The 'Battle of Gazala' was fought between Axis and Allied forces during the Western Desert campaign in the area to the west of the port of Tobruk in Libya (26 May/21 June 1942).

Axis troops of Generaloberst Erwin Rommel’s Panzerarmee 'Afrika', which was known to the Italians as the Gruppo Corazzato Africa, comprising German and Italian units fought General Sir Claude Auchinleck’s British 8^th Army comprising largely British Commonwealth, Indian and Free French troops.

The Axis troops made a decoy attack in the north as the main attack moved round the southern flank of the Allied force’s Gazala position. Unexpected resistance at the southern end of the line around the Bir Hakeim box by its Free French garrison, left the Panzerarmee 'Afrika' with a long and vulnerable supply route around the 'Gazala Line'. Rommel retired to a defensive position backing onto Allied minefields and known to the Allies as 'The Cauldron', forming a base in the centre of the British defences. Italian engineers lifted mines from the western side of the minefields to create a supply route through to the Axis force. The 'Aberdeen' attack by the 8^th Army to finish the Panzerarmee 'Afrika', was poorly co-ordinated and defeated in detail, many British tanks being lost, and the Panzerarmee 'Afrika' regaining the initiative. The 8^th Army withdrew from the 'Gazala Line' and the Axis troops took Tobruk in a single day. Rommel pursued the 8^th Army into Egypt and forced it out of several defensive positions. The 'Battle of Gazala' is considered by many to have been the greatest victory of Rommel’s career.

As both sides neared exhaustion, the 8^th Army checked the Axis advance at the '1^st Battle of El Alamein'. To support the Axis advance into Egypt, the planned 'Herkules/Operazione C3' combined operation against Malta was postponed. The British were thus able to revive Malta as a base for attacks on Axis convoys to Libya, greatly complicating Axis supply difficulties at the '2^nd Battle El Alamein'.

After 'Crusader' late in 1941, the 8^th Army had relieved Tobruk and driven the Axis forces from Cyrenaica westward round the Cyrenaican bulge to El Agheila on the south-eastern coast of the Gulf of Sirte. The 8^th Army advance of some 500 miles (800 km) over-stretched its supply lines, however, and in January 1942 the Allies reduced their front-line garrison strength in favour of work on lines of communication and supply dumps in preparation for another westward advance into Tripolitania. The elimination of the Malta-based naval Force 'K', which ran into an Italian minefield off Tripoli in the middle of December and the arrival of General Bruno Loerzer’s II Fliegerkorps in Sicily, temporarily neutralised the British air and naval forces in Malta, allowing more Axis supplies to reach Libya. After a two-month delay, the German and Italian forces in Libya began to receive supplies and reinforcements of men and armour in a process which continued until the end of May, when the II Fliegerkorps was transferred to the Eastern Front.

While aware from signals intelligence of these reinforcements, the headquarters of Auchinleck’s Middle East Command in Cairo underestimated their significance and Axis fighting strength after having greatly exaggerated the casualties inflicted on the Axis forces in 'Crusader'. In an appreciation of January 1942, Auchinleck alluded to an Axis fighting strength of 35,000 men, when the true figure was about 80,000 men (50,000 German and 30,000 Italian troops). The 8^th Army expected to be ready by February and headquarters in Cairo believed that the Axis forces would be too weak and disorganised to mount a counter-offensive before then. On 21 January, Rommel despatched three strong armoured columns to make a tactical reconnaissance. Finding only the thinnest of screens, Rommel revised the reconnaissance into an offensive, recapturing Benghazi on 28 January and Tmimi on 3 February. By 6 February, the British-led forces had fallen back to a line from Gazala to Bir Hakeim, a few miles to the west of Tobruk, from which the Axis forces had pulled back seven weeks earlier. The Allies had 1,309 casualties from 21 January, lost 42 tanks knocked out and another 30 through damage and breakdowns, and 40 pieces of artillery.

