'Venezia' was the Axis forces' southern outflanking movement in the course of their offensive against the British forces in the first stage of the Battle of Gazala (26/27 May 1942).

The battle was launched by Generaloberst Erwin Rommel’s Panzerarmee 'Afrika' after it had advanced to the Gazala Line in pursuit of Lieutenant General N. M. Ritchie’s British 8^th Army, which had pushed Rommel’s German and Italian forces back to El Agheila in North Africa at the end of December 1941. Believing that the Axis forces would be incapable of offensive action for some time to come, and with the approval of General Sir Claude Auchinleck, the commander-in-chief in the Middle East, Ritchie dispersed his front-line units for refitting, leaving only light forces to keep watch on the El Agheila position. Allied interdiction of Axis supply lines across the Mediterranean by Malta-based air and naval forces had been reduced in capability by severe Axis air raids on the island, however, so Rommel was able to rebuilt his strength more quickly than the British had anticipated.

With General Ludwig Crüwell’s (from 29 May General Walther Nehring’s) Deutsches Afrikakorps in the van, the Germans and Italians pushed forward again on 21 January in 'Theseus', and by 5/6 February had driven the disorganised 8^th Army back to the Gazala Line covering the bastion of Tobruk. The Axis forces comprised Rommel’s Panzerarmee 'Afrika' with some 90,000 men and 560 tanks, and the Allies forces the 8^th Army, now commanded by Lieutenant General N. M. Ritchie and comprising some 110,000 men and 843 tanks reinforced by large numbers of additional machines during the course of the battle.

In overall terms, Rommel pushed his armoured forces round the open southern flank of the Gazala position to engage the British armour in the rear of the Allied defensive zone. Despite successes in this engagement, Rommel’s armour soon found itself in a precarious position, however, most especially as interference with the Axis lines of communication as a result of the continuing Free French resistance at Bir Hakeim, at the very southern end of the Gazala defences, left the Axis armour short of fuel and ammunition. Ritchie was slow to take advantage of this fact, and Rommel was therefore able to concentrated his surviving armoured strength to drive to the west in order to open a supply corridor through the Gazala defences to the north of Bir Hakeim. The battle was a major Axis victory, though only at a high cost in armour. This meant that in the subsequent fighting the Panzerarmee 'Afrika' was not able to inflict a decisive defeat on the 8^th Army as it retreated into western Egypt, and the Axis forces were halted in the 1^st Battle of El Alamein.

As noted above, it was only between Gazala and Tmimi, just to the west of Tobruk, that the 8^th Army was able to concentrate its forces sufficiently to turn and fight. By 4 February the Axis advance had been checked and the front stabilised along the so-called Gazala Line line linking Gazala on the coast some 30 miles (48 km) to the west of Tobruk, with the ex-Turkish fortress of Bir Hakeim, some 50 miles (80 km) to the south. This Gazala Line took the form of a series of 'boxes', each held in infantry brigade strength, set out across the desert with minefields and wire watched by regular patrols between the boxes. Under the control of Lieutenant General W. H. E. Gott’s British XIII Corps, with its headquarters at El Adem, the static defences comprised in the north the three boxes held by Major General D. H. Pienaar’s South African 1^st Division (from north to south Brigadier H. B. Klopper’s South African 3^rd Brigade, Brigadier C. L. Du Toit’s South African 2^nd Brigade and Brigadier J. P. A. Furstenberg’s South African 1^st Brigade), in the centre the three boxes held by Major General W. H. Ramsden’s British 50^th Division (Brigadier J. S. Nichols’s 151^st Brigade, Brigadier L. L. Hassall’s 69^th Brigade and Brigadier C. W. Haydon’s 150^th Brigade), and in the south at Bir Hakeim the single box held by Général de Brigade Marie-Pierre Koenig’s Free French 1^st Brigade.

The British strength was not allocated equally along the line, for the three South African and first two British boxes were grouped closely together in the north supported by the 276 Valentine and Matilda infantry tanks of Brigadier A. C. Willison’s British 32^nd Army Tank Brigade behind the South Africans and Brigadier W. O. L. O’Carroll’s 1^st Army Tank Brigade behind the British, in the centre was only the 150^th Brigade’s box to the west of Sidi Muftah, and right at the south was only the Free French box, with Brigadier A. A. E. Filose’s 3^rd Indian Motorised Brigade to the south-east of the French.

