Martin Bentham, who is with the Desert Rats in
                     southern Iraq, reports as soldiers walking into the
                     country's second largest city are applauded by
                     men in uniform . 

                     Some walk in as liberating heroes, while a few miles away
                     their colleagues were engaged in a fight to the death.
                     American marines and Britain's Desert Rats were last
                     night reported to have taken control of the key city of
                     Basra as Iraqi resistance continued to crumble.

                                         Several brigades of advancing
                                         American and British troops
                                         were reported to have entered
                                         Basra, Iraq's second largest
                                         city, unopposed. First reports
                                         suggested that hundreds of
                                         young men, many apparently
                                         dressed in Iraqi army
                                         uniforms, stood by the
                     roadside applauding as convoys rolled into the outskirts of
                     the city. Most of the Allied forces remained outside Basra
                     in the hope of negotiating a surrender.

                     Fierce fighting between American marines and Iraqi
                     forces was reported to the west of Basra, however. Capt
                     Andrew Bergen of the US Marines said: "We are attacking
                     Iraqi forces, all of which are west of Basra. I would
                     certainly say it's a major battle."

                     Lt Eric Gentrup, also of the US Marines said that American
                     forces had captured the airport on the north side of the
                     city after encountering hostile fire from Iraqi troops in
                     armoured personnel carriers.

                     "There was a decent amount of resistance," he said.
                     Several bridges leading into the city had been captured.
                     "There's still a little bit of fighting but we're getting there."

                     US Marines, aided by the Black Watch battle group of
                     Britain's 7th Armoured Brigade - the famed Desert Rats -
                     had led the assault towards the city yesterday after other
                     coalition forces completed its encirclement.

                     Allied forces had advanced to the Shatt al-Arab waterway,
                     which lies to the north of the city and links it to the rest of
                     Iraq. To the south, the Royal Marine Commando Brigade
                     cut off any escape, moving to within a few miles of the
                     city.

                     The lack of resistance the coalition forces faced in Basra,
                     a city dominated by Shi'ites who rose up against Saddam
                     in 1991 after the first Gulf war, had been predicted by
                     military intelligence. Yesterday morning, officials indicated
                     that most army units had fled the city, laid down their
                     arms or returned to their homes in keeping with the
                     advice contained in leaflets dropped by US aircraft.

                     Saddam's notorious Fedayeen, a paramilitary group that
                     traditionally operate wearing white jumpsuits and who are
                     run by the Iraqi leader's son Uday, were believed to have
                     remained in the city to fight, however. Other security
                     forces outside the regular army were also thought to be
                     intending to put up resistance.

                     Gen Tommy Franks, the commander of the Allied forces,
                     said that his troops did not intend to create "military
                     confrontations" inside the city, which has the second
                     largest civilian population in Iraq. He said: "This is about
                     liberation, not occupation. We are working with the civilian
                     population in Basra."

                     A contingent of about 8,000 British troops in 120 tanks
                     and 145 armoured vehicles had moved into southern Iraq
                     from Kuwait to support the US forces heading to Basra,
                     British officials said.

                     The advance also included paratroopers from 16 Air
                     Assault Brigade, who carried out a heliborne assault on
                     the oilfields closest to Basra. Adml Sir Michael Boyce, the
                     Chief of the Defence Staff, said: "The mission has gone
                     very well. They [16 Airborne] encountered some
                     determined pockets of resistance along the way and have
                     now reached the Euphrates river. As a result all the key
                     components of the southern oilfields are now safe."

                     The Scots Dragoon Guards, known as Scotland's Cavalry,
                     had crossed the border for the first time yesterday
                     lunchtime but quickly travelled the 70 miles to the
                     outskirts of the city. They had hoped to push north around
                     the city to establish a foothold at the Euphrates River, but
                     stopped five miles short of Basra airport for the night.

                     Major Chris Brannigan, Squadron Leader of B Squadron,
                     Scots DG, said that the advance had halted until
                     daybreak. "While we do have night vision equipment we
                     would prefer to wait for daylight to carry on with our
                     objectives, to cut down the possibility of any collateral
                     damage," he said. "As war changes to peace, it's
                     important that we haven't angered any of the local people
                     who we will be dealing with."

                     The Allied forces' advance towards the city had been
                     supported by jets which bombed Iraqi tanks defending the
                     bridges into the city. The columns advancing up Highway
                     80 south of Basra - the "Highway of Death" on which an
                     Iraqi military convoy was wiped out during the 1991 Gulf
                     war - were protected by Apache attack helicopters.

                     The roadside was dotted with Iraqi tanks blackened by
                     direct hits on their dug-in bunkers. White flags flew over
                     some deserted barracks, including a white cloth draped
                     over a portrait of Saddam Hussein. Roads were lined with
                     groups of Iraqi men in civilian clothes, although Allied
                     officers believe that many were soldiers who had changed
                     into civilian uniforms.

                     A British military spokesman said that seven of the
                     hundreds of oil wells in the Rumaila fields west of Basra
                     were still on fire. Many of the troops detailed to capture
                     the city were being redeployed to safeguard them. Units
                     from the 1st Battalion of the 7th US Marines were using
                     explosives to destroy T-55 tanks and armoured personnel
                     carriers hidden in berms, although they came under
                     sporadic fire from pockets of Iraqi soldiers.

                     For the British 7th Armoured Brigade, yesterday's
                     advance and the opportunity to engage the enemy was a
                     welcome relief after two days of tension and frustration.

                     The Desert Rats had endured several false starts since
                     Thursday morning, when they woke in their camp just
                     short of the Iraqi border to hear the news of America's
                     first "surgical strike" on Baghdad about two hours earlier.
                     Half an hour later, at 7.30am, came the soldiers' first
                     experience of retaliation from the Iraqis as a loud thud of
                     Scud missiles sounded in the distance.

                     At Camp Adler, where I was based with the Royal Scots
                     Dragoon Guards, one of the Desert Rats' four battle
                     groups close to the Iraqi border, anxiety peaked two
                     hours later as more shouts of: "Gas, gas, gas" and one
                     of: "Scud, Scud, Scud" rang out. The day continued with a
                     succession of gas alerts and news that between seven
                     and 10 missiles had been fired by Saddam's troops into
                     Kuwait.

                     One of the scares occurred as soldiers ate their dinner,
                     the final cooked meal to be provided before the transfer
                     to ration packs. Moments later, however, an officer
                     rushed in to announce: "There are T-72 Republican Guard
                     tanks reported on the border that we've got to go and
                     deal with." The troops, whose departure for battle had not
                     been due until the following day, were now ordered to be
                     ready to leave in one hour. Frantic activity followed as
                     tents and equipment were dismantled and packed, only
                     for the plan to change again. The T-72 sighting had
                     proved erroneous and departure for Iraq was to be
                     delayed by, as it turned out, more than 36 hours.

                     "If you feel threatened, use lethal force," said Capt Adrian
                     Hawkins, as he addressed his men in the 31st Armoured
                     Engineers Squadron. "Judge for yourselves. If you feel it
                     is right by your conscience then do it. This is the real
                     deal."

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