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A Brief History of 849 NAS - Part 2 The Birth of Rotary AEW

Updated: Jan 15

This part of 849’s history depicts a period when the Squadron wasn’t even in existence, having been decommissioned in 1978. However, such was the magnitude of the development of the Sea King AEW MK 2 in 1982, I thought it deserved a dedicated chapter in the history of 849 NAS. I’ve particularly drawn from the memories of 2 people during the period – Jim Schofield and Peter Flutter.

Jim Schofield was involved in helicopter development for over 45 years. Having completed his national service as Assistant AEO on 845 NAS in the 50’s he went on to work for the big industry leaders - deHavilland, Bell, Fairey… and luckily for the AEW community was working for Westland Helicopters in 1982 where he became Company Designer in Chief (for a very short time) and in charge of the Sea King AEW2 Project. I have used Jim’s memoirs ‘Developing British Military Helicopters’ as the basis of the development journey. I have also drawn upon an invaluable article by Richard Scott titled ‘Born of Necessity’ which was published in Aeroplane magazine and concentrates on the experiences of 824 D Flt, under the command of Lt Cdr Peter Flutter.

When the Fairey Gannet AEW3 was decommissioned in 1978, the UKs AEW capability was to be transferred to the RAF with the Nimrod aircraft. This was a big blow to the RN and also to Fairey who were eventually taken over by Westland under the government rationalisation of the aviation industry. Jim Schofield, who had been working for Fairey was transferred to the Project Office in Yeovil when Westland took over the company. Despite the transfer of AEW capability one of Jim’s first jobs at Westland was to produce a study for an AEW platform utilising the Wessex helicopter – perhaps an indication of how uneasy the RN felt without its organic AEW capability. As new radars were produced Jim updated the study to the Sea King and submitted it again to the MOD. On receipt of the studies, Jim would normally receive a call from the RN desk officer wishing that the RN could acquire the capability. On one occasion a study landed on the desk of an RAF officer resulting in Jim receiving a very strongly worded reply informing him that the RAF were capable of doing the complete AEW role and it was not up to a private MOD contractor to try and alter government policy.

In April 1982 the UK sailed their Task Group to the Falklands without organic AEW capability. On the 4 May this gap in RN defence was highlighted with disastrous consequences when HMS Sheffield was sunk by an Exocet missile launched from an Argentine Super Etendard. 20 sailors died and over 20 were seriously injured. Two days later on 6 May Jim was summoned to a meeting at MOD with the Sea King Project Manager and reps from the Radar Branch and Thorn EMI. A sketch was produced of a retractable Thorn EMI Searchwater radar on the side of a Sea King, which was very similar to the study produced by Jim the year previous. When asked if this could be achieved, Jim replied ‘affirmative’. When asked if it could be achieved in 3 months so the aircraft could join the replacement fleet Jim replied ‘affirmative’ and so began the reincarnation of the RN’s AEW capability!

When Jim returned to Westlands he quickly realised the magnitude of the support behind the RN by the employees, particularly as many had loved ones and friends who had sailed in the Task Group. A call to stores for weapon mounting lugs highlighted the mentality adopted by most in the firm. A request would usually involve part numbers, order numbers and a signed approval from a technical officer; on this occasion Jim was met with ‘I’ll let you know Sir’. 20 minutes later the storeman presented Jim with the lugs at his desk with a promise to have the remainder the next morning.

On 21 May an Urgent Operational Requirement (UOR) was formally raised for the modification of four Sea Kings to provide an organic AEW capability under Project LAST (Low Altitude Surveillance Task). Although it soon became evident that the Navy’s ambition of four aircraft was unachievable due to a lack of available Searchwater radars and the requirement was reduced to two aircraft.

Director Naval Air Warfare, Captain Ben Bathurst, was front and centre in the process. He wrote the AEW requirement at Jim’s desk whilst Jim analysed results from the wind tunnel to ascertain whether a Sea King could indeed fly with a radome attached on the starboard side. The requirement was very simple – two Sea Kings to provide 24/7 AEW coverage, 100nm ahead of the task group at a height of 10000ft. After each sortie 1 hour was allowed for refuel, crew change and maintenance. The aircraft were to be in service in 3 months. The contract was agreed and signed on 25 May, the very same day the Atlantic Conveyor was hit by an Exocet and HMS Coventry was sunk.