An Axis armoured movement round the southern flank of the Gazala Line was clearly possible (such a tactic being one of Rommel’s favourite operational and tactical stratagems), and to this end the armoured formations of Lieutenant General C. W. M. Norrie’s XXX Corps (Major General H. Lumsden’s 1^st Armoured Division and Major General F. W. Messervy’s 7^th Armoured Division) were held in reserve behind the Gazala Line. Ritchie had some 125,000 men and 845 tanks, the latter being considerably bolstered in numbers during the battle by the arrival of new vehicles, supported by about 320 serviceable aircraft, while Rommel disposed of 113,000 men and 560 tanks, supported by about 500 aircraft.

Between the middle of February and the middle of May, each side concentrated on the creation of supply dumps and the increase of its armoured strength, well aware that during the previous two years there had been five major back-and-forth movements along the Western Desert, all of which had ultimately failed because their victors had lacked the logistic capability to exploit their success. Other lessons had also been learned: the British armoured divisions had begun to re-equip with the US-supplied Lee/Grant medium tank armed with a turret-mounted 37-mm gun and a sponson-mounted 75-mm (2.95-in) gun, the latter matching the weapon of the German PzKpfw IV battle tank, and also to reorganise their support capability with the object of speeding both repair and maintenance during battle, which was an operational aspect in which the Axis armour had displayed a clear superiority.

Also reorganised was the relationship between infantry and artillery, while the Middle East air commander, Air Marshal (from 3 June Air Chief Marshal) Sir Arthur Tedder, introduced a new strategy in which the forces of Air Vice Marshal A. Coningham’s Air Forces Western Desert during battle would be focused on the provision of support for the troops on the ground, using a new fighter-bomber concept among other things, rather than on an attempt to destroy the opposing air forces. To ensure that the best possible air force/army co-operation, Coningham relocated himself and his staff at Ritchie’s headquarters, which were at Gambut.

During this same period Rommel was building his supplies as quickly as possible. He was aware that he could take advantage of the shortness of his supply route across the Mediterranean to rebuild his forces more quickly than was possible for Auchinleck, whose forces were largely dependent on the 14,000-mile (23500-km) maritime route from the UK to the south through the Atlantic to the Cape of Good Hope and then to the north once again though the Indioan Ocean and Red Sea to Egypt. Rommel was therefore in a position to go over to the offensive before the 8^th Army was prepared.

By a time late in May Rommel was ready, and facing his Axis forces in the defences of the Gazala Line was Gott’s XIII Corps with Pienaar’s South African 1^st Division nearest the coast, Ramsden’s British 50^th Division in the centre and Koenig’s Free French 1^st Brigade in the south at Bir Hakeim. The 1^st and 7^th Armoured Divisions of the XXX Corps waited behind the main line as a mobile counterattack force. The recently promoted Major General Klopper’s South African 2^nd Division formed 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 held in a reserve that was also being bolstered by the arrival from Iraq of Major General T. W. Rees’s Indian 10^th Division.

Rommel’s plan for 'Venezia' was to have the armour of the Deutsches Afrikakorps (Generalmajor Gustav von Vaerst’s 15^th Panzerdivision, Generalmajor Georg von Bismarck’s 21^st Panzerdivision and Generalmajor Ulrich Kleemann’s 90^th leichte Division) on the extreme outside of the movement, execute a flanking manoeuvre round the south of the Bir Hakeim box. On the left of the Deutsches Afrikakorps, which was under Rommel’s direct command, Generale di Corpo d’Armata Ettore Baldassarre’s Italian XX Corpo d’Armata motorizzato would use Generale di Divisione Giuseppe de Stefanis’s 132a Divisione corazzata 'Ariete' to pin and therefore neutralise the Bir Hakeim box while on its right the 21^st Panzerdivision and 15^th Panzerdivision then wheeled to the north-east to advance behind the 8^th Army’s defences, engage and destroy the British armour, and cut off the infantry divisions and army tank brigades holding the Gazala Line. On the far right of 'Venezia', the 90^th leichte Division, at Kampfgruppe strength as one of its brigades had been detached to advance along the coast to Gazala, was to advance to El Adem, the communications junction and major airfield to the south of Tobruk, to interfere with the British lines of supply to the Gazala position and pin potential reinforcements to the Tobruk area by simulating a strong armoured force through the use of dust machines (aero engines and propellers mounted on trucks). Meanwhile the other half of the Italian XX Corpo d’Armata, Generale di Divisione Arnaldo Azzi’s 101a Divisione motorizzata 'Trieste', was to open a gap in the minefield to the north of the Bir Hakeim box near the Sidi Muftah box of the British 150^th Brigade and thus create a supply route to the armour that was now expected to be operating farther to east in the rear of the 8^th Army.

