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From 1939 to 1940, the French Third Republic was at war with Nazi Germany. In 1940, the German forces defeated the French in the Battle of France. The Germans occupied the north and west of French territory and a collaborationist régime under Philippe Pétain established itself in Vichy. General Charles de Gaulle established a government in exile in London and competed with Vichy France to position himself as the legitimate French government, for control of the French overseas empire and receiving help from French allies. He eventually managed to enlist the support of some French African colonies and later succeeded in bringing together the disparate maquis, colonial regiments, legionnaires, expatriate fighters, and Communist snipers under the Free French Forces in the Allied chain of command. In 1944, after the Allies had landed in Normandy and the southern front moved from North Africa across the Mediterranean into Italy and Provence, these forces routed the German Army, and Vichy officials fled into Germany. France and Britain had both declared war on Germany two days after the invasion of Poland in September 1939. To divert German forces from Poland, France invaded the Saarland region of Germany on 7 September 1939, but was forced to retreat. The Phoney War ensued until 1940, when the Germans invaded and overran northern France, forcing the British from the continent. France formally surrendered. Germany sent two million French prisoners of war to forced labor camps in Germany. In August 1943, the forces under de Gaulle and under Giraud merged into a single chain of command under Allied leadership. French forces on the Eastern Front had Soviet or German leadership. These forces of French exiles and the French Forces of the Interior (FFI) played varying roles in the liberation of France and the defeat of Vichy France, Nazi Germany, Kingdom of Italy and the Empire of Japan. Control of the French colonial empire proved critical. Free French forces won control, helped by Britain and the United States, and used it to attack Nazi occupied France. All French colonies except Indochina eventually joined the Free French. The number of Free French troops grew with their successes in North Africa and the invasion of Italy by the Army of Africa. The Allies demanded unconditional surrender from the Axis Powers at the Casablanca Conference. On 30 October 1944, Britain, the United States, and the Soviet Union officially recognized de Gaulle as head of the Provisional Government of the French Republic (GPRF), and eventually as elected president of the French Fourth Republic. The GPRF stepped into the vacuum left when the Vichy administration fled to Sigmaringen in Germany. The outcome of the war resulted in a victory for France and its allies over Germany after the surrender of the Nazis in May 1945, ensuring the definitive victory for the Allied forces in Europe against the Axis Forces. Recruitment in liberated France led to an expansion of the French armies. By the end of the war in Europe in May 1945, France had 1,250,000 troops, 10 divisions of which were fighting in Germany. An expeditionary corps was created to liberate French Indochina, then occupied by the Japanese. During the course of the war, French military losses totaled 212,000 dead, of whom 92,000 were killed through the end of the campaign of 1940, and 58,000 from 1940 to 1945 in other campaigns, 24,000 lost while serving in the French resistance, and a further 38,000 lost while serving with the German Army (including 32,000 "malgré nous").

France had lots of armed forces in World War II, in part due to the German occupation. In 1940, General Maurice Gamelin commanded the French Army, headquartered in Vincennes on the outskirts of Paris. It consisted of 117 divisions, with 94 committed to the northeastern front and a commander, General Alphonse Georges, at La Ferte sous Jouarre. General Joseph Vuillemin commanded the French Air Force, headquartered in Coulommiers. Following its disastrous loss in the 1940 Battle of France, the French Third Republic that had fought as one of the Allies fell into the hands of an authoritarian regime, Vichy France, that willingly collaborated with Germany and opposed the Allies. The Free French forces who opposed Vichy included the grassroots maquis (made of various rebel factions with ancient regional allegiances), a government in exile, and regiments from the French colonial empire, who at times found themselves fighting other French people. French ground armies, navies, and air forces fought on the Allied side in each theater of World War II before, during, and after the Battle of France. Even though those forces participated in varying degrees, the Allies considered France a World War II victor and did not impose a US run military occupation (AMGOT). However, United States Air Force bases were maintained in France until 1967, when Charles de Gaulle's government rejected NATO. French colonial units consisted of some non French mercenaries from the Foreign Legion and conscripted indigenous people recruited by tribe, ethnicity, or region.

