The 'Battle of Mersa Matruh' was fought between German-led Axis forces and British-led Allied forces for Mersa Matruh on the northern coast of Egypt following the defeat of General Sir Claude Auchinleck’s 8^th Army in the 'Battle of Gazala' (26/29 June 1942).

The primary formation on the Axis side was Generalfeldmarschall Erwin Rommel’s Panzerarmee 'Afrika'), which included Italian and German formations. The Allied forces of the 8^th Army comprised Lieutenant General W. G. Holmes’s X Corps and Lieutenant General W. H. E. Gott’s XIII Corps. The battle developed as General Walther Nehring’s Deutsches Afrika Korps pursued the 8^th Army as the latter fell back into north-western Egypt. It was Rommel’s intention to engage and destroy the Allied infantry formations in detail before the British had a chance to regroup after their defeat at Gazala. The Axis forces severed the line of retreat of the X Corps and the XIII Corps, but were too weak to stop the British from breaking out. However, the fortress port of Mersa Matruh and 6,000 prisoners were captured, along with a great quantity of supplies and equipment, but the 8^th Army survived and retreated to El Alamein.

After the 8^th Army’s defeat in the 'Battle of Gazala', the Allied forces were compelled to retreat to the east. The British left a garrison in Tobruk, which was expected to be strong enough to hold this essential port while the 8^th Army regrouped and replaced its losses. The British command had not prepared Tobruk for a lengthy siege, however, and planned to return to relieve the Tobruk garrison within two months, and thus the swift Axis capture of Tobruk in just one day came as a severe shock. The surrender of Tobruk was a great psychological blow to the British, it meant the Axis had a port to support an advance into Egypt and did not need to leave an investing force to watch the port. After a year and a half of fighting, the Deutsches Afrika Korps was finally in position to drive eastward into Egypt.

After his victory at Tobruk, Rommel pressed hard on the heels of the retreating 8^th Army, his intention being to bring the 8^th Army to battle and defeat it before the British had the chance to bring up fresh units and re-form behind a defensive line. Although his forces had been badly weakened by the 'Battle of Gazala', Rommel had speed, guile and surprise in his favour. Generalmajor Georg von Bismarck’s 21^st Panzerdivision was afforded but a single day to regroup and was then despatched along the coast road to Egypt. Fuel and ammunition supplies captured at Tobruk supplied the Axis forces for their drive to the frontier and beyond.

After the defeat at Gazala and the loss of Tobruk, Auchinleck offered his resignation on 22 June, but this was declined. To slow the Axis advance into Egypt, the British command intended to form a defensive position at the Cyrenaican/Egyptian frontier, along the border wire (generally known just as 'the wire'). Gott’s XIII Corps was to fall back in a delaying action. The Axis forces reached the wire on 23 June, shortly after the XIII Corps. There was no time to mount a defence and the 8^th Army lacked the armour to defend the open southern end of the position, and Gott’s recommendation of falling back another 120 miles (195 km) to the Mersa Matruh position was accepted. British rearguards tried to destroy the fuel and ammunition dumped in Mersa Matruh, and Gott then withdrew without engaging the Deutsches Afrika Korps, and the British command ordered the 8^th Army to ready itself to fight a decisive action at Mersa Matruh.

Rommel requested freedom of manoeuvre from Benito Mussolini, the Italian dictator, to pursue the 8^th Army into Egypt, and this was authorised. Additional quantities of fuel, equipment and munitions were salvaged from the British stores abandoned at the frontier. Rommel pushed on unopposed through the night and the next day, meeting no resistance from the British forces on the ground but increasing attack from the air. Air Vice Marshal A. Coningham’s Western Desert Air Force was growing in strength and operating nearer to its bases, while the Luftwaffe and Regia Aeronautica were operating farther away from their bases.

After its reverses at Gazala and Tobruk, the 8^th Army was disorganised and shaken, but not demoralised. Auchinleck realised that a change in command was necessary, and on 25 June relieved Lieutenant General N. M. Ritchie and assumed personal responsibility for the command of the 8^th Army. Auchinleck issued directives to change the 8^th Army into a force that stressed mobility, and at the same time made it clear that his highest priority was keeping the 8^th Army intact as a fighting formation. The last defensive position before Alexandria was El Alamein. Auchinleck was preparing defences there but a mobile defensive battle was to be fought between Mersa Matruh and the El Alamein gap. It had become apparent to Auchinleck that non-mobile formations were helpless against mobile forces, and he could not afford to lose more formations. He shifted transport to enable the infantry formations of the XIII Corps to become fully motorised, and stressed that the 8^th Army’s forces fighting at Mersa Matruh must under no circumstances allow themselves to be cut off.

