Constituted as 391st Bombardment Group (Medium) on 15 Jan. 1943 and activated on 21 Jan. Trained with B-26's for duty in Europe with Ninth AF. Moved to England, Jan.-Feb. 1944. Entered combat on 15 Feb. 1944 and during the ensuing weeks bombed targets such as airfields, marshalling yards, bridges, and V-weapon sites in France and the Low Countries to help prepare for the invasion of Normandy. Attacked enemy defense along the invasion beaches on 6 and 7 June 1944. From June to Sept., continued cross-Channel operations, which included attacks on fuel dumps and troop concentrations in support of Allied forces during the breakthrough at St. Lo in July 1944, and strikes on transportation and communications to block the enemy's retreat to the east. Began flying missions from bases on the Continent in Sept. 1944, extending its area of operations into Germany and continuing its attacks against enemy railroads, highways, troops, bridges, ammunition dumps, and other targets. Contributed vital assistance to ground forces during the Battle of the Bulge by attacking heavily defended positions such as bridges and viaducts, 23-26 Dec. 1944; for these missions, performed without fighter escort in the face of intense flak and overwhelming attacks by enemy aircraft, the group was awarded a DUC.
From Jan. to May 1945, and using A-26's beginning in April, the group concentrated its attacks on the German transportation and communications system. Flew its last mission on 3 May. Redesignated 391st Bombardment Group (Light) in July. Returned to the US in Oct. Inactivated on 25 Oct. 1945. Redesignated 11th Bombardment Group (Light). Allotted to ANG (Pa) on 24 May 1946. Extended federal recognition on 20 Dec. 1948. Redesignated 111th Composite Group in Nov. 1950, and 111th Bombardment Group (Light) in Feb. 1951. Ordered to active service on 1 April 1951. Assigned to Strategic Air Command. Trained with B-26 and B-29 aircraft. Redesignated 111th Strategic Reconnaissance Group (Medium) in Aug. 1951. Converted to RB-29's. Inactivated on 16 June 1952. Returned to ANG (Pa), redesignated 111th Fighter Bomber Group, and activated, on 1 Jan. 1953.