'Colin' was a British offensive toward 's-Hertogenbosch and Breda in the German-occupied Netherlands by Lieutenant General N. M. Ritchie’s XII Corps of Lieutenant General Sir Miles Dempsey’s 2^nd Army in Field Marshal Sir Bernard Montgomery’s Anglo-Canadian 21^st Army Group (22/27 October 1944).

In response to Montgomery’s order of 16 October, the 2^nd Army had been reoriented so that it could concentrate its main strength for a drive toward Antwerp by means of a strong thrust westwards on the general axis 's-Hertogenbosch and Breda, with its right moving along the Maas river and its left passing about 10 miles (16 km) to the south of Tilburg.

The reorganisation of the 2^nd Army placed the XII Corps on the left flank of the Eindhoven-Nijmegen corridor, facing to the west. On the corps' right were Major General R. K. Ross’s 53^rd Division and Major General G. L. Verney’s 7^th Armoured Division, with Brigadier R. M. P. Carver’s 4^th Armoured Brigade and Brigadier H. B. Scott’s 33^rd Armoured Brigade, and on the left Major General T. G. Rennie’s 51^st Division and Major General C. M. Barber’s 15^th Division as well as Brigadier W. D. C. Greenacre’s 6^th Guards Tank Brigade.

The British advance began on 22 October in conditions so dire that they prevented any air support, but later in the day visibility improved and all calls for immediate army support were met by elements of Air Marshal Sir Arthur Coningham’s 2^nd Tactical Air Force, which attacked German troops and local headquarters. Stiff opposition was met by the 7^th Armoured Division, particularly at Middlerode, but in hard fighting the 53^rd Division gained a first footing in 's-Hertogenbosch early on 24 October. By then the 51^st Division, on the 53^rd Division’s left, had joined the attack from a position near Veghel, and after taking Schijndel had reached Boxtel, where the bridge was found to have been blown by the Germans, who also held the position in strength. Farther to the south, the 15^th Division moved toward Tilburg.

Meanwhile the 2^nd Tactical Air Force attacked the Maas bridges at Hedel and Moerdijk, together with the Dordrecht headquarters of General Gustav-Adolf von Zangen’s 15^th Army of Generalfeldmarschall Walter Model’s Heeresgruppe 'B' with a strong force of medium bombers as well as Hawker Typhoon and Supermarine Spitfire fighter-bombers. The 15^th Army's final reserves had already been committed, and on 25 October Generalfeldmarschall Gerd von Rundstedt, the Oberbefehlshaber 'West', and Model, realising the growing danger of the British threat, agreed on a spoiling attack, to start on 27 October from the direction of Venlo, against Lieutenant General Sir Richard O’Connor’s British VIII Corps, which had been improving the positions it held on the British eastern flank.

The 53^rd Division was involved in two days of house-to-house fighting as it took 's-Hertogenbosch and bridged the network of waterways which intersected the town and hindered its clearance. The division drove off a small counterattack on the western outskirts on 27 October, when resistance ceased and the garrison commander surrendered. By then the 7^th Armoured Division had driven in a German infantry screen, advanced 10 miles (16 km) and taken Udenhout.

Farther to the south, a column of the 15^th Division and 6^th Guards Tank Brigade had captured Oisterwijk in a brisk action, and the main body of the 15^th Division joined in converging assaults on Tilburg, which was taken on 27 October and the Germans withdrew. Clearance of the town was completed on the following day, when the 15^th Division and later the 6^th Guards Tank Brigade were ordered to rejoin the VIII Corps with all haste on the eastern flank, where the German spoiling attack had started.

It had been as early as 9 October that von Rundstedt realised that the greatest danger on the West Front lay in the Aachen sector. Within the next few days he had decided that an armoured reserve was needed behind this sector and he ordered the headquarters of General Gustav von Vaerst’s 5^th Panzerarmee to leave the Nancy sector in the south on 14 October and take over the front from Aachen north to the Reichswald. At the same time the headquarters of General Heinrich Freiherr von Lüttwitz’s XLVII Panzerkorps and Oberst Karl-Theodor Simon’s 15^th Panzergrenadierdivision also moved to the north from that sector into Heeresgruppe 'B' reserve in the Venlo area, and Generalleutnant Harald Freiherr von Elverfeldt’s 9^th Panzerdivision moved to the south from the Arnhem sector to join them: both of these divisions were at almost full strength. It was this force that made the surprise attack on the VIII Corps at Meijel early on 27 October and drove in the outposts of Major General Lindsay McD. Silvester’s US 7^th Armored Division.

The division counterattacked but met a fresh German attack, and by 29 October the Germans had penetrated some 6 miles (10 km) into the Allied position. But by that evening, unknown to the Germans, the 15^th Division and 6^th Guards Tank Brigade had moved from Tilburg and concentrated behind the US formation, and on the next day attacked the Germans, who were advancing again to secure better positions for defence. Hard fighting ensued and that night the 15^th Panzergrenadierdivision was withdrawn; but mud and mines assisted the 9^th Panzerdivision to delay the advance of the VIII Corps, and on 8 November Meijel was still in German hands, though the 9^th Panzerdivision had been pulled back into reserve. On this day the US 7^th Armored Division returned to Lieutenant General Omar N. Bradley’s US 12^th Army Group, but by then most of the 53^rd and 51^st Divisions had been moved to the Maas river front on completion of their tasks in German back over the lower Maas. After completing the move to its new position, the 2^nd Army renewed its attack on the remaining German bridgehead to the west of the Maas river in the Venlo sector.