Anticipating the effective destruction of the British 1^st and 7^th Armoured Divisions, Rommel believed that by the fall of night on the first day of 'Venezia' his forces would have captured El Adem, El Duda and Sidi Rezegh as well as the tactically vital 'Knightsbridge' crossroads some 25 miles (40 km) to the north-east of Bir Hakeim on the Sidra Ridge to the east of the 150^th Brigade’s box. Rommel thus believed that his armour, now reinforced, refuelled and re-ammunitioned via the corridor opened by the 101a Divisione motorizzata, could on the following day drive to the north-west against the rear of the 8^th Army’s defensive positions between Gazala and Alem Hamza, meeting the attack from the west by Crüwell’s Gruppe 'Crüwell', comprising Generale di Corpo d’Armata Benvenuto Gioda’s Italian X Corpo d’Armata (Generale di Divisione Arturo Torriano’s 17a Divisione 'Pavia' and Generale di Brigata Giacomo Lombardi’s 27a Divisione autotrasportabile 'Brescia') and Generale di Corpo d’Armata Enea Navarini’s XXI Corpo d’Armata (Generale di Divisione Carlo Gotti’s 102a Divisione motorizzata 'Trento' and Generale di Divisione Mario Soldarelli’s 60a Divisione autotrasportabile 'Sabratha'), strengthened by Oberst Erwin Menny’s 15^th Schützenbrigade detached from the 90^th leichte Division.

The attacks of the Gruppe 'Crüwell' were designed to pin the South African 1^st and British 50^th Divisions rather than to penetrate their fronts, and succeeded in this task. At 14.00 on 26 May, after a heavy artillery bombardment, the X Corpo d’Armata and XXI Corpo d’Armata launched a frontal attack on the northern central positions of the Gazala Line. For deception purposes small elements of the Deutsches Afrikakorps and XX Corpo d’Armata were attached to the assault groups to give the impression that the Axis force in its entirety had been committed to this assault. The deception was reinforced by the continued movement of other elements of the mobile forces to the north in the direction of the point of attack. Under cover of darkness, however, all the armoured and mobile elements returned to their concentration point at the southern end of the Gazala Line.

Early on 27 May Rommel personally led the the Deutsches Afrikakorps, XX Corpo d’Armata and 90^th leichte Division in a brilliant but decidedly risky flanking manoeuvre round the British line’s southern tip, trusting to the British forces' own minefields to protect his flank and rear. The only untoward incident was the temporary loss of the 101a Divisione motorizzata, which turned to the north-east earlier than had been planned and blundered into Haydon’s British 150^th Brigade’s 'keep' near Sidi Muftah rather than passing to the south of Bir Hakeim.

Rommel’s plan started to go wrong at Bir Hakeim, however. The 132a Divisione corazzata and elements of the 21^st Panzerdivision were delayed for three hours by Filose’s Indian 3^rd Motor Brigade of the 7^th Armoured Division, which was dug in some 4 miles (6.4 km) to the south-east of Bir Hakeim, and suffered heavy losses before overrunning the Indian brigade. The Bir Hakeim box also proved to be a problem altogether greater than Rommel had anticipated, and the 132a Divisione corazzata failed to take the position while suffering heavy losses to the French artillery in the process. Farther 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 to the south in support of the Indian 3^rd Motor and Brigadier J. M. L. Renton’s 7^th Motor Brigade of the same division, and inflicted heavy casualties but also suffered major losses after being surprised by the range and power of the 75-mm (2.95-in) guns of the newly delivered General 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 armour had advanced more than 25 miles (40 km) to the north, but by 12.00 its progress had been slowed as it was met by the 1^st Armoured Division in heavy fighting that was costly to each side.

