As the Japanese moved through South China, American gunboats evacuated most of the Embassy staff from Nanking during November 1937. Panay was assigned as station ship to guard the remaining Americans and take them off at the last moment. They came on board 11 December and Panay moved upriver to avoid becoming involved in the fighting around the doomed capital. Three American merchant tankers sailed with her. The Japanese senior naval commander in Shanghai was informed both before and after the fact of this movement.
On 12 December, Japanese naval aircraft were ordered by their Army to attack “any and all ships” in the Yangtze above Nanking. Knowing of the presence of Panay and the merchantmen, the Imperial Japanese Navy requested verification of the order, which was received before the attack began about 13:27 that day. Although there were several large American flags flown on the ship, as well as one painted atop the cabin, the Japanese planes continued strafing and bombing the area around the Panay. Panay was hit by two of the eighteen 60-kg (132 pound) bombs dropped by three Yokosuka B4Y Type-96 bombers and strafed by nine Nakajima A4N Type-95 fighters. The bombing continued until Panay sank at 15:54. Three sailors were killed, and 43 sailors and 5 civilian passengers wounded.
Two newsreel cameramen were present on Panay, Norman Alley (Universal News) and Eric Mayell (Movietone News), and were able to take considerable film during the attack and afterward from shore as the Panay sank in the middle of the river
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