The division was formed in late 1941 by converting the 42nd (East Lancashire) Infantry Division. The 42nd Division was a 1st Line Territorial Army (TA) infantry formation that saw service in the Battle of France and was evacuated at Dunkirk in June 1940. The division was converted on 1 November 1941 into an armoured division. The division's first commander was Major-General Miles C. Dempsey.