'Matador' (iii) was the British amphibious thrust to take the strategic port of Kyaukpyu at the north-western tip of Ramree island in the Arakan western coastal region of Japanese-occupied Burma, south of Akyab across Hunter’s Bay, and also the key airfield near the port (21 January 1945).

The undertaking was contained within the overall 'Talon' concept for the seizure of Arakan, and was in reality a two-part operation in which 'Matador' (iii) would be the amphibious landing to take Ramree town in the northern part of Ramree island, and 'Block' the subsequent advance to the south to trap the Japanese with their backs to the mangrove swamps and the sea, and there destroy them.

Convinced that Lieutenant General Sir William Slim would direct the main effort of his 14^th Army toward a breakthough in the central sector of northern Burma, in the area of Meiktila and Mandalay, before advancing down the lines of the Irrawaddy and Sittang rivers to Rangoon and the Gulf of Martaban, General Heitaro Kimura’s Burma Area Army stripped the Japanese garrison of the Arakan region to the absolute minimum to reinforce the area of Mandalay and Meiktila. Lieutenant General Shozo Sakurai’s 28^th Army was therefore directed to use only Lieutenant General Shigesaburo Miyazaki’s 54^th Division to hold Arakan.

'Talon' had seen the Arakan advance of Lieutenant General Sir Philip Christison’s Indian XV Corps' 81^st and 82^nd (West Africa) Divisions, commanded by Major General F. J. Loftus-Tottenham and Major General G. McI. I. S. Bruce respectively, down the parallel Mayu and Kaladan river valleys inland of the coast while Major General G. N. Wood’s Indian 25^th Division moved along the coast itself to take Donbaik and then, by the 'Lightning' amphibious assault, Akyab island. As the West African divisions continued to the south near the coast in the direction of An and Taungup, where they could have turned to the east across the Arakan Yomas to enter the Irrawaddy river valley in the rear of the 28^th Army's main positions, 'Matador' (iii) was devised to take Kyaukpyu at the northern end of Ramree island as a major base area for subsequent operations, and the troops and their equipment were moved from Chittagong in six transports (3,194-ton Barpeta, 5,108-ton Egra, 5,196-ton Ellenga, 11,348-ton Llanstephan Castle, 9,213-ton Nevasa and 7,073-ton Salween) and three infantry landing ships ( 6,793-ton Ikauna, 6,793-ton Itola, and 3,560-ton Wing Sang).

Task Force 64, commanded by Rear Admiral B. C. S. Martin on board the destroyer Napier, had four personnel carriers, two landing ships infantry, two auxiliary personnel carriers, one assault transport, 60 landing craft (24 assault landing craft, 18 mechanised landing craft, eight personnel landing craft, four support landing craft, three tank landing craft, two infantry landing craft and one headquarters landing craft), eight motor launches and nine other craft to land Brigadier J. F. R. Forman’s Indian 4^th Brigade and Brigadier R. C. Cottrell-Hill’s Indian 71^st Brigade of Major General C. E. N. Lomax’s Indian 26^th Division in the northern part of Ramree island.

A gunfire bombardment force, comprising the battleship Queen Elizabeth (a late addition after reports had been received about the presence of large numbers of Japanese guns in Ramree island), light anti-aircraft cruiser Phoebe, destroyers Rapid and Raider, frigate Spey, and sloops Flamingo, Redpole and Indian Kistna, supported the operation with preparatory fire on the assault areas, while air support was provided by the aircraft of the escort carrier Ameer escorted by the Australian destroyer Norman.

The escort carrier’s aircraft drove off an attack by 18 Japanese aircraft. One hour before the Indian 71^st Brigade of Lomax’s Indian 26^th Division was scheduled to land, Queen Elizabeth opened fire with her main battery, the associated observation being undertaken by aircraft from Ameer. Phoebe also joined the bombardment, along with four squadrons of Consolidated B-24 Liberator heavy bombers and 24 Republic P-47 Thunderbolt fighter-bombers of Colonel Lloyd H. Dalton’s US 12^th Bombardment Group within Air Commodore the Earl of Bandon’s No. 224 Group, RAF, which bombed and strafed to soften up the beaches.

On 22 January the assault troops were delivered by the Indian sloops Jumna and Narbada, supported by ML-416, ML-843, ML-854, ML-885 and ML-892, and Nos 42 and 44 (Royal Marine) Commandos and the army’s Nos 1 and 5 Commandos came ashore at Kangaw without meeting any opposition and secured the beach-head. On the following day Forman’s Indian 4^th Brigade landed. The Japanese defence was then mopped up as the two brigades secured the island, the Indian 71^st Brigade advancing to the south along the west coast, and the Indian 4^th Brigade taking the airfield and the area surrounding it.

The Japanese were now being driven toward inevitable destruction by 'Block', which was unleashed on them three days later.