Between Gazala and Tmimi, just to the west of Tobruk, the 8^th Army was able to concentrate its forces sufficiently to turn and fight. By 4 February, the Axis advance had been halted and the front line stabilised from Gazala on the coast, 30 miles (48 km) to the west of Tobruk, to an old Ottoman Empire fortress at Bir Hakeim 50 miles (80 km) inland to the south. This 'Gazala Line' took the form of a series of defensive boxes each held by a single brigade group, laid out across the desert behind minefields and barbed wire entanglements, with the gaps between the boxes covered by regular patrols. Colonel (from 5 June Général de Brigade) Pierre Koenig’s 1^st Free French Brigade Group held the southern extremity of the line at Bir Hakeim, some 13 miles (21 km) to the south of box of Brigadier C. W. Haydon’s 150^th Brigade Group, which was itself 6 miles (9.7 km) to the south of the box held by Brigadier L. L. Hassall’s 69^th Brigade Group. The line was not evenly manned, with a greater number of troops covering the coast road, leaving the south less well defended, but the line was behind deep minefields and a longer line would have made an attack around the southern flank harder to supply. Behind the 'Gazala Line' were defensive boxes known as Commonwealth Keep or Hill 209 at Ras El Madauur on the main defence line of Tobruk, about 9 miles (14.5 km) to the west-south-west of the port. Acroma, Knightsbridge, 12 miles (19 km) to the south of Acroma and El Adem, were sited to block tracks and junctions. A box at Retma was completed just before the Axis offensive, but work on the boxes at Point 171 some 4 miles (6.4 km) to the south-east of Bir Hakeim and at Bir el Gubi did not begin until 25 May.

Winston Churchill, the British prime minister, exerted great pressure on Auchinleck to attack and drive the Axis forces out of Cyrenaica and relieve the pressure on Malta, which the British leader felt was essential to the war effort. The 8^th Army received new equipment, including 167 US Lend-Lease M3 Grant medium tanks equipped with 75-mm (2.95-in) guns, and large numbers of 6-pdr anti-tank guns. Rommel believed that the British minefields ended well to the north of Bir Hakeim and did not know of the 'mine marsh' surrounding the box. The 8^th Army was in the process of reorganising, changing the relationship between infantry and artillery, while Air Chief Marshal Sir Arthur Tedder’s RAF Middle East Command concentrated the efforts of Air Vice Marshal A. Coningham’s Air Headquarters, Western Desert, on the support of the ground forces. Army commanders lost the power to direct air operations, which was reserved for the air commanders. A new fighter-bomber concept was developed and Coningham moved his headquarters to that of the 8^th Army to improve communication.

Axis commanders knew that the entry of the USA into the war would give the 8^th Army access to an increase in matériel but sought to forestall an Allied offensive before these supplies could influence events. By a time late in May, Major General D. H. Pienaar’s South African 1^st Division was on the 'Gazala Line' nearest the coast, Major General W. H. C. Ramsden’s 50^th Division to the south and the 1^st Free French Brigade farthest to the south at Bir Hakeim. Major General H. Lumsden’s 1^st Armoured Division and Major General F. W. Messervy’s 7^th Armoured Division waited behind the main line as a mobile counterattack force, Major General H. B. Klopper’s 2^nd South African Division was the garrison of Tobruk and Major General H. R. Briggs’s Indian 5^th Division, which had arrived in April to relieve Major General F. I. S. Tuker’s Indian 4^th Division, was in reserve. The Allies had 110,000 men, 843 tanks and 604 aircraft.

The retreat of the Axis forces to El Agheila in the aftermath of 'Crusader' reduced their supply distance from Tripoli to 460 miles (740 km), and the discovery of 13,000 tons of fuel at Tripoli eased the supply crisis, despite the delivery of only 50,000 tons of supplies in January. The Panzerarmee 'Afrika' now had a much shortened supply line while the British were burdened by a considerably over-extended supply line. Generalfeldmarschall Albert Kesselring;s Luftflotte II in Sicily had also regained air superiority for the Axis. Rommel asked for another 8,000 trucks but this was an unrealistic demand which was rejected, and Rommel was warned that an advance would cause another supply crisis. On 29 January, the Panzerarmee 'Afrika' recaptured Benghazi and on the following day ammunition supply to the front line failed. By 13 February, Rommel had agreed to halt at Gazala, some 900 miles (1300 km) from Tripoli.