The Free French Forces were created in 1940 as a rebel army, refusing both the armistice with Germany and Vichy's authority. Its allegiance was to General de Gaulle in London; later the headquarters moved to Algiers. The Forces started as a limited group of volunteers from metropolitan France, West African colonies, Belgium, and Spain. It evolved to a full army after its merger with Giraud's Army of Africa, which had new recruits from the French Resistance.

General Charles de Gaulle was a member of the French cabinet during the Battle of France in 1940. As French defence forces were increasingly overwhelmed, de Gaulle found himself part of a group of politicians who argued against surrender to Nazi Germany and Fascist Italy. The president of the council, Paul Reynaud, sent de Gaulle as an emissary to Britain, where de Gaulle was working when the French government collapsed. On 18 June 1940, de Gaulle spoke to the French people on BBC Radio. He asked French soldiers, sailors, and airmen to join in the fight against the Nazis. De Gaulle's Appel du 18 juin was not widely heard in France, but his subsequent discourse was heard nationwide. His speech remains one of the most famous orations in French history. Regardless, Pétain's representative signed the armistice on 22 June and Pétain became leader of the new regime, known as Vichy France. De Gaulle was tried in absentia for treason and desertion in Vichy France and sentenced to death. But de Gaulle regarded himself as the last remaining member of the legitimate Reynaud government able to exercise power. He saw Pétain's rise to power as a coup d'état.

On 15 September 1940, Free French Captain Georges Bergé created the airborne unit called 1re compagnie de l'air, 1re CIA (1st Marine Infantry Paratroopers Regiment) in Great Britain. This unit, later known as 1re compagnie de chasseurs parachutistes, 1re CCP (1st Parachute Light Infantry Company) joined the British Special Air Service airborne unit with Charles de Gaulle in 1942, becoming the SAS Brigade's French Squadron. The 3rd SAS and 4th SAS are also known as 1st Airborne Marine Infantry Regiment (1er RPIMa) and 2e régiment de chasseurs parachutistes (2e RCP) respectively.

Leclerc's Free French Forces met Giraud's Army of Africa for the first time near Tripoli, Libya, in 1943.

When the Americans landed in Algiers in 1942 as part of Operation Torch, colonial soldiers of the Vichy controlled Army of Africa surrendered without firing a shot. Charles de Gaulle drew from them to create the Corps Expéditionnaire Français (CEF) under General Alphonse Juin. The CEF was two thirds Moroccan, Algerian, and Senegalese, and one third Pied Noir, totalling 112,000 men in four divisions. This unit took part in the 1943 Italian Campaign and in Operation Dragoon, the August 1944 Allied invasion of southern France. Most African soldiers of the CEF grew up in the Atlas Mountains and were skilled and equipped for mountain warfare. Some units of exclusively Moroccan Goumiers (from Arabic: ) from the Rif mountains were grouped in units called tabors with tribal or direct family ties. There were 7,833 Goumiers. The CEF was equipped with Allied weapons such as the .45 (11.43 mm) Thompson submachine gun and .50 (12.7 mm) Browning machine gun. The Moroccan fighters also carried a traditional curved dagger called a koumia. By September 1944, the Free French forces had 560,000 soldiers. They grew to one million by the end of the year. They fought in Alsace, the Alps, and Brittany. When the war in Europe ended in May 1945, the Free French forces numbered 1.25 million, including seven infantry divisions and three armoured divisions fighting in Germany. Other Free French units were directly attached to Allied forces, including the British SAS and RAF, and the Soviet Air Forces.