Security was tight and the entire project was classified SECRET. To avoid any delays from those not directly involved, Captain Bathurst declared that Project LAST was on a need-to-know basis. Jim didn’t think that such a security system would survive contact and that everyone at Westland would be well aware of the ongoing work. It did however stay under the radar much better than he had expected, this despite almost being arrested himself. Jim recalls, ‘On the Sunday before we were preparing the first aircraft for flight, I opened the Sunday Times and found a large article with a very bad drawing by their defence correspondent of the AEW Sea King. It reported an interview with a Westland Director stating that such an aircraft could be built and in service within nine months if the MOD would only make a decision. I had been away on the previous Friday and the Director had phoned my office and asked for the unclassified project note that I had written a year or so before. One of the draughtsmen had gone to see the Director with a general arrangement drawing of the helicopter but beat a very hasty retreat when he found the Director knew nothing about the project and that the man with the him was a reporter’.

‘On Monday morning I went into the flight hangar very early and at 8.30am my secretary phoned to say that there were some gentlemen to see me and could I return to my office immediately. There were two police cars parked outside the drawing office block and a uniformed policeman guarding the main door. I found another policeman outside my office door. As I entered my office, the Westland Security Officer produced a copy of the Sunday Times and asked me if I knew how the report had appeared in the paper. When I said I did know, one of the other gentlemen jumped forward. “I am Superintendent…….. I am investigating a very serious breach of security and I must caution you that anything you say may be used in evidence against you”. My immediate reaction was “what a damn fine way to start a Monday morning”. I tried to explain that there had been no breach of security and that the article appeared because security was very good. The policemen who must have left London about 5 am, were determined to arrest someone. They could not believe that a Director whose office was only 50 yards down the corridor and whose windows overlooked the flight hangar could have no idea what we doing’. After some prolonged discussion the policemen were finally convinced of Jim’s story and made their way back to London after a wasted journey.

Around the same time as Jim had been set to task, Lt Cdr Peter Flutter, a Gannet AEW3 observer with a huge amount of AEW experience, was pulled from Staff Course at Greenwich and summoned in front of Captain Bathurst. Peter was selected to lead the team that would bring the Sea King AEW into service as Commanding Officer of 824 NAS D Flt. Rotary-wing flying was new to Peter and a small team was built around him. It included a mix of experienced and ab-initio Sea King pilots alongside a mix of AEW and ASW observers; three like Peter from the ranks of the ‘Gannet Mafia’ with AEW experience - Phil Howarth, Geoff Cass and John Saunders - and four ASW observers required to act as safety numbers on the lightweight radar in the aircraft as there was only one searchwater console - Colin Richardson, Paul Shepherd, Nick Funnell and Andy Harris. The engineering team was led by Glenn Mackie an ex Pinky Tiff, an inspired choice who had been appointed from Royal Signals and Radar Establishment Malvern. He headed up an excellent engineering team with CPO Gait as SMR.

Geoff Cass, who was seconded to MOD in May 82, remembers one of the early meetings well. ‘At a meeting with procurement, when my boss told me not to say anything, there was long argument about the dome on the side as the procurement team (all Pingers) wanted to be able to do single engine water take offs after a engine failure in the hover. They assumed that the water drag on the dome would stop a successful take off. First idea was to have explosive bolts fastening the dome on so that it could be blown off. Thorn EMI said that explosive bolts and high powered radar energy was not a good idea. The next idea was to have disc cutter so that the observer could start it up and cut through the steel gas pipe whilst the helo was bobbing about dumping fuel to reduce weight. At that and to the annoyance of my boss, I said as an observer I thought the idea stupid and the only time we were likely to be hovering was alongside the ship prior to landing. That shut procurement up and the meeting moved on!'

The AEW observers not familiar with helicopter flying were subject to a three-day ground school course and were then dispatched to Thorn EMI in Hayes to undergo factory training and collaborate with the radar team, helping to work out parameters and how best to optimise the system for the air-to-air role. Tony Hewitt was Thorn EMI’s radar guru and Peter Flutter was hugely impressed with him, ‘He really was your classic boffin, walking around the Hayes site in a brown coat with a notebook full of radar equations as they applied to Searchwater. I saw him as a gift from god in that he didn’t see problems, only solutions. For example, it was Tony’s idea to use North Sea gas pipe for the rotating arm that deployed the scanner.’ As it was with Westlands, there was very much a ‘can do’ attitude at Thorn EMI as Peter recalls, ‘We were able to engage very effectively with industry and we were very much driven by a common aim to try and achieve something as fast as possible that might actually work. There was this incredible momentum behind it’. After 3 weeks at Hayes, the observers returned to Culdrose and 824 D Flt was formally commissioned on 14 June with Phil Howarth as Senior Observer and Jim Laird as Senior Pilot.