Until May, monthly Axis deliveries averaged 60,000 tons, which was less than the smaller Axis force had received between June and October 1941 but still, in Rommel’s opinion, sufficient for an offensive. The 900-mile (1400-km) advance to Gazala succeeded because the port of Benghazi was now available, reducing the transport distance for about one-third of the supplies for the Panzerarmee 'Afrika' to 280 miles (450 km). The Italians tried to restrain Rommel by advocating the capture of Malta, which would postpone another offensive in Africa until the autumn, but agreed to an attack on Tobruk for a time late in May. An advance would stop at the Egyptian frontier, another 150 miles (240 km) farther to the east, and the Luftwaffe would redeploy for 'Herkules'. The capture of Malta would not alter the constraints of port capacity and distance, however, and protection of convoys and a large port close to the front would still be required for an Axis victory.

Air attacks on Malta, directed by Kesselring, greatly reduced the island bastion’s offensive capacity, allowing supply convoys from Italy to reach Axis forces in Africa with increased regularity. 'Venezia', which was the Axis plan of attack, was for armoured forces to make a flanking manoeuvre to the south of the fortified Bir Hakeim box. On the left flank, Generale di Divisione Giuseppe di Stefanis’s 132a Divisione corazzata 'Ariete' was to neutralise the Bir Hakeim box and, on the right flank, Generalmajor Georg von Bismarck’s 21^st Panzerdivision and Generalmajor Gustav von Vaerst’s (from 27 May Oberst Eduard Crasemann’s) 15^th Panzerdivision was to advance to the north behind the 8^th Army’s defences, to destroy the Allied armour and cut off the infantry divisions on the 'Gazala Line'. On the far right of the attack, a Kampfgruppe of Generalmajor Ulrich Kleemann’s 90^th leichte Division was to advance to El Adem, to the south of Tobruk, and cut the line of supply from the port to the 'Gazala Line' while also pinning the Allied forces in Tobruk.

The rest of Generale di Corpo d’Armata Ettore Baldassarre’s Italian XX Corpo d’Armata di Manovra, namely Generale di Divisione Arnaldo Azzi’s 101^st Divisione motorizzata 'Trieste', was to open a gap in the minefield in the area to the north of the Bir Hakeim box near the Sidi Muftah box and thereby create a supply route to the armour. Rommel anticipated that, having dealt with the Allied armour, he would capture El Adem, Ed Duda, Sidi Rezegh and 'Knightsbridge'. The Axis tanks would then be in a position to attack on the following day to the west against the 8^th Army’s defensive boxes between Gazala and Alem Hamza, meeting the attack to the east by Generale di Corpo d’Armata Benvenuto Gioda’s Italian X Corpo d’Armata and Generale di Corpo d’Armata Enea Navarini’s Italian XXI Corpo d’Armata. By a time late in May, the Axis forces comprised 90,000 men, 560 tanks and 542 aircraft.

At 14.00 on 26 May, the Italian X Corpo d’Armata and XXI Corpo d’Armata launched a frontal attack on the central Gazala positions, after a heavy artillery concentration that launched 'Venezia'. A few elements of Generalleutnant Walter Nehring’s Deutsches Afrika Korps and the XX Corpo d’Armata di Manovra were attached to these assault groups. During the day, the bulk of the Deutsches Afrika Korps moved to give the impression that this was the main Axis assault. When night fell, the armoured formations turned to the south in a sweeping move around the southern end of the 'Gazala Line'.

In the early hours of 27 May, Rommel personally led the elements of the Panzerarmee 'Afrika', the Deutsches Afrika Korps, the Italian XX Corp d’Armata di Manovra and the 90^th leichte Division, in a bold flanking move around the southern end of the British and allied line, using the Allied minefields to protect the Axis flank and rear. The 132a Divisione corazzata 'Trieste' of the XX Corpo d’Armata di Manovra was checked for about one hour by Brigadier A. A. E. Filose’s Indian 3^rd Motor Brigade of Messervy’s 7^th Armoured Division, dug in about 3.7 miles (6 km) at Rugbet el Atasc to the south-east of Bir Hakeim. The 132o Reggimento Fanteria Carri Armati of the 132a Divisione corazzata sent forward its experienced 8o Battaglione di carri armati medi and 9o Battaglione di carri armati medi, while the fresh 10o Battaglione di carri armati medi was retained in the second line. The Indian position was overrun with the loss of 23 tanks, some of which were repairable in the field, 30 men killed and 50 wounded, while the Indians lost 440 men killed and wounded and about 1,000 men taken prisoner, the latter including Admiral Sir Walter Cowan, and most of its equipment. The 21^st Panzerdivision was currently advancing to the south of the position and did not take part in the action.