On the far right of the Axis advance, the 90^th leichte Division had engaged the 7^th Motor Brigade at Retma and forced it to pull back to the east in the direction of Bir el Gubi. In the middle of the morning, as it resumed its advance toward El Adem, 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 divisional commander, who pretended to be an enlisted man and managed to escape. Even so, the resulting disruption meant that the division was without effective command for the next two days. As planned, the 90^th leichte Division reached the El Adem area by mid-morning and captured a number of supply dumps. The British responded only slowly, but by afternoon there was severe fighting. On the following day, though, 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 and, with Bir Hakeim still holding out to their south-west, the Axis armoured forces found themselves trapped in the area that soon became known as 'the Cauldron' with Bir Hakeim to the south, Tobruk to the north and the extensive mine belts of the original Allied front line and the 150^th Brigade’s box to the west, and assailed by Allied armour from the north and east.

By the evening of 31 May the supply situation of the Axis forces had become critical. Defending the rear of the Deutsches Afrikakorps along the Trigh Bir Hakeim in the area of Bir el Harmat, the 132a Divisione corazzata meanwhile drove back a number of attacks by the British armoured brigades on 29 May and during the first week of June. With his armoured forces now caught between an extensive minefield and stiffening British resistance, and totally isolated from any source of supplies, Rommel appreciated that the Axis position was currently very precarious. Early on 29 May, however, a number of supply vehicles, supported by the 132a Divisione corazzata and 101a Divisione motorizzata, were able to penetrate the minefield north of Bir Hakeim and deliver much needed supplies. On the next day Rommel ordered an attack to the west, back toward his original front line, in order to establish a bridgehead on the eastern side of the minefield and link with elements of X Corpo d’Armata (17a Divisione autotrasportabile and 27a Divisione autotrasportabile) which had moved to the south-east past the western side of the 151^st Brigade’s and 69^th Brigade’s boxes and were now clearing a route through the minefields from the west.

In the attack to the west during the following two days, Rommel’s armour destroyed the 150^th Brigade in the Sidi Muftah box and tore two gaps in the minefield, which gave the Axis armour a direct supply route and split the British front in two. On the night of 1 June, Rommel despatched the 90^th leichte Division and 101a Divisione motorizzata to the south with the task of renewing the attack on the Bir Hakeim box, from which raiding groups were harassing the Axis southern line of supply. Once again the assault failed and the struggle for Bir Hakeim was to continue for another 10 days.

On the other side of the front, unaware of the details of Rommel’s supply crisis but nonetheless encouraged by over-optimistic intelligence assessments of the Axis armour’s losses, Auchinleck strongly urged Ritchie to mount a counterattack along the coast to take advantage of the fact that there was no German armour in the sector, and to break through to Tmimi on the coast and then Mechili on the southern side of the Jebel Akhdar. Ritchie was more concerned by the threat to Tobruk, however, and concentrated his efforts on delivering reinforcements into the El Adem box and creating new defensive boxes opposite the new gaps in the minefield.

It was on 5 June that the 8^th Army launched its counterattack, but the delay had gifted the Axis forces several days in which to prepare and consequently the XIII Corps made no progress in the north. Committed at 02.50 on 5 June, the attack by the 7^th Armoured Division and Indian 5^th Division on the eastern flank of 'the Cauldron' at first progressed well as the initial infantry advance secured its objectives. The main Axis defences were farther to the west than expected, however, so when Brigadier W. G. Carr’s 22^nd Armoured Brigade of the 1^st Armoured Division passed through the infantry it was immediately swamped by intense fire and had its advance checked. At dawn Willison’s 32^nd Army Tank Brigade had joined the attack, advancing from the north, but it too encountered heavy fire and lost 50 of the 70 tanks it had committed.

By a time early in the afternoon of 5 June, Rommel had decided to attack to the east with the 21^st Panzerdivision and 132a Divisione corazzata, and to the north in the direction of the 'Knightsbridge' area with elements of the 15^th Panzerdivision. The thrust to the east in the direction of Bir el Harmat scattered the tactical headquarters of the two British divisions as well as the headquarters of Brigadier B. C. Fletcher’s Indian 9^th Brigade and Brigadier C. H. Boucher’s Indian 10^th Brigade of the Indian 5^th Division, as well as a number of smaller units. In this area, therefore, there was a complete loss of British command and control. Carr’s 22^nd Armoured Brigade had lost 60 of its 156 tanks and was driven off the battlefield by the 15^th Panzerdivision's renewed attack.

Of the Allied attack, three Indian infantry battalions, one reconnaissance regiment and four artillery regiments were left in the cauldron: without armoured they faced an overwhelming task on 6 June, and were overrun one by one.

