SAMAWAH OIL REFINERY, IRAQ -- U.S. soldiers at this northernmost observation post deep inside occupied Iraqi territory watched in horror and frustration on Thursday as Iraqi troops loyal to President Saddam Hussein attacked the town of Samawah, about a mile across the demarcation line.

Republican Guard troops fired tank rounds into a hospital, used Soviet-made helicopters to strafe the town and shelled hundreds of civilians huddled in dry ditches near a railway track south of the line marking the northern edge of the area occupied by coalition forces. Green flags, the insignia of the Shiite Muslim rebel forces, which had fluttered on top of a white onion-shaped water tower, were gone.

The next day, all the U.S. troops could do was receive the wounded civilians. There were at least 40, mostly women and children, victims not only of shelling -- random barrages meant to kill and terrorize -- but of shootings at point-blank range.

"It's very hard sitting here, not being able to do what we can," said Army Lt. Thomas Isom, 26, of Miami. "We have shown more discipline in the last four days than in the whole war. If they asked for volunteers, there is not a man here who would not go north to finish the job.

"There isn't a soldier here who does not want to finish it. They hate this," he said, expressing the torment felt by many American servicemen who, amid a declared peace in the Persian Gulf War, must sit passively as they watch enemy Iraqi troops kill trapped civilians.

The accounts of the soldiers, stationed on the rim of the Euphrates Valley -- about 150 miles from the Kuwaiti border and near the tip of the 200-mile long sector held by coalition troops -- confirmed gruesome tales of refugees and Iraqi deserters who have fled toward the Kuwaiti border over the past week from a brutal government crackdown on central and southern Iraqi towns.

An 18-month-old girl was "shot with a pistol in her chest, up close enough for a powder burn," said Capt. Daniel Miller, 29, from Toledo. A man, shot in the head, arrived with a bullet embedded in his jaw.

"We have had little kids brought to us, shot in the back, and women," said Isom, enraged by the experience of watching troops loyal to Saddam attack Samawah as part of a campaign to crush a Shiite revolt that erupted March 4 following the end of the gulf war.

Among those treated were adults with severed limbs, two or three small children with their hands and fingers blown off, according to Sgt. Dickson Figueroa, 27, a medic. Miller said an 8-year-old girl had metal fragments in her back.

Survivors from Samawah told the Americans that most males above age 12 who were still in the town when the loyalist troops attacked were killed. Some managed to escape, sneaking out from Bedouin camps on the western edge of the railroad to the 55-mile stretch through the desert to the southbound highway.

Drawing parallels with the tactics of the German Gestapo security forces in Nazi Germany, Miller and Isom explained the action of Republican Guards taking over Iraqi cities: "They come if the town is unclean, meaning it is not pro-Saddam. It is defiled by the rebels," said Miller. Continued Isom, "If you are not them {the Republican Guards}, you are unclean, and the only way to clean you is to kill you.".

"We cannot comprehend how soldiers can behave like that, go in and kill everyone over 12," said Isom. "These men are not soldiers. It is almost like genocide."

Late Friday, as a blazing red sun set behind the barren desert landscape west of Samawah, resistance fighters and distraught young men were wandering aimlessly away from their hometown, scavenging for water and food.

Abbas Musa, 25, a resistance fighter, headed out amid a cluster of men staggering by the side of the dirt road. "They burned our homes. Please find us a solution. We are dead men here. We will commit suicide if we cannot reach Safwan and leave Iraq," he pleaded.

"Our children were slaughtered in the streets. When they saw a child running, they shelled. We are waiting for the mercy of God. They were dumping explosive charges from helicopters on the arcaded souk near Kabir Street. They spewed out flames like fountains," he said.

"What happened in Kuwait is now happening in Iraq," said Musa's cousin, Abed, a high-school student. "Find us a solution. We are dying."

Another young man complained bitterly, "Allied planes were hovering above, but they did nothing. Our fate is unknown. We are in the throes of a catastrophe. We have no rights but famine, poverty and executions in the streets. What is our future?"

Sabbar Abbas said he preferred to be a prisoner of troops in the allied coalition that defeated Iraq in the gulf war than to remain in his present condition. "We want to be free, if only for one day," he said.

Haidar Qazem Ghali, an Iraqi deserter from Najaf who had turned himself in to allied forces as a POW, stood up in the back of the truck, leaned over and asked, "Can we know what is at the end of the road for Saddam? So we can still have a drop of hope after we have left our families behind. Is there a solution?"