Back at Westlands, some technical issues with the hydraulics and centre of gravity weight distribution were overcome without too much additional work and it was decided that the Searchwater radar software, which was optimised for the Nimrod, should not be altered due to its extremely complex nature. Any disruption to this could lead to some serious delays. In order to test the hydraulic system and radar it was necessary to lift the aircraft so the radome could be lowered. The development team said they would lift the helicopter by crane; Jim agreed as long as the helicopter didn’t finish up hanging whilst they tried to find an operator! It wasn’t long before a huge crane and driver (without security clearance) pitched up at the main gate. After an unusually, but perhaps not an unsurprisingly quick turnaround, the driver was security cleared and proceeded onto the site. On that particular day the Thorn EMI team had spent the entire day in the hangar trying to get the radar working and by 9pm Jim had sent them home as they needed to test the aircraft hydraulics outside. ‘As we connected up the tractor and pulled the helicopter out of the hangar at about 11pm everybody stopped work and clapped and cheered. The hangar cleaners immediately started cleaning the hangar of the results of a month’s hard work and within about two hours had it looking spotless with all the tools and rigs cleaned and ready for further use’.

The helicopter was raised up on the crane and the hydraulic system worked perfectly. The following morning the Thorn EMI team cleared the snags on the radar and the helicopter was once again raised on the crane for a full radar test. Testing lasted well into the early hours of the morning and when complete the crane operator required a shake in the crane cab – his home for the last few days.

Testing the radar with the helicopter hanging on the crane.


Of course there was some paperwork requirement before the aircraft was flown. Each specialist designer was required to ‘sign-off’ that their particular areas complied with the laid down safety measures. The final signature before flight was required from the Westland Chief Designer. Incidentally the incumbent had recently resigned from the company and had played no part in the project. His deputy, who had previously told Jim he was mad for taking on the task and wanted no part in the project was obviously not the man for the job either. Luckily the MOD had anticipated this problem and the Controller of Air, Mike Simpson, who had served with Jim on 845 NAS on National Service some 25 years previous, had rapidly approved Jim as the Company Chief Designer. With the original Westland nominee for the post of Chief Designer approved by MOD just days later, Jim was probably the shortest ever Chief Designer in history. Jim signed the paperwork and on the following day, 23 July 1982, aircraft XV704 flew for the first time with test pilot Jeremy Tracy at the controls.

The First Flight.


The hydraulic system used to raise and lower the bag worked and the radar performed exceptionally well, even at 10000ft. As soon as the RN knew the system worked they declassified the project and the helicopter was demonstrated to the public just days later at Yeovilton Air Day. On 30 July the second aircraft (XV650) flew for the first time and the Sea King AEW 2 was formally cleared for service. In just 11 weeks Westland Helicopters, Thorn EMI and the RN had achieved what is unthinkable today.

The Westland and Thorne EMI teams officially handing the aircraft to the RN. Jim Schofield is 6 from left on the front row (black jacket, hands in pockets).


The plan, as per the Urgent Operational Requirement, was to embark the aircraft in HMS Illustrious to sail to the Falklands to replace HMS Invincible in the Task Group. Illustrious was brought into service 3 months early due to round the clock work at Swan Hunter on Tyneside and would sail from Portsmouth on 2 Aug. Aircrafts XV704 and XV650, callsigns ‘Cyclops 1 & 2’ were flown from Westlands to Portland by the MTPs in preparation for the embarkation window later that day as Illustrious steamed past. Work on the cabs continued late into the previous evening. AEO Glenn Mackie had found himself crawling around a fuel tank changing a booster pump. He recalls, ‘It was better to do it at Westlands than onboard. None of the Westland guys would go in because the breathing apparatus was locked away. I told them not to worry, as an ex-caver I stripped down to my knicks and crawled in. “Just keep the hose of that vacuum cleaner pointed at my face and if I go a funny colour pull me out”.’ When the aircraft landed at Portland on 2 August the MTP handed Glenn a list of defects that would have to be dealt with before embarking. Glenn duly hid that list in his helmet and handed it to the SMR (with a wink) when both aircraft safely embarked.