Further to the east, the 15^th Panzerdivision had engaged Brigadier A. H. Gatehouse’s 4^th Armoured Brigade of the 7^th Armoured Division, which had been ordered south to support the Indian 3^rd Motor Brigade and Brigadier J. M. L. Renton’s 7^th Motor Brigade. In a mutually costly engagement, the Germans were surprised by the range and power of the 75-mm (2.95-in) guns on the new Grant tanks. The 4^th Armoured Brigade then withdrew toward El Adem and spent the night near the Belhamed supply base, to the east of El Adem. By a time late in the morning, the Axis armoured units had advanced more than 25 miles (40 km) to the north but by 12.00 had been stopped by Lumsden’s 1^st Armoured Division in more mutually costly fighting.

On the far right of the Axis advance, the 90^th leichte Division engaged the 7^th Motor Brigade at Retma and forced it to withdraw to the eat on Bir el Gubi. Resuming their advance toward El Adem before 12.00, armoured cars of the 90^th leichte Division came upon the advanced headquarters of the 7^th Armoured Division near Bir Beuid, dispersing it and capturing a number of officers including the commander, Messervy, who pretended to be a batman and escaped. The 'inexcusable' lapse in security left the division without effective command for the next two days. As planned, the 90^th leichte Division reached the El Adem area by the middle of the morning and captured a number of supply dumps. On the following day, the 4^th Armoured Brigade was sent to El Adem and the 90^th leichte Division was driven back to the south-west.

The tank battle continued for three days. Lacking possession of Bir Hakeim, Rommel drew the Deutsches Afrika Korps into a defensive position, using the extensive Allied belts of mines to block an Allied approach from the west. The British tanks attacked several times from the north and east against accurate defensive fire. The Axis supply situation became desperate and, defending the German rear, the 132a Divisione corazzata 'Ariete' repulsed attacks by the British armoured brigades on 29 May and during the first week of June.

The Bir Hakeim box was defended by the 1^st Free French Brigade. On 27 May, the Italian 9o Battaglione di carri armati of the 132a Divisione corazzata 'Ariete', which had not been engaged in the destruction of the 3^rd Indian Brigade box and had continued to advance alone at full speed, stumbled in the French positions and launched a hasty attack, which was a costly failure against the French 75-mm (2.95-in) guns and mines. On the night of 1/2 June, the 90^th leichte Division and 101a Divisione motorizzata 'Trieste' were sent south to renew the attack on Bir Hakeim, where the battle continued for another 10 days. Reinforced by another Kampfgruppe, the Axis forces attacked Bir Hakeim once again on 9 June and had overrun the defences by the following day. Ritchie ordered the remaining troops to evacuate as best they could, under the cover of darkness. Under fire through the night, many of the Free French troops were able to find gaps in the line through which to withdraw. The survivors then made their way some 3 miles (8 km) to the west to rendezvous with transport from the 7^th Motor Brigade. About 2,700 troops, including 200 wounded, of the original garrison of 3,600 escaped and about 500 Free French troops, many of whom were wounded, were taken prisoner when the 90^th leichte Division occupied the position on 11 June.