The Forces Expéditionnaires Françaises d'Extrême Orient (FEFEO) was a French expeditionary corps created on 4 October 1943 to fight in the Asian theatre of World War II and liberate French Indochina, which Japan had occupied since 1940. Recruiting posters for the FEFEO depicted a US built M4 Sherman tank of general Leclerc's Free French 2nd Armoured Division, famous for its role in the 1944 liberation of Paris and Strasbourg. The posters were captioned, "yesterday Strasbourg, tomorrow Saigon: Join the Far East French Expeditionary Forces". In 1945, after Japan surrendered and China was in charge in Indochina, the Provisional French Republic sent the French Far East Expeditionary Corps to Indochina to pacify the Vietnamese liberation movement and to restore French colonial rule.

Free French commando groups called Corps Léger d'Intervention (CLI) were created by de Gaulle in November 1943 as part of the FEFEO. They trained in French Algeria, then in British India after the British Chindits, to fight the Japanese forces in occupied French Indochina. They served in French Indochina under General Roger Blaizot beginning in 1944, and were airdropped by the British Force 136's B 24 Liberator. The first CLI commandos were known as "Gaurs", named after the Indian bison.

Free French aircrews formed squadrons under the operational control of the Royal Air Force with British and Lend Lease equipment. Britain lent warships to the Free French Naval Forces. In addition to providing materiel, the British trained some Free French pilots and airborne commandos such as the 3rd SAS (French) and 4th SAS (French) and the CLI.

In 1941, while still neutral, the United States began providing Lend Lease munitions to Britain and China. Some went to the Free French in North Africa, starting in 1942. Among the large inventories of American equipment given to Free French Forces were several versions of the M4 Sherman medium tank. French armored divisions were organized and equipped the same way as US Army armored divisions and were sizable offensive commands. In 1943, the French decided to raise a new army in North Africa and had an agreement with the Americans to equip it with modern American weapons. The French 2nd Armored Division entered the Battle of Normandy fully equipped with M4A2 medium tanks. The 1st and 5th DB, which entered southern France as part of the First French Army were equipped with a mixture of M4A2 and M4A4 medium tanks. The 3rd DB, which served as a training and reserve organization for the three operational armored divisions, was equipped with roughly 200 medium and light tanks. (Of these, 120 were later returned to the US Army's Delta Base Section for reissue.) Subsequent combat losses for the 1st, 2nd, and 5th Armored Divisions were replaced with standard issue tanks from US Army stocks. The US Army also supplied the Free French Forces and Army of Africa with hundreds of US built aircraft and materiel such as vehicles, artillery, helmets, uniforms, and firearms, as well as fuel and rations for many thousands of troops.

The Vichy French Navy (Marine de Vichy).

The Vichy French Air Force (Armée de l'air de Vichy).

The French Legion of Fighters (Légion française des combattants) was the French State's first paramilitary force, created on 29 August 1940 by Xavier Vallat. On 19 November 1941, the force changed its name to French Legion of Fighters and Volunteers of the National Revolution (Légion française des combattants et des volontaires de la Révolution nationale). The National Revolution was the French State's official ideology.

The Legion of French Volunteers Against Bolshevism (Légion des volontaires français contre le bolchévisme, or LVF) was a unit of the Wehrmacht army recruited from French collaborationist movements for the German invasion of the Soviet Union in July 1941. Officially designated the 638th Infantry Regiment (Infanterieregiment 638), it was one of a number of units formed at the same time in other parts of German occupied Western Europe. The Legion began as part of a coalition of far right political factions including Marcel Déat's National Popular Rally, Jacques Doriot's French Popular Party, Eugène Deloncle's Social Revolutionary Movement, and Pierre Costantini's French League, which explicitly supported Nazi ideology and collaborated with Nazi Germany. By contrast, the conservative and authoritarian Vichy regime considered itself neutral and was more ambivalent about its dependence on Germany. However, the Vichy regime tolerated the LVF and gave it some endorsement.

The Tricolore Legion (Légion Tricolore) was created by Pierre Laval and Jacques Benoist Méchin in July 1941 and was disbanded in December 1942.