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Mahan Class destroyer No. 375 Downes shared the same specification as her sister ship Case. She was in Drydock No. 1 alongside her sister ship Cassin. At 0905, in the Second Attack Wave, Val dive-bombers targeted the ships, of which the battleship Pennsylvania was the third, in the drydock. Lieutenant Jefferson D. Parker was the senior officer present but his options were limited by the fact that the ship was at the bottom of the dock and thus blinkered, and the electricity supply from ashore which was required to work equipment was interrupted. A bomb fell between the destroyers and then two hit Downes. The resulting fires could not be brought under control because there was no pumping power in a ship that was in for engineering work. Parker ordered "abandon ship" but then organized fire-fighting from the dockside. Water was entering the dock at 0920 and lifted the burning oil as it came. Cassin rolled over against Downes. The fire was finally brought under control at 1045. The remains of the ship were removed from the drydock on 6 February 1942 but the hull had to be scrapped and the salvaged machinery was installed in a new hull at Mare Island in November 1943.

See also: Case; Cassin; Pennsylvania; Second Attack Wave; Val