Rommel continued to hold the initiative, increasing his strength in 'the Cauldron' and sending out thrusts at the various opposing strongpoints. Between 6 and 8 June, he launched powerful attacks on Bir Hakeim, but although their defensive perimeter was driven back, the Free French defenders continued both to hold and to exact a heavy toll with their guns and the support of columns of Renton’s 7^th Motor Brigade and Brigadier D. W. Reid’s Indian 29^th Brigade (Indian 5^th Division), which continued to harass the Axis lines of communications. Reinforced with a further Kampfgruppe, the Axis force attacked again on 9 June, finally breaking deep into the defences on 10 June. The Free French position was now untenable and Ritchie ordered the brigade’s survivors to evacuate the box during the evening. Despite being surrounded, Koenig was able to find gaps in the Axis positions and moved out, making rendezvous with transport of the 7^th Motor Brigade some 5 miles (8 km) to the west. About 2,700 troops (including 200 wounded) of the original garrison of 3,700 men escaped from Bir Hakeim. When the 90^th leichte Division occupied the position on 11 June, it took prisoner only some 900 men, mainly wounded and who had been unable to travel. The fight for Bir Hakeim had cost the two Axis divisions involved some 3,300 men killed and 275 taken prisoner, as well as 52 tanks.

On 11 June, Rommel pushed 15^th Panzerdivision and 90^th leichte Division toward El Adem, and by 12 June had forced Brigadier J. C. O. Marriott’s (from 17 June Brigadier G. F. Johnson’s) 201^st Guards Brigade to withdraw from 'Knightsbridge' to the Tobruk perimeter. 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 its left were pushed back 4 miles (6.4 km) by the 15^th Panzerdivision and forced to abandon their damaged tanks on the battlefield.

On 13 June the 21^st Panzerdivision advanced from the west to join the battle, engaging Carr’s 22^nd Armoured Brigade. Once again the Deutsches Afrikakorps demonstrated its superior tactics in combining tanks and anti-tank guns as an attacking weapon. Moreover, Rommel made extensive use of and then acted rapidly on intelligence obtained from intercepts of Allied radio traffic, directing his armour toward the units calling for assistance.

By the end of the day, the British armoured strength had been reduced from 300 tanks to little more than 70, and the Deutsches Afrikakorps held a line of dominating positions posing a severe threat not only to Tobruk but to cutting off the XIII Corps' units on the Gazala Line. By the end of 13 June, 'Knightsbridge' had been almost totally surrounded, and was abandoned by the 201^st Guards Brigade later on the same night.

On 14 June Auchinleck authorised Ritchie to order a British withdrawal from the Gazala Line. The defenders in the El Adem and two neighbouring boxes held firm, and the South African 1^st Division was able to withdraw along the coastal road practically intact. The road could not handle two divisions, however, so the remaining two brigades of the 50^th Division had to find an alternative route. They could not retreat directly to the east because of the presence of the Axis armour, so they attacked to the south-west, breaking through the lines of the Italian X Corpo d’Armata's 17a Divisione autotrasportabile and 27a Divisione autotrasportabile, and headed to the south into the desert before turning to the east to rejoin the rest of the 8^th Army.

It was clear to Auchinleck that London would not contemplate a withdrawal to the stronger defensive positions in the area of the frontier between Libya and Egypt, so his orders to Ritchie on 14 June were to hold a line running to the south-east from Acroma (to the west of Tobruk) through El Adem to Bir El Gubi. However, by the evening of 15 June the strongpoint at Point 650 had been overrun and on 16 June the defenders at Point 187 had been forced to fall back for lack of supplies. Throughout that day the defensive boxes at El Adem and Sidi Rezegh were also under heavy pressure from the Deutsches Afrikakorps. On 17 June both had to be evacuated and any chance of preventing the encirclement of Tobruk had vanished.

Ritchie ordered the 8^th Army to withdraw to the defensive positions at Mersa Matruh, some 100 miles (160 km) to the east of the frontier, leaving Tobruk to hold out and threaten the Axis lines of communication in much the same way as it had in 1941. Gott, commander of the XIII Corps, had appointed Klopper as commander of Tobruk as it was his South African 2^nd Division which was the garrison’s core. In addition to his division’s two brigades (Brigadier A. A. Hayton’s South African 4^th Brigade and Brigadier F. W. Cooper’s South African 6^th Brigade), Klopper also had Johnson’s 201^st Guards Brigade, Brigadier A. Anderson’s Indian 11^th Brigade, Willison’s 32^nd Army Tank Brigade and Brigadier J. N. Slater’s 4^th Anti-Aircraft Brigade.