Resembling a scaled-down Tobruk, Mersa Matruh at this time was a small coastal port 120 miles (195 km) east of 'the wire' and half way between Cyrenica and El Alamein. A railhead connected the town to Alexandria. The harbour was 1.5 miles (2.4 km) in length, and enclosed a small, deep-water anchorage. The town had been fortified in 1940 before the Italian 'Operazione 'E'' invasion of Egypt in September 1940, and had been further strengthened during the build-up for 'Crusader'. At this moment it was the last North African coastal fortress in Allied possession. The town is located on a thin coastal plain which extends inland some 10 miles (16 km) to an escarpment. Farther to the south is a second narrow plain extending some 12 miles (19 km) to the Sidi Hamaza escarpment. At the eastern end of this escarpment is the Minqar Qaim track. Beyond the upper escarpment lies the high desert, extending 80 miles (130 km) southward to the northern edge of the Qattara Depression. The western approach to the town was mined, and these minefields had been extended around the southern approach to the town, but the eastern approach to the fortress had not been mined. An airfield was located just inland. The Via Balbia coast road was the main avenue of retreat and ran through the town.

German planning for the battle was done when Rommel arrived. His general plan was to catch and defeat the 8^th Army in detail before the British had a chance to regroup behind a defensive line and rebuild their army with fresh formations. Having dealt the British armoured forces a heavy blow at Gazala, Rommel now looked to destroy a major portion of the British infantry formations by trapping them in the defensive fortress of Mersa Matruh. Rommel believed four Allied infantry divisions were in the fortress and that the remnants of the British armour were to the south. He planned to use the Deutsches Afrika Korps to push the British armour aside and use Generalmajor Ulrich Kleemann’s 90^th leichte Division to cut off the infantry at Mersa Matruh.

The Axis drive into Egypt was hampered significantly by the actions of the Western Desert Air Force. Rommel’s own air support had been outstripped by his rapid advance, and there was difficulty getting fighter aircraft to patrol over his formations for any length of time. Besides harassing his motor transport, the Western Desert Air Force had cost the Axis forces the loss of Generale di Divisione Ettore Baldassarre, commander of the Italian XX Corpo d’Armata motorizzato, who was mortally wounded by bomb fragments in an air attack 25 June while moving between his leading columns. Baldassare had been much valued by Rommel, who noted his bravery and efficiency.

Reconnaissance units of the Deutsches Afrika Korps reached the outskirts of Mersa Matruh during the evening of 25 June. Rommel planned to attack on the following day, but on the morning of 26 June an Axis supply column was destroyed, causing a fuel shortage and delaying the attack till the afternoon. Rommel’s information on Allied dispositions at Mersa Matruh was limited, partly as a result of the lack of reconnaissance flights and partly as a result of the loss of his wireless interception unit, the 621^st Nahrichtenabteilung, of which the British had become aware and made a point of overrunning and destroying in the 'Battle of Gazala'.

Auchinleck had been preparing defences at Mersa Matruh to be garrisoned by the XXX Corps but then moved this corps back to the El Alamein position, and its defensive positions at Mersa Matruh were occupied by the X Corps’s two divisions. Major General J. S. Nichols’s Indian 10^th Division was positioned in Mersa Matruh proper, while Major General W. H. Ramsden’s 50^th Division was to the east of the town protecting the eastern approach. To the south, the XIII Corps took up positions on the high ground above the second escarpment. Auchinleck directed his corps commanders to offer the strongest possible resistance, and that if either corps was attacked the other was to take the opportunity to attack the Axis flank.

The XIII Corps comprised Major General H. R. Briggs’s Indian 5^th Division, Lieutenant General B. C. Freyberg’s New Zealand 2^nd Division and Major General H. W. Lumsden’s British 1^st Armoured Division, but the Indian 5^th Division had only the Indian 29^th Brigade, which was positioned to the south of the town on the Sidi Hamaza escarpment. The New Zealand 2^nd Division was newly arrived from Syria and took up positions at the eastern end of the escarpment, at the Minqar Qaim track. The 1^st Armoured Division’s 22^nd Armoured Brigade, commanded by Brigadier W. G. Carr, was in the open desert 5 miles (8 km) to the south-west. The division had been reinforced by the 7^th Motor Brigade and 4^th Armoured Brigade (7^th Armoured Division), which protected the 8^th Army against a flanking manoeuvre around the open southern desert. The armoured units had lost nearly all their tanks at Gazala but had received replacements, bringing the division’s strength to 159 tanks, including 60 US M3 Grant medium tanks with 75-mm (2.95-in) guns.

Between the corps was a plain bounded by the escarpments, where a thin minefield had been laid, screened by 'Gleecol' and 'Leathercol' of the Indian 29^th Brigade. These small columns each had two platoons of infantry and an artillery detachment.