The battle for control of Samawah, one of the last Shiite rebel strongholds to fall in the Euphrates River sector, raged for three days until the town fell Thursday.

Resistance fighters tried to hold their ground with rifles and small machine guns against loyalist troops who pounded their positions with artillery and advanced into town with heavy armor. "They were out of ammunition and outgunned. You don't fight tanks and artillery with rifles," said Miller, commander of infantry troops of the Army's 3rd Squadron, 2nd Cavalry Regiment.

On Tuesday and Wednesday, Soviet-made H-I8 helicopters firing rockets were used against Samawah residents. "We could have used our own helicopters to take them out," he remarked. "We could hear them come over our heads."

"It increased in intensity for the big push. There was a mounting crescendo of small-arms fire. Then they shelled it through the night from batteries just north of the river. It was over by about three in the afternoon," said Miller.

Recalled Isom, "several hundred people were living in the fields, in the ditches. They were shelled. We saw it. People were living there in tents and tarps."

They fired at the hospital twice. We were watching them shell the train station and other small houses. This was simply designed to kill civilians or terrorize them, which it did. It did not have a military purpose, just artillery impacts on large concentrations of civilians.

"You could see the concrete coming out of the roofs. They shoot at a target until they hit it, and then they move to something else."

Pointing to a distant bridge, Isom said, "There were hundreds of people living in the underpass. When the shelling started, they flooded to us. We had to be careful to tell them this place is not permanent."

The soldiers at the oil refinery said that at one point, 3,000 people came to hide in their midst. When U.S. soldiers tried to distribute food, leftovers from their own meals, they were almost mobbed.

Women dressed in black chadors swarmed around a medic, begging for medicine. They complained of hunger, headaches and stomach pains and said they did not want their men who had fled or been taken prisoner to return because Saddam wanted to kill them.

The oil refinery of Samawah was one of the first targets hit by allied forces in the air war that began Jan. 17 and was hit repeatedly by U.S. B-52s and British Tornados. Giant rusting oil tanks were squashed and crumpled like old shoes, black pools of drying, sticky oil stained the caked earth. Gaping craters gouged the grounds.

An unexploded 500-pound bomb dropped by a Tornado was stuck in the sand, as children played a few feet away. All along the highway to the Kuwaiti border, men continued to turn themselves in to allied forces as prisoners of war.

"There cannot be anything more miserable than this," said Abed Muttaleb, 25, from the back of a truck carrying POWs. "Our future is black. We are in a lamentable situation and just looking for hope," said the young man, who had been training to become a teacher.

Others were more despairing. "If you don't take me, just shoot me," one deserting Iraqi officer told Sgt. Scott Dixon of Provo, Utah. The officer said his family had been killed.

At checkpoint Zulu, where a steady flux of about 6,000 refugees a day had tapered to 673 by Friday evening, Staff Sgt. Jonathan Santy described how a father had brought his four sons to be taken as prisoners in order to survive.

"The father and the sons cried. You think you had seen it all. But when you see this every day, you go through a roller coaster of emotions. If I had my choice, I would let all these people go to another country. I do not want to think about what may happen if they go back to Iraq," Santy said. "Some of these are really super people. Doctors, teachers, scientists fleeing the regime. If Saddam remains in power, these people will be destroyed. I don't see Saddam letting these people live, do you?"

As the deadline approaches for the signing of a formal cease-fire that would permit their departure, many American soldiers are agonizing over the fate of people they have met, and fear that villagers they have helped will be punished when they are gone.

"If we leave, will they live?" asked Isom, as women clutching children giggled shyly and asked for medicine and water in the narrow passageways snaking through the refinery.

A 52-year-old oil surveyor who spoke some English begged for cigarettes to help him through the night. "I am very tired, I came here in the middle of the night with six children and a wife," he said. "I go with you to America. To hell with Iraq."

When asked in Arabic what had happened in Samawah, the man broke down in tears. He spat on the ground, cursed Saddam and took an Iraqi five-dinar bill and tore it to shreds. "Go see the tragedy in Samawah," he yelled. "The Americans are against us, you know."

A friend, standing next to him complained, "The world has no conscience. We are carrying the burden for the crimes of one man."

Meanwhile, Miller looked sadly on the Iraqi refugees. "Seeing the adults is one thing. But when you see the little children, sitting there crying and bleeding, you want to go and take care of them."

There is little he can say to ease their pain. "I tell them, the war was to free Kuwait, it was not to free Iraq. That's the way it is."