Tobruk had previously withstood a nine-month siege until relieved in 'Crusader' during December 1941, but this time the Royal Navy could not make a commitment to keep the garrison supplied. Allied leaders believed that its current stock of supplies would allow Tobruk to hold out for two months. Auchinleck saw the retention of Tobruk as unessential, however, and had already told Ritchie that he did not intend to hold it at all costs. Furthermore, it was commonly known that in February 1942 the land, sea and air commanders-in-chief in Cairo had agreed that Tobruk should not stand another siege. Given this and the subsequent emphasis on building strength at the Gazala position for an offensive, in the event forestalled by the Axis offensive, the defences at Tobruk had not been maintained in peak condition: many of the mines had been lifted for reuse in the Gazala Line’s minefields, for example, and most of the anti-tank ditches had become filled by wind-blown sand.

Just seven days later, on 21 June, in circumstances that even with the benefit of a subsequent formal court of enquiry remain obscure and contradictory, 35,000 Allied troops (including the entire South African 2^nd Division) surrendered to Navarini’s 30,000 men after the Axis forces had broken though the Tobruk perimeter’s south-eastern sector, penetrated the minefield shielding the 'King’s Cross' crossroads and started to drive on Tobruk itself.

Immediately after Tobruk’s capture, Hitler promoted Rommel to the rank of Generalfeldmarschall, while Rommel himself said that would rather have received another Panzer division.

So ended the Battle of Gazala, which had cost the British 50,000 men killed, wounded and captured, together with 1,188 tanks, while the German had lost 3,360 men and the Italians an unspecified but smaller number, together with about 400 tanks destroyed or damaged.

The British defeat at Gazala and the loss of Tobruk led Churchill to demand change from Auchinleck, who dismissed Ritchie and assumed personal command of the 8^th Army. The Axis armour losses from the battle were difficult to replace, though many damaged vehicles were in fact recovered and repaired. The British had suffered proportionally heavier heavy armour losses, but by leaving the battlefield were unable to recover significant numbers of vehicles for repair. By the end of the battle, moreover, Ritchie had almost no armoured units left in any condition to fight. The British could therefore not hold the Mersa Matruh line, with its open southern flank, while Rommel was restrained from fully pressing the advantage of his success. With the capture of Tobruk, the Axis forces gained a port nearer the front and also closer to the optimum route for supply vessels coming from occupied Crete, and had also seized a significant quantity of British supplies. The Panzerarmee 'Afrika' was thus able to press ahead toward Egypt in 'Aïda', while the 8^th Army fell back to defensive positions being prepared at El Alamein.

Auchinleck had decided to abandon the Mersa Matruh line, choosing instead to buy time by using the X and XII Corps to fight only a delaying action. Though the two corps were able to engage and slow the Panzerarmee 'Afrika' at Mersa Matruh, poor command communications resulted in the X Corps' line of retreat along the coast road being cut, so the formation had to break out at night to the south and work its way around the German positions, suffering significant losses as it became entangled in a number of firefights along the way. The Axis forces captured more than 6,000 prisoners, in addition to 40 tanks and an enormous quantity of supplies. Auchinleck did manage to pull the bulk of the 8^th Army back another 100 miles (160 km) to El Alamein, a mere 60 miles (100 km) from the essential port of Alexandria. However, the farther the 8^th Army moved to the east, the closer its approached its supply base of supply, while the converse was true for the Panzerarmee 'Afrika'. Furthermore, the steep slopes of the Qattara Depression to the south-west of El Alamein blocked the possibility of an Axis armoured attack sweeping around an open southern flank.

The two forces drew up across from each other at El Alamein, where over the next four months three major engagements were to be fought as the 1^st Battle of El Alamein, the Battle of Alam el Halfa and the decisive 2^nd Battle of El Alamein.

In August, Auchinleck was replaced in command of the 8^th Army by Gott and as commander-in-chief in the Middle East by General the Hon. Sir Harold Alexander. Gott was killed on 7 August when his aeroplane was intercepted and shot down by German fighters, which then strafed the wreckage, and Lieutenant General B. L. Montgomery was appointed in his stead.