Orders and counter-orders resulted in confusion in the minds of the Allied commanders. The Allied forces had to engage the Axis and inflict as much attrition as possible, but could not risk being enveloped and destroyed. At Mersa Matruh the 8^th Army’s units were far stronger than those of the Deutsches Afrika Korps pursuing them, but Allied effectiveness was reduced by conflicting objectives. There was little co-ordination between the Allied forces and communication was poor downward from corps level.

Delays in getting units in position and refuelled meant the Axis attack of 26 June did not begin until the middle of the afternoon. von Bismarck’s 21^st Panzerdivision moved across the short plain between the two escarpments above Mersa Matruh, with Kleemann’s 90^th leichte Division on its left flank, while Crasemann’s 15^th Panzerdivision moved across the plain above the second escarpment with the Italian XX Corpo d’Armata motorizzato following some way behind. The 90^th leichte Division and 21^st Panzerdivision made a path through the thin minefield and brushed aside 'Gleecol' and 'Leathercol'. On the high desert plain the 15^th Panzerdivision ran into the 22^nd Armoured Brigade and its forward drive was checked.

At dawn on 27 June, the 90^th leichte Division resumed its advance and destroyed the 9/Durham Light Infantry some 17 miles (27 km) to the south of Mersa Matruh. As it moved east, the 90^th leichte Division came under the fire of the 50^th Division’s artillery and was forced to take cover. To the south Rommel advanced with the 21^st Panzerdivision, and under the cover of an artillery duel the 21^st Panzerdivision made a flanking movement across the front of the New Zealand 2^nd Division to the eastern approach at Minqar Qaim. The German division ran into the New Zealand 2^nd Division’s divisional transport at Minquar Qaim, scattering it. Though the New Zealanders were holding against the 21^st Panzerdivision without difficulty, their path of retreat had been cut. At 12.00 on 27 June, Auchinleck sent a message to his two corps commanders indicating that if they were threatened with being cut off they were to retire rather than risk encirclement and destruction. Rommel moved to the north and joined the 90^th leichte Division, getting this formation to resume its advance, with the imperative to cut the coast road. After dark, the 90^th leichte Division reached the coast road and cut it, blocking the retreat of X Corps.

In light of New Zealand 2^nd Division’s path of retreat to the east being severed, Gott made his decision to withdraw that night and notified the 8^th Army accordingly. In fact it was the Deutsche Afrika Korps which was in a perilous position. The 90^th leichte Division was occupying a narrow salient, isolated on the coast road. The 21^st Panzerdivision was 15 miles (24 km) away, hard pressed by the New Zealand 2^nd Division, and the 15^th Panzerdivision and Italian XX Corpo d’Armata motorizzato were blocked by the 1^st Armoured Division. The opportunity was not perceived, however, as the chief concern in Gott’s mind was the extrication of forces out intact. Gott relayed his intention to the 8^th Army, planning to take up a second delaying position at Fuka, some 30 miles (48 km) to the east of Mersa Matruh.

At 23.20 on 27 June, Auchinleck ordered the 8^th Army to fall back to Fuka. By this point, Freyberg had been wounded in the neck by a shell fragment, and passed command to Brigadier L. M. Inglis, commander of the New Zealand 4^th Brigade. Inglis chose to use his brigade to fight the new Zealanders' way through to the east, to be followed by the divisional headquarters and Brigadier H. K. Kippenberger’s New Zealand 5^th Brigade. There was to be no preliminary bombardment as that would alert the Germans. The start of the attack was delayed until 02.00 by the late arrival of the Maori battalion. Once formed up, the three battalions set off down the escarpment. With fixed bayonets, the New Zealand 4^th Brigade drove down the Minqar Qaim track directly upon the positions of a Panzergrenadier battalion of the 21^st Panzerdivision. The German defenders were unaware of the New Zealanders' advance until the latter were nearly upon them, and the New Zealanders drove their way through the defensive positions of 21^st Panzerdivision. The fighting was fierce, confused, at times hand-to-hand, and some German wounded were bayoneted by the New Zealanders as they worked their way through. Reaching the other side of the position, the New Zealand 4^th Brigade regrouped and made good its escape to the east.

While this attack was under way, Inglis grew concerned over the delay and the approach of dawn, and decided to take the rest of the division by a different route. Overloading what transport was available he led the divisional headquarters, the Reserve Group and the New Zealand 5^th Brigade away to the south and ran into the positions of a Panzer battalion of the 21^st Panzerdivision. In the confused firing that followed a number of trucks and ambulance vehicles were set on fire but the bulk of the force managed to scramble away. Orders had been issued for a withdrawal of XIII Corps to Fuka, but it is unclear whether or not the New Zealand 2^nd Division received them. The elements of the division continued eastward to El Alamein. Over the three days of fighting the New Zealanders had suffered some 800 casualties, including their commanding officer, but almost 10,000 New Zealanders got away.