Early on 29 May, supply vehicles supported by the 101a Divisione motorizzata 'Trieste' and 132a Divisione corazzata 'Ariete' worked through the minefield in the area to the north of Bir Hakeim and reached the Deutsches Afrikakorps trapped in 'The Cauldron. On 30 May, Rommel pulled the Deutsches Afrika Korps back to the west against the edge of the minefields, creating a defensive position. A link was formed with elements of the X Corpo d’Armata, which were clearing two routes through the minefields from the west. In the process, the Sidi Muftah box was overrun and Haydon’s defending 150^th Brigade was destroyed after brutal fighting. At one point, Rommel personally led a Panzergrenadier platoon in the attack;

Acting on mistaken reports about the extent of the German tank losses, Auchinleck strongly urged Ritchie to counterattack along the coast, to exploit the absence of German tanks and break through to Tmimi and then Mechili. Ritchie was more concerned by the security of Tobruk, brought reinforcements up to the El Adem box, and created new defensive boxes opposite the gaps in the minefield. Ritchie ordered the 8^th Army to counterattack the Deutsches Afrika Korps on 5 June, but the counterattack was met by accurate fire from tank and anti-tank guns positioned in 'The Cauldron'. In the north, Lieutenant General W. H. E. Gott’s British XIII Corps (South African 1^st and 2^nd Divisions, and British 50^th Division) made no progress, but the attack by the 7^th Armoured Division and Indian 5^th Division on the eastern flank of 'The Cauldron' at 02.50 initially went well. An important element of the plan was the destruction of the Axis anti-tank screen with an artillery bombardment, but as a result of an error in plotting its position, the bombardment fell too far to the east. When Brigadier W. G. Carr’s 22^nd Armoured Brigade advanced, it was met by massed anti-tank fire and checked. Brigadier A. C. Willison’s 32^nd Army Tank Brigade, advancing from the north, joined the attack at dawn, but also ran into massed fire, losing 50 or its 70 tanks.

By a time early in the afternoon on 5 June, Rommel had divided his forces, deciding to attack to the east with the 132a Divisione corazzata 'Ariete' and the 21^st Panzerdivision while sending elements of 15^th Panzerdivision to the north against the 'Knightsbridge' box. The eastward thrust toward Bir el Hatmat dispersed the tactical headquarters of the two British divisions, as well as the headquarters of Brigadier B. C. Fletcher’s Indian 9^th Brigade, Brigadier C. H. Boucher’s Indian 10^th Brigade and other smaller units, which caused a breakdown in command. Carr’s 22^nd Armoured Brigade, having lost 60 of its 156 tanks, was forced from the battlefield by more attacks from the 15^th Panzerdivision. Three Indian infantry battalions, a reconnaissance regiment and four artillery regiments of the attacking force were left behind, unsupported by armour, and were overrun. Rommel retained the initiative, maintaining his strength in 'The Cauldron' while the number of operational British tanks fell. A number of probes were sent to test the various opposing strongpoints, and between 6 and 8 June, further attacks were launched on Bir Hakeim and repulsed by the French garrison. The 7^th Motor Brigade and Indian 29^th Brigade continued to harass the Axis lines of communications.

On 11 June, Rommel pushed the 15^th Panzerdivision and 90^th leichte Division toward El Adem, and by the following day had begun forcing Brigadier J. C. O. Marriott’s (from 17 June Brigadier G. F. Johnson’s) 201^st Guards Brigade out of the 'Knightsbridge' box to Tobruk. Brigadier D. W. Reid’s Indian 29^th Brigade repulsed an attack on the El Adem box on 12 June but Briggs’s 2^nd Armoured Brigade and Gatehouse’s 4^th Armoured Brigade on their left were pushed back 3.7 miles (6 km) by the 15^th Panzerdivision and had to leave their damaged tanks on the battlefield. On 13 June, the 21^st Panzerdivision advanced from the west and engaged Carr’s 22^nd Armoured Brigade. The Deutsches Afrika Korps demonstrated a clear tactical superiority, combining tanks with anti-tank guns in the attack; Rommel acted rapidly on intelligence obtained from Allied radio traffic intercepts. By the end of the day, the British tank strength had been reduced from 300 to about 70, and the Deutsches Afrikakorps had established both an armoured superiority and a dominating line of positions, making XIII Corps on the 'Gazala Line' vulnerable to being cut off. By the end of 13 June, the 'Knightsbridge' box had been virtually surrounded and was abandoned by the Guards brigade later that night. As a result of these defeats, 13 June became known to the 8^th Army as 'Black Saturday'.

