The 'Battle of Palmyra' was fought between British and Vichy French forces within the British-led 'Exporter' operation to take Syria and Lebanon from the Vichy French (1 July 1941).

In the course of this battle, British mechanised cavalry and an Arab Legion desert patrol broke up a Vichy French mobile column in the area to the north-east of Palmyra, which lay on the important oil pipeline from Haditha in Iraq to the Mediterranean port of Tripoli, and on the tack linking Deir ez-Zor on the Euphrates river with Sebha and Homs. The British-led forces captured four officers and 60 men, which provoked the surrender of the Vichy French garrison at Palmyra.

In 1941, the Vichy French had substantial forces in the region and had allowed their air bases to be used as staging posts by the Germans to send aircraft to take part in the Anglo-Iraqi War. They had also allowed the Germans to use the railway system to send arms and ammunition to Iraq. On 8 June 1941, the Allies had launched two northerly attacks from Palestine and Trans-Jordan into Lebanon and Syria to prevent any further interference to Allied interests in the region. By a time late in June, Damascus had been taken and the Allied campaign commander, General Sir Henry Henry Maitland Wilson, was ready to launch two further thrusts, this time from western Iraq to complete the capture of Syria.

An expanded brigade group designated as 'Habforce' had, during the Anglo-Iraqi War, advanced across the desert from Trans-Jordan to relieve the British garrison at the Habbaniya base on the Euphrates river and had then assisted in the taking of Baghdad. This force was now pulled back to the remote part of Iraq near the Trans-Jordan and Syrian borders, and tasked with advancing to the north-west to defeat the Vichy French garrison at Palmyra and to secure the oil pipeline from Haditha in Iraq to Tripoli on the Lebanese coast. 'Habforce' was well suited to the task in the desert as it included in its strength the battalion-sized Arab Legion Mechanised Regiment, which was made up exclusively of desert-dwelling Bedouin soldiers.

In Palmyra, the core of the French defense was Fort Weygand, located to the north-east of the ancient ruins. Other posts were sited in the oasis, the ancient city, the hills and at the castle. The area was defended by the 187 legionnaires of the 15ème Compagnie of the 6ème Régiment Étranger d’Infanterie, by Bedouins of the 1ère Compagnie Légère du Désert and some air force tracked vehicles. In total, these forces brought together about 300 men under the command of Commander Ghérardi.

The British could call on 1,000 men under the command of Major General J. G. W. Clark. These troops were part of Brigadier J. J. Kingstone’s column of 'Habforce' and included the 4^th Cavalry Brigade, elements of the Arab Legion of John Bagot Glubb, known as 'Glubb Pasha', and the 1/Essex Regiment.

'Habforce' split into three columns, of which two were to make flanking manoeuvres on each side of Palmyra. Each column was guided by a detachment of the Arab Legion. The columns started to advance on 21 June. A skirmish with pillboxes on the pipeline a few miles to the east of Palmyra resulted in loss of the element of surprise. 'Habforce' surrounded Palmyra, sending the Arab Legion troops out on wide-ranging desert patrols to protect the force’s flanks and lines of communication. On 28 June, 'Habforce' captured the French fort of Seba' Biyar, about 60 miles (100 km) to the south-west of Palmyra, where the small garrison surrendered without a shot being fired. On the following day, 'Habforce' occupied Sukhna, some 40 miles (65 km) to the north-east of Palmyra and which had not been garrisoned by Vichy French troops.

On the morning of 1 July, Sukhna was attacked by the Vichy French 2ème Compagnie Légère du Désert. The Arab Legion occupiers had been reinforced by a squadron from 4^th Cavalry Brigade’s Household Cavalry Regiment, and after a sharp action the Vichy French retreated in the face of a charge by Arab Legion troopers and found themselves trapped in a box valley before surrendering. While hardly the largest battle of the war, its effect was to cause the 3ème Compagnie Légère du Désert, which was garrisoning Palmyra, to lose heart and surrender on the night of 2 July. This opened the way for 'Habforce' to move 40 miles (65 km) to the west along the pipeline to Homs and threaten the communications of the Vichy French forces fighting Major General A. S. Allen’s Australian 7^th Division on the Lebanese coast.