Charles Denholm; Top General at Army Security Agency

On the night of May 5, 1943, then-Lt. Col. Denholm was among 464 U.S. and British prisoners of war who were marched though the wrecked docks of Tunis and loaded onto a freighter for passage to Italian stockades. Lt. Col. Denholm, commander of the 1st Battalion of the 16th Infantry, and 150 of his men had been captured a few days earlier during fierce fighting against German forces in the rugged mountains of northern Tunisia.

As author Rick Atkinson wrote in "An Army at Dawn: the War in North Africa, 1942-1943" (2002), the 3,000-ton scow cast off at 5 a.m. May 6. Three hours later, the first Allied planes attacked, carrying out an order from Gen. Dwight D. Eisenhower's naval chief: "Sink, burn, and destroy. Let nothing pass."

Col. Denholm and his fellow prisoners -- all of them terrified, most of them suffering from dysentery -- were locked in the ship's dank hold while, in Atkinson's words, "near misses opened seams in the hull and cannon fire riddled the upper decks. German anti-aircraft crews answered, and after a second attack blue smoke draped the listing vessel."

With his ship slowly sinking, the Italian captain managed to head it toward Tunis harbor. A third Allied attack landed a bomb in the forecastle; it was a dud. Atkinson quoted a lieutenant: "Not one of us doubted the transport was going to sink. We began beating the cage and yelling to be released."

After a fourth attack, the Italian crew abandoned ship, and the crewless captain beached the freighter on an even keel several hundred yards offshore. He and his German gunners freed the prisoners and rowed away in the last remaining lifeboat. As the attacks continued throughout the afternoon of May 7, Col. Denholm's men draped across the deck large red crosses they had shaped out of upholstery ripped from the ship's saloon. Allied pilots failed to see the crosses or considered them a ruse.

The ordeal ended when several British soldiers swam ashore during the night seeking help, and a doughty Frenchman in a motorboat managed to persuade approaching Allied forces to halt the bombardment. According to Atkinson, Col. Denholm reported more than 4,000 cannon and machine-gun holes in the ship's hull. One man was killed, three wounded.

Charles Joseph Denholm was born in Pittsburgh and graduated from West Point in 1938. After his service in North Africa as executive officer and commander of the 1st Battalion, 16th Infantry Division, he became commander of the 16th Infantry Battalion and the 143rd Infantry Regiment, 36th Infantry Division, seeing action in Sicily and other parts of Italy and across the Rhine River.

In a Sicily invasion diary account that appeared in Stars and Stripes on July 17, 1943, soldier James A. Burchard recounted how, a few days earlier, a buddy of his named Johnson, with Col. Denholm and two other officers, had just topped a hill in a Jeep when a shell exploded nearby. One was killed outright, another was hit in the chest and Col. Denholm was hit in the left shoulder. Desperately trying to get the officer with the chest wound back to camp, Johnson steered while Col. Denholm worked the pedals.

For his service during the war, he received the Distinguished Service Cross, two Silver Stars, two Bronze Star Medals and two Purple Hearts.

After the war, he served at the Army ground forces headquarters; at West Point; at the Army War College in Carlisle, Pa.; in Tehran; and at the Pentagon. He spent several years in Japan, overseeing intelligence efforts across Indochina.

From 1965 to 1973, he was commanding general of the Army Security Agency, where he supervised the integration with the rest of Army military intelligence into the present-day U.S. Army Intelligence and Security Command. He was inducted into the Military Intelligence Corps Hall of Fame in 1988.

Gen. Denholm retired as a major general in 1973. In his retirement, he enjoyed woodworking and was particularly adept at copying fine furniture. He also renovated Beverly Hills Community United Methodist Church, where he was a member for many years.

He is survived by Elizabeth H. Denholm, his wife of 66 years, of Alexandria, and three children, Elizabeth Mazza and Charles J. Denholm, both of New York City, and Eleanor Armbruster of Portsmouth, Va. Survivors also include six grandchildren and three great-grandchildren.

Gen. Denholm didn't talk much about his wartime exploits, although he told his son of the Tunis ordeal about six months before his death, just before he lost the ability to speak. His reticence was typical of his generation. In other respects, he was a pacifist, his son recalled. He couldn't stand being around guns.