Alongside 824 D Flt, Thorn EMI embarked two field reps, Mick Yeates and Ralph Herbert, who were also affectionately referred to as ‘Pratt and Whitney’. They provided 1st and 2nd line support for the Searchwater radar and their support was to be absolutely vital during the deployment.

824 D Flt embarked.

Back row: Thorn EMI Field reps - far left Mick Yeates, far right Ralph Herbert

Middle row: L-R: Lt Glenn Mackie (AEO), S/Lt Andy Littleford, S/Lt Andy Harris, Lt Colin Richardson, Lt Paul Shepherd, Lt Cdr Phil Howarth (SOBS), Lt Cdr Peter Flutter (CO), Lt Jim Laird (SP), Lt Nick Houghton, Lt Geoff Cass, Lt Nick Funnell, S/Lt Paddy Kirwan, Lt John Saunders, S/Lt Simon Langley, Lt Al Howden.


As Illustrious sailed south, the AEW Sea Kings flew trial sorties and soon discovered they could track Harriers at 50 ft out to 50nm. On reaching the Falklands, Illustrious started her handover with Invincible which included a number of Air Defence Exercises (ADEXs) to ensure combat readiness. During one of the exercises, Invincible launched two waves of Harriers against Illustrious. One of the waves was actually on a one way trip to land onboard Illustrious; this had been agreed between ship commands but most onboard Illustrious, including the aircrew of 824 D Flt, were unaware. Peter Flutter recalls, ‘So there we are in a classic ADEX situation with two aircraft on barrier, about 60 miles from Illustrious. The ship picked up the high level raid, intercepted it and everything went absolutely quiet. I think the ship thought that might be it. But then we picked up the low level raid and intercepted them. It was just fantastic, and the most surprised people were those guys flying down on the deck. They were only going one way so they knew they’d got the fuel to stay down low, and yet they’d been intercepted. They were asking “How did you do that?” and of course it was the bag that did it. That was a pretty seminal moment for us to say actually, “yes, we can do this”.’

A Mk 2 lashed down in Falkland Sound.

S/Lt Nick Houghton (P) and Lt Geoff Cass (O) on the Falkland Islands.



Lt Alasdair Pickering (P) ashore on the Falklands.


The initial sorties were flown using the lower radar ranges but later in the deployment attention turned to evaluating the larger range scales out to 200nm. Lt Cdr Phil Howarth, detected a Hercules transiting between the Falklands and Ascension at 170nm. ‘That changed the game. We had kind of disregarded Range D because it felt like the parameters weren’t going to work for us. But now suddenly we were looking at a large aircraft and were seeing it at maximum range. At that point we realised we had a true AEW platform.’

The HMS Illustrious CAG flypast of Port Stanley on 21 October 1982 (from the logbook of Geoff Cass).

A letter from Mick and Ralph to their Boss requesting their 2 hours flying pay on the Port Stanley Flypast.


Illustrious remained on station in the Falklands until 21 October, sailing back to the UK via East Coast USA. The two Project LAST Sea Kings of 824 D Flt disembarked on 7 December 1982, having flown 373 hours between them with 286 hours of Searchwater operation.


A letter from Capt Jock Slater to Sir Richard Cave of Thorn EMI highlighting the invaluable efforts from Ralph and Mick.


On 20 December 1982, the Naval Projects committee formally approved the conversion of eight Sea King helicopters to AEW 2 Standard. 849 NAS would re-commission in 1984 and the RN maintained its organic AEW capability until the Sea King Mk 7 was retired from service in 2018.


Colin Richardson and Nick Funnell, who were both ASW observers, saw the light during the deployment to the Falklands and on return to the UK would become AEW No 1 Course. They completed AEW No 1 OFT in June 83.

Peter Flutter was the first rotary wing CO of 849 NAS from 1984-1987 and is still heavily involved in AEW working at Merlin Helicopter Force on the integration of the Crowsnest radar.

Sadly, Jim Schofield passed away in October 2019. It was a privilege to have Jim as a guest at the AnyFace 65 Reunion in 2017 where he was able to re-tell some of his memories from this amazing time in helicopter development. Jim’s son has very kindly passed me 4 copies of his father memoirs. If any members would like a copy then please drop me a line at the Anyfaceassociation@hotmail.com




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