U.S. Army soldiers Saturday captured the headquarters of the Republican Guard's Medina Division in this town about 35 miles southeast of Baghdad.

Two tank companies and an infantry company of the 3rd Infantry Division rolled through the headquarters unopposed and quickly took over the entire base. It appeared that the Republican Guard defenses had completely collapsed.

Outside the base on a three-mile stretch of road were hundreds of bunkers and foxholes and dozens of artillery pieces, anti-aircraft guns, tanks, and armored personnel carriers.

All of them had been abandoned by Iraqi troops. No troops could be seen.

The tanks and Bradley Fighting Vehicles used their main guns to destroy the military vehicles along the route.

When U.S. troops pulled into Suwaryah, the Republican Guard artillery pieces were sandwiched between civilian homes and business. Hundreds of young men in civilian clothes stood on the side of the road waving as U.S. troops drove by.

"Look at all the Republican Guard waving at us," Staff Sgt. Bryce Ivings of Sarasota, Fla., quipped to his company commander, Capt. Chris Carter of Watkinsville, Ga.

"I bet they had their civilian clothes with them," replied Carter, commander of A Company, 3rd Battalion 7th Infantry Regiment of the 3rd Infantry Division.

The Medina division headquarters was heavily damaged by U.S. airstrikes before the attack company's arrival. Most of the rooms had been cleaned out and the parking lot for the officers was empty.

In front of one division's office building was a mosaic of a smiling President Saddam Hussein in full military uniform. Standing in front of it, Lt. Col. Philip DeCamp, commander of the 4th Battalion 64th Armor Regiment, said with a smile: "We have their division headquarters, they're done."

Inside the general's office, troops found the general's flag and photos of other senior officers. Inside another office, someone had set up a calendar -- patiently marking off the dates until March 10.

There was also a memo with an elaborate border around it with instructions on how to deal with the U.S. attack. The first instruction was "don't panic, don't act stupidly."

The two-story high headquarters building was a box shape with a courtyard in the middle -- traditional Arabian architecture. Green ceramic tiles were under the windows.

Troops later moved to another building -- the air defense headquarters. Most of the rooms were empty, except for training materials, papers and cardboard models of U.S. and Iraqi aircraft. There were also chemical protection suits, gas masks and nerve agent antidotes.

On the wall were painted silhouettes of F-117 stealth fighters and posters on how to use anti-aircraft guns and missiles.