As a result of a communication error, Auchinleck’s order to withdraw did not reach Holmes until a time early in the morning of 28 June. Through the night, the X Corps counterattacked to the south to take the pressure off Gott, not realising that the XIII Corps had already departed. A short discussion was held between Holmes and Auchinleck, in which Holmes decided that he could remain and hold on to the fortress as long as possible, attack eastward on the coast road and fight through the 90^th leichte Division or break out in the night to the south. Auchinleck made it clear that the X Corps was not to attempt to hold out in its defensive positions and that he thought there was no point in attempting to fight eastward along the coast road. He ordered Holmes to divide his force into columns and break out to the south. They were to continue on for a few miles before turning east to make their way to El Alamein. That night the X Corps assembled in small columns and broke out to the south. The Deutsches Afrika Korps had moved on, leaving only the Italians and the 90^th leichte Division to invest Mersa Matruh. Fierce engagements, primarily with Italian forces, occurred as the elements of the X Corps drove through. One of the columns picked a path that approached the Deutsches Afrika Korps command section. Rommel’s Kampfstaffel was engaged, and the staff officers themselves had to take up arms. After a time Rommel moved his headquarters to the south and away from the fighting.

The Indian 29^th Brigade arrived at the regrouping point at Fuka late in the afternoon of 28 June. Arriving soon after was the 21^st Panzerdivision. The Indian brigade’s commander had assembled transport in case a quick withdrawal was necessary, but the assault of the 21^st Panzerdivision came too rapidly and the brigade was overrun and destroyed. Early in the morning of 29 June, the 90^th leichte Division and the Italian 133a Divisione corazzata 'Littorio' encircled Mersah Matruh. The Indian 10^th Division tried to break out on the night of 28 June but was repulsed by the Italian division. The Mersa Matruh positions had been bombarded by the artillery of the 27a Divisione fanteria 'Brescia' and 102a Divisione motorizzata 'Trento' which, along with the 90^th leichte Division. The Indian division represented the main force invested in the stronghold, and after some time of infantry fighting and failed break-out attempts, the stronghold sought to capitulate. On 39 June, the 7o Reggimento Bersaglieri entered the stronghold and accepted the surrender of 6,000 Allied troops, together with a great quantity of supplies and equipment.

The 90^th leichte Division was afforded no time to rest, but quickly sent along the coast road after the retreating 8^th Army. The 21^st Panzerdivision intercepted some British columns near Fuka and took another 1,600 prisoners. Rommel diverted the Deutsches Afrika Korps inland some 15 miles (24 km) to try to cut off more of the 8^th Army, and small columns of each side raced across the broken ground of the desert toward El Alamein. Units became intermingled and disorganised and opposing columns ran parallel to each other, with German columns sometimes running in front of the retreating British. The columns sometimes exchanged fire and as about 85% of the Deutsches Afrika Korps' transport was captured British or US equipment, it was often difficult to distinguish friend from foe.

The 'Battle of Mersa Matruh' took its character from the disposition of the 8^th Army’s forces, Rommel’s misunderstanding of them, and the chronic lack of co-ordination between British infantry and armoured units.

Following their escape from Mersa Matruh, the surviving units of the X Corps were scattered and badly disorganised, and the corps was withdrawn to the Nile river as 'Delta' Force and unable to participate in the early phases of the '1^st Battle of El Alamein'. The New Zealand 2^nd Division did not regroup at Fuka but continued to El Alamein, where it was placed in the El Alamein line. Some 8,000 Allied prisoners had been taken during the battle, 6,000 of them at Mersa Matruh, where 40 British tanks were also lost. Large supply dumps were captured by the Axis forces, as well as sufficient equipment to equip a division.

With the fall of Mersa Matruh, Axis aircraft operating from the Mersa Matruh airfields were some 160 miles (255 km) from the naval base at Alexandria. In light of this threat, the British naval command withdrew Admiral Sir Andrew Cunningham’s Mediterranean Fleet, dispersing its force to several smaller eastern Mediterranean ports. Panic was in the air in Alexandria and Cairo. The head of the US Army Intelligence Division predicted the British position in Egypt would collapse in less than a week. Many civilians fled to the east toward Palestine and the air was thick with the smoke of burning official and secret documents. The British consulate was swamped with people requesting visas. The British army flooded sections of the Nile river delta, prepared to demolish infrastructure and improved defensive positions at Alexandria and the Suez Canal, and a scorched earth policy was discussed but not agreed.

In the event, Auchinleck rallied the 8^th Army and in a month of battle checked the German advance in the '1^st Battle of El Alamein'. After it was over both sides were exhausted but the British still held their positions. The fighting had lasted, on and off, for a whole month. When it died down both sides were exhausted, but the British were still in possession of the vital ground. Thus the Allied crisis passed and the 8^th Army began to build its strength in preparation for a return to the offensive.