On May 10th the Germans invaded the neutral Netherlands. The Germans started with a surprise attack on Dutch Airfields. The Germans had an overall advantage over the Dutch who had very little armor and whose air force was no match for the German Luftwaffe. The Germans followed up their air attacks with paratrooper landing on the main Dutch air fields. The attacks had mixed success.

The initial Dutch defensive forces were quickly overcome, although they succeeded in destroying many bridges, thus delaying the Germans. However by the end of the first day of the war the Germans had captured Maastricht in the south. Despite the arrival of the first French the Dutch were forced to continue to withdraw. By the end of the second day the Dutch had withdrawn to their last line of defense.

On May 13th the Queen and the government the Netherlands departed for England. Three Dutch Merchant vessels escorted by the Royal Navy transported the Dutch bullion and key documents to England. The army continued to resist even though there could be no doubt what the final outcome would be. On May 14th the commander of the Luftwaffe Hermann Goring ordered a massive bombing attack on Rotterdam. The attack destroyed much of the center of the city destroying 24,000 homes. The Germans then gave the Dutch an ultimatum, surrender or the rest of your cities will be destroyed. The Dutch surrendered at the end of the day.