On 13 June, the 21^st Panzerdivision attacked Rigel Ridge in the middle of a sandstorm. The Germans overran part of the 2/Scots Guards at the 'Knightsbridge' box at the western end of Rigel Ridge, overlooked by the South African 6^th Anti-Tank Battery of the 2^nd Field Regiment, Natal Field Artillery and one battery of the nearby 11^th Regiment, Royal Horse Artillery. The South African gunners kept firing until their guns were destroyed, allowing the withdrawal of other Allied units. The South African battery commander had decided to stay and maintain fire against the German tanks, to delay the Germans for as long as possible. The remaining guns were commanded individually and fired at the German tanks over open sights. The German tanks took up positions behind the ridge, with anti-tank guns placed between them. A column of German tanks attacked from the rear, surrounding them and cutting off all escape, but the gunners kept firing until all eight guns had been destroyed. About half the gun detachments were killed and wounded, including the battery commander and many officers. The last gun in action was manned by Lieutenant Ashley and a signaller. When the battery had been silenced, the Axis tanks approached cautiously and the South African gunners were taken prisoner among the total of more than 3,000 men taken.

On 14 June, Auchinleck authorised Ritchie to withdraw from the 'Gazala Line'. The defenders in the El Adem and two neighbouring boxes held out and the practically intact South African 1^st Division was able to withdraw along the coast road. The road could not accommodate two divisions, however, and the remaining two brigades of Ramsden’s 50^th Division could not retreat to the east because of the Axis tanks and attacked to the south-west, breaking through the lines of Generale di Divisione Giacomo Lombardi’s 27a Divisione fanteria 'Brescia' and Generale di Divisione Antonio Franceschini’s 17a Divisione fanteria 'Pavia' of Generale di Corpo d’Armata Benvenuto Gioda’s X Corpo d’Armata, and then headed south into the desert before turning to the east. London would not contemplate a withdrawal to the better defensive positions on the Egypt/Libya frontier and on 14 June, Auchinleck ordered to Ritchie to hold a line running to the south-east from Acroma, to the west of Tobruk, through El Adem to Bir El Gubi. By the evening of 15 June, the Point 650 box had been overrun and on 16 June, the defenders at Point 187 had been forced by lack of supplies to evacuate. The defensive boxes at El Adem and Sidi Rezegh were also attacked by the Deutsches Afrika Korps. On 17 June, both boxes were evacuated,so ending any chance of preventing the encirclement of Tobruk. Ritchie ordered the 8^th Army to withdraw to Mersa Matruh, about 100 miles (160 km) to the east of the frontier, leaving Tobruk to threaten the Axis lines of communication as in 1941. The retreat became known to some as the 'Gazala Gallop'.

In February 1942, the army, navy and air force commanders-in-chief in Cairo had agreed that Tobruk should not stand another siege. The defences at Tobruk had not been maintained and it was garrisoned by inexperienced troops. Auchinleck viewed the defence of Tobruk as a lesser matter and told Ritchie that he did not intend to hold it at all costs. An immense store of supplies of every description had been accumulated around the port for an Allied offensive, and Auchinleck expected it to be able to hold out for two months with the supplies in the fortress. Churchill had placed great store on the symbolic value of Tobruk, and thus there was an exchange of ambiguous signals, leading to the port becoming taken under siege rather than evacuated as originally planned.

'Venezia' had began on 26 May 1942 and driven the 8^th Army back to positions well to the east of Tobruk, leaving the latter vulnerable to attack from the east. Gott garrisoned Tobruk with the two brigades of Klopper’s South African 2^nd Division together with Johnson’s 201^st Guards Motor Brigade, Brigadier A. Anderson’s Indian 11^th Brigade, Willison’s 32^nd Army Tank Brigade and Brigadier J. S. Muirhead’s 4^th Anti-Aircraft Brigade.

The Panzerarmee 'Afrika' penetrated a weak spot on the eastern defensive perimeter and took the port within on day. The garrison of 33,000 men was captured, many of those on the western perimeter not having been engaged. more than 1,000 vehicles in working order, 5,000 tons of food and 1,400 tons of petrol were captured. The surrender was the largest capitulation of British imperial forces in the war after the 'Battle of Singapore' in February 1942. Later in the year, a court of inquiry (in absentia) found Klopper to be largely blameless for the surrender and ascribed the defeat to failures among the British high command. The findings were kept secret until after the war, doing little to restore the reputation of Klopper and his troops.

