Unternehmen Paula (Operation Paula) is the German codename for a Luftwaffe operation to destroy the remaining units of the Armée de l'Air (AdA, French Air Force) during the Battle of France in 1940. On 10 May the German armed forces (Wehrmacht) began their invasion of Western Europe. By 3 June, the bulk of the British Army had withdrawn from Dunkirk Operation Dynamo, the Netherlands and Belgium had surrendered and most of the formations of the French Army were disbanded or destroyed. To complete the defeat of France, the Germans undertook another operation, Fall Rot (Case Red), to conquer the remaining regions. To achieve this, air supremacy was required. The Luftwaffe was ordered to destroy the French Air Forces and support to the German Army.

The Germans committed five Air Corps to the attack, comprising 1,100 aircraft. The operation was launched on 3 June 1940. British intelligence had warned the French of the impending attack and the operation failed to achieve the strategic results desired by Oberkommando der Luftwaffe (High Command of the Air Force). The plight of the French ground and air forces at this stage meant that the failure of the operation would not impede the conquest of France.

After the declaration of war on Nazi Germany by the United Kingdom and France, in the aftermath of the German invasion of Poland, nine months of stalemate took place along the Western Front named the Phoney War. The only military action was the French Army's Saar Offensive which was terminated in controversial circumstances. After the Polish Campaign, in October 1939, the planners of the Oberkommando der Luftwaffe (Luftwaffe High Command) and the Oberkommando der Wehrmacht (Supreme Command of the Armed Forces) turned their attentions to Western Europe.

The Western Allies had surrendered the initiative and the Germans would take the offensive in 1940. Several plans were toyed with by the German General Staff. General Franz Halder, the chief of staff of the Army, presented the first plan for Fall Gelb ("Case Yellow") on 19 October 1939. The plan's German code was Aufmarschanweisung N°1, Fall Gelb, or "Deployment Instruction No. 1, Case Yellow". The operation was a limited operation in which Luxembourg and the Low Countries were to be conquered in order to provide a base for further operations against France at a later date and amounted to a less ambitious re-run of the infamous Schlieffen Plan which failed during the First World War in 1914. It was rejected by Adolf Hitler and at the turn of the year, Heinz Guderian's chief of staff, Erich von Manstein secured Hitler's attention with a modified version. An ambitious thrust through the Ardennes was suggested by von Manstein. This main attack would use up the majority of the motorised and tank divisions (Panzer Divisions) in a drive to the English Channel. A diversion operation in Belgium and the Netherlands would precede this thrust, to lure the Allied Armies, including the British Expeditionary Force, into a trap.

Launched on 10 May 1940, the revised version of Unternehmen Gelb (Operation Yellow), also known as the Manstein Plan, succeeded. However, the British Army escaped during the Battle of Dunkirk. Nevertheless, the Belgian Army, Dutch Army and most of the elite French forces were destroyed in the encirclement. This left just second rate French units to combat the entire German Army. The Luftwaffe had played an integral part in disrupting Allied operations in this early phase. The Luftwaffe's participation was particularly crucial during the Battle of Sedan which enabled the German Army to carry out Operation Yellow. By early June the Dunkirk siege was over, and on 3 June, the Germans began preparations for the conquest of the rest of France under the codename Fall Rot (Case Red). For this to be as successful, air superiority would be required first, as it had been during Operation Yellow.

Hugo Sperrle had long planned attacks upon Paris and on 22 May he ordered Fliegerkorps II (Air Corps II) and Fliegerkorps V (Air Corps V) with Kampfgeschwader 77 (Bomber Wing 77) and Generaloberst (General Colonel) Ulrich Grauert's I Fliegerdivision, III./Kampfgeschwader 28 (Bomber Wing 28) to bomb Paris. Bad weather prevented the operation. Determined to continue with his plans, Sperrle ordered Otto Hoffmann von Waldau and Helmuth von Hoffman, Gruppenkommandeur (Group Commander) of III./KG 28, to plan an operation named Paula the following day, on 23 May 1940.

The operation was broad in its scope. As well as eliminating French airfields and aircraft factories around Paris, in von Waldau's words, the bombing was to "achieve a desirable influence on the morale of the capital". German reconnaissance aircraft reported 1,244 aircraft on airfields in and around Paris, including 550–650 single engine aircraft. This French air power was to be destroyed along with the aviation factories in the area. French anti aircraft artillery (AAA) defences were mapped from tactical to operational level, and intelligence of French ground defences was therefore good. The operation was due to be carried out on 30 May, but again, bad weather prevented it.

The operation was compromised by poor staff work and excessive confidence in the "invulnerable" Enigma cipher machine. British intelligence, which had been able to decrypt the German codes via Ultra, forewarned the French. On 30 May they intercepted a message sent by Grauert discussing the arrangements he was making for his Corps. Compounding the problem for Germany, the units involved received incomplete orders for the assault. Oberst Johann-Volkmar Fisser, Geschwaderkommodore (Wing Commander) of KG 77 complained about this. He asked the Headquarters of VIII Fliegerkorps, and was told that the target was "Paris". Sperrle responded to his request by removing KG 77 from the order of battle. The British intercepted Frisser's request to VIII Fliegerkorps, and passed it to the French. The French had intercepted similar messages, and in response they doubled their aircraft strength to 120 fighters.