PANAMA CITY, Panama -- The few who knew about it at the time referred to it as the "Ma Bell" offensive. All it took was a military contacts book, a telephone and someone who could speak Spanish.

It's the largely untold story of the invasion of Panama that unfolded 10 years ago, in the early hours of Dec. 20, 1989.

In the official version of Operation Just Cause, as it was code-named, more than 26,000 U.S. troops, backed by helicopters, gunships, tanks and even stealth fighters, struck with overwhelming force soon after midnight.

Within hours, the military dictatorship of Gen. Manuel Noriega was toppled, and a democratic government installed.

Some 300 Panamanians and 23 GIs died in the invasion. But hundreds more Panamanian and American families might be grieving today were it not for the ingenuity of one man: Gen. Marc Cisneros.

Despite what some fellow officers describe as his heroic actions during Just Cause, Cisneros never received the public acclaim he might have expected. Instead, that went to Gen. Maxwell Thurman, the overall commander of troops in Panama.

Now retired from the military, Cisneros is proud of the conduct of U.S. forces during the invasion. Even so, 10 years later Cisneros believes serious blunders were committed in the planning of the invasion, leading to unnecessary destruction and possibly contributing to loss of life.

In his first detailed discussion of these events since his retirement, Cisneros revealed to the St. Petersburg Times issues that still bother him today.

"I think we could have done it with less troops and less destruction. We made it look like we were battling Goliath," he said.

"We are mesmerized with firepower. We have all these new gadgets, laser-guided missiles and stealth fighters, and we are just dying to use that stuff."

Cisneros says Thurman and other Army leaders ignored crucial advice from soldiers on the ground.

"They really did not want to take it from me that the majority of Panamanian forces were not going to fight for Noriega," he said. "I know the American mentality is to overkill, and I was concerned about the aftermath. We forget that there's a humanitarian overview."

At the time Cisneros was the commander of the U.S. Army South, the highest-ranking Latino in the Army. The son of a mechanic brought up on the Texas border with Mexico, he could have been drawn straight out of central casting. Tall, muscular, ruggedly handsome, and inspiringly confident, he had looks that belied his 50 years.

Yet, "there was nothing Hollywood about Marc Cisneros," says Gen. Fred Woerner, one of his former commanders in Panama. "Marc's no sentimental bleeding heart. He can be real tough."

Cisneros came to Panama with an impressive combat record. He served twice in Vietnam, first as a senior operations adviser during the 1968 Tet offensive, and then between 1971 and 1973 as a regional adviser.

After arriving in Panama in 1988, he quickly tuned in to the prickly situation. He was well-respected by the Noriega opposition for his fluent Spanish and no-nonsense demeanor. His diplomatic savvy made him an instant hit with foreign embassies, including the Vatican ambassador, Monsignor Sebastian LaBoa.

Cisneros was instructed to ratchet up the pressure on Noriega by strictly enforcing U.S. rights under the Panama Canal treaty.

Cisneros did just that. He wasted no opportunity to show that the United States meant business, with frequent displays of military muscle aimed at warning Noriega that his drug dealing and abuse of power wouldn't be tolerated.

As diplomatic options began to run out, Cisneros was given the task of drawing up invasion plans.

Cisneros and others were confident that the great majority of Panamanians would welcome the invasion. But he worried about a breakdown of law and order in the capital if U.S. troops failed to secure main commercial streets.

Cisneros had predicted this in an early version of the invasion plan. But his warnings went unheeded as the plan was amended in the last weeks by a battle commander, Thurman.

Thurman was a legend in the Army, a bachelor workaholic, known variously as "Mad Max" and "Emperor Maximilian." As head of the Training and Doctrine Command -- sometimes described as the Army's brain -- he was a brilliant administrator.

If Cisneros was a people person, Thurman was a systems manager. The two did not get along.

"There was no concern on the part of Thurman and the Army leadership who came in from outside," said Cisneros. "They felt the looting was not their responsibility. I felt we had to be in the city. That's where the threat was. That's where the resistance was going to be."

Officially, the events of Just Cause were recorded by the Pentagon as an unblemished success. During a speech at the Greater Tampa Chamber of Commerce in June 1990, Thurman's No. 2, Gen. Carl Stiner, told an audience, "I cannot think of one thing I would do differently." He argued that Just Cause had been brilliantly executed with a minimum of bloodshed.

But Cisneros was later vindicated by a detailed study of the invasion published in 1992 by the U.S. Army War College. It strongly criticized the deployment of forces:

"Anyone who would argue that the breakdown of law and order symbolized by the looting in Panama City came as a surprise is either being disingenuous or confessing to having made a gross error in judgment," it said. "What is more important is the fact that invading a country, with or without the request of the government, conveys a responsibility to restore and maintain public order. The critical question is how the intelligent and experienced senior U.S. military leadership failed to see the obvious and take action."

In fact, action was taken, but only after Cisneros confronted his superiors.