The invasion fleet, Task Force 52 (TF 52) commanded by Rear Admiral Richmond K. Turner left Pearl Harbor on 10 November 1943.
The landing force, Task Group 52.6, consisted of units of the 27th Infantry Division commanded by Major General Ralph C. Smith, transported by attack transports Neville, Leonard Wood, Calvert, and Pierce; attack cargo ship Alcyone; landing ship dock Belle Grove; and LSTs −31, −78, and −179 of Task Group 52.1.

On the eve of invasion, the Japanese garrison on Makin Atoll's main island, Butaritari, numbered 806 men: 284 naval ground troops of the 6th Special Naval Landing Force, 108 aviation personnel of the 802nd and 952nd Aviation Units, 138 troops of the 111th Pioneers, and 276 men of the Fourth Fleet Construction Department and Makin Tank Detachment of 3rd Special Base Force (3 Type 95 Ha-Go Light Tanks), all commanded by Lt.j.g.
Seizo Ishikawa.
The number of trained combat troops on Makin was not more than 300 soldiers.

Butaritari's land defenses were centered around the lagoon shore, near the seaplane base in the central part of the island.
There were two tank barrier systems: The west tank barrier extended from the lagoon two-thirds of the way across Butaritari, was 12 to 13 feet (4.0 m) wide and 15 feet (4.6 m) deep, and was protected by one anti-tank gun in a concrete pillbox, six machine gun positions, and 50 rifle pits.
The east tank barrier, 14 feet (4.3 m) wide and 6 feet (1.8 m) in depth, stretched from the lagoon across two-thirds of the island and bent westward with log antitank barricades at each end.
It was protected by a double apron of barbed wire and an intricate system of gun emplacements and rifle pits.

A series of strongpoints was established along Butaritari's ocean side, with 8-inch (200 mm) coastal defense guns, three 37 mm anti-tank gun positions, 10 machine gun emplacements and 85 rifle pits.
The Japanese expected the invasion to come on the ocean side of Butaritari, following the example of Carlson's raid in 1942, and established their defenses two miles (3.2 km) from where the raid had taken place.
Without aircraft, ships, or hope of reinforcement or relief, the outnumbered and outgunned defenders could only hope to delay the coming American attack for as long as possible.
The invasion fleet, Task Force 52 (TF 52) commanded by Rear Admiral Richmond K. Turner left Pearl Harbor on 10 November 1943. The landing force, Task Group 52.6, consisted of units of the 27th Infantry Division commanded by Major General Ralph C. Smith, transported by attack transports Neville, Leonard Wood, Calvert, and Pierce; attack cargo ship Alcyone; landing ship dock Belle Grove; and LSTs −31, −78, and −179 of Task Group 52.1.
On the eve of invasion, the Japanese garrison on Makin Atoll's main island, Butaritari, numbered 806 men: 284 naval ground troops of the 6th Special Naval Landing Force, 108 aviation personnel of the 802nd and 952nd Aviation Units, 138 troops of the 111th Pioneers, and 276 men of the Fourth Fleet Construction Department and Makin Tank Detachment of 3rd Special Base Force (3 Type 95 Ha-Go Light Tanks), all commanded by Lt.j.g. Seizo Ishikawa. The number of trained combat troops on Makin was not more than 300 soldiers.
Butaritari's land defenses were centered around the lagoon shore, near the seaplane base in the central part of the island. There were two tank barrier systems: The west tank barrier extended from the lagoon two-thirds of the way across Butaritari, was 12 to 13 feet (4.0 m) wide and 15 feet (4.6 m) deep, and was protected by one anti-tank gun in a concrete pillbox, six machine gun positions, and 50 rifle pits. The east tank barrier, 14 feet (4.3 m) wide and 6 feet (1.8 m) in depth, stretched from the lagoon across two-thirds of the island and bent westward with log antitank barricades at each end. It was protected by a double apron of barbed wire and an intricate system of gun emplacements and rifle pits.
A series of strongpoints was established along Butaritari's ocean side, with 8-inch (200 mm) coastal defense guns, three 37 mm anti-tank gun positions, 10 machine gun emplacements and 85 rifle pits. The Japanese expected the invasion to come on the ocean side of Butaritari, following the example of Carlson's raid in 1942, and established their defenses two miles (3.2 km) from where the raid had taken place. Without aircraft, ships, or hope of reinforcement or relief, the outnumbered and outgunned defenders could only hope to delay the coming American attack for as long as possible.
Battle of Makin