With the capture of Tobruk, the Axis gained a port nearer the route linking the route from the Aegean Sea and Crete to North Africa, and seized a large quantity of Allied supplies. If the Allies could not now stop them in north-western Egypt, the Axis forces would take the Suez Canal, forcing Britain to use supply lines twice as long, threatened by U-boats. and possibly to drive for the oilfields in the Middle East. Hitler rewarded Rommel with a promotion to the rank of Generalfeldmarschall, the youngest German officer ever to achieve this rank, to which Rommel responded with the remark that he would have preferred another Panzer division.

Auchinleck dismissed Ritchie on 25 June and assumed personal command of the 8^th Army for the '1^st Battle of El Alamein', in which he stopped Rommel’s advance. In August, Auchinleck was replaced as commander of the 8^th Army by Gott, commander of the XIII Corps commander, and as commander-in-chief of the Middle East Command by General the Hon. Sir Harold Alexander. Gott was killed when his aircraft was shot down, and Lieutenant General B. L Montgomery was appointed as his replacement.

In the 'Battle of Gazala', the 8^th Army had lost 50,000 men killed, wounded or taken prisoner, this total including about 35,000 men at Tobruk. The Germans suffered 3,360 casualties, about 15%t of their strength, and the Italian casualties were 3,000 men, 125 tanks, 44 armoured cars, 450 motor vehicles, 39 pieces of artillery and 74 47-mm anti-tank guns. On 30 June, the Deutsches Afrikakorps reported that Axis tank losses were about  400 and that only between 44 and 55 German tanks were now operational. The Italian XX Corpo d’Armata was down to 15 tanks and the 90^th leichte Division had only 1,679 men. The 8^th Army lost thousands of tons of supplies, nearly 800,000 rounds of artillery ammunition, nearly 13 million rounds of small-arms ammunition and a huge number of tanks. Hundreds of damaged tanks had been left behind when armoured regiments retreated, and it was estimated that there were 1,188 tank casualties in 17 days. On 22 June, the Air Headquarters Western Desert had 463 operational aircraft, 420 of them in the Middle East, the Germans 183 and the Italians 238, with another 174 in reserve and 500 in the Mediterranean excluding Italy. The Royal Army Ordnance Corps recovered 581 tanks up to 19 June, repaired 278 and sent 222 back to Egypt: 326 of these tanks were US-made vehicles. The 8^th Army had been reduced to about 185 operational tanks by the end of the battle and the inevitable shuffling of operational tanks and crews between units disrupted unit organisation. Seven field artillery regiments, 6,000 lorries and two tank repair workshops, which had been moved into Tobruk, were also lost. By 1 July, the 8^th Army was back at El Alamein, with 137 serviceable tanks, 42 en route from workshops and 902 tanks waiting to be repaired.

The Panzerarmee 'Afrika' launched 'Aïda', its advance into Egypt, while the 8^th Army fell back to El Alamein. Auchinleck decided not to hold Mersa Matruh, choosing instead to fight a delaying action with the X Corps and XIII Corps. The Deutsches Afrika Korps was delayed at the 'Battle of Mersa Matruh', but signal failures led to disorganisation and the X Corps' line of retreat along the coast road being cut off. The corps broke out at night to the south and worked its way around the German positions, collided with Axis forces several times, and lost more than 6,000 men taken prisoner, 40 tanks and a large quantity of supplies. Auchinleck had ordered the bulk of the 8^th Army to retire another 100 miles (160 km) to El Alamein, itself a mere 60 miles (100 km) from Alexandria. The retirements brought the 8^th Army closer to its base areas, and the presence of the Qattara Depression to the south of El Alamein closed the southern flank. The Allied and Axis forces fought the '1^st Battle of El Alamein', the 'Battle of Alam el Halfa' and the '2^nd Battle of El Alamein'. 'Agreement', a British landing at Tobruk during the night of 13/14 September, to rescue Allied prisoners, was a failure.