Battle of Gazala The Battle of Gazala was an important battle of the Western Desert Campaign of the Second World War , fought around the port of Tobruk in Libya from 26 May – 21 June 1942 . The combatants on the Axis side were the Panzer Army " Afrika " , consisting of German and Italian units and commanded by the " Desert Fox " Colonel - General Erwin Rommel ; the Allied forces were the Eighth Army , commanded by Lieutenant - General Neil Ritchie under the close supervision of the Commander - in - Chief Middle East , General Sir Claude Auchinleck . Rommel drove his armoured forces round the southern flank of the Gazala position to engage the British armour from the rear of the Allied defences . Despite successes in this engagement , Rommel found himself in a precarious position : interference to supply lines resulting from the continuing resistance of Allied Forces , which anchored the southern end of the Allied Gazala defences . This left a long route of supply to his forces behind the British line . Rommel pulled back into a position abutting the British minefields , a defensive position termed " the Cauldron " , creating a threatening presence in the midst of the British forces which was difficult to ignore . When Ritchie attacked his armoured forces were decimated , and Rommel maintained the initiative . As the British withdrew from the Gazala line , Rommel concentrated his forces and was able to punch through the defences of Tobruk in a single day , resulting in the capture of Tobruk and a resounding victory for the Axis . The battle is considered the greatest victory of Rommel ' s career . Rommel pursued the British into Egypt , trying to keep his opponent under pressure to deny him the opportunity to regroup . As both sides neared exhaustion , Auchinleck was able to check Rommel ' s advance at the First battle of El Alamein . Prelude . Rommel advances from El Agheila again . Following Operation Crusader , in late 1941 , the Eighth Army had driven the Axis forces back from Tobruk and out of Cyrenaica . Rommel withdrew to defensive positions he had prepared at El Agheila . However , their 500 + mile advance had over - stretched their lines of supply , and in January 1942 they had thinned out their front line troops to work on building lines of communications and supply dumps to enable a further thrust west to be made against Tripolitania . Meanwhile , Rommel had received reinforcements in men and tanks , and on 21 January sent out three strong armoured columns to make a tactical reconnaissance . Finding only the thinnest of screens in front of him he rapidly changed his reconnaissance into an offensive . He recaptured Benghazi on 28 January , and Timimi on 3 February and pressed on toward the fortified port of Tobruk on the Mediterranean coast . Eighth Army digs in on the Gazala line . Between Gazala and Timimi ( just west of Tobruk ) , the Eighth Army was able to concentrate its forces sufficiently to turn and fight . By 4 February , Rommel ' s advance had been halted and the front line had been stabilised running from Gazala on the coast ( west of Tobruk ) to the old Turkish fortress of Bir Hakeim , to the south . The " Gazala Line " was a series of occupied " boxes " each of brigade strength set out across the desert with minefields and wire watched by regular patrols between the boxes . The Free French were to the south at the Bir Hakeim box . The line was not equally staffed , with a greater number of troops covering the coast leaving the south less protected . Both armies prepare . During the early spring , both sides prepared to take to the offensive . The heavy air assault Kesselring directed upon Malta led to it being neutralized , and successful supply shipments allowed the Axis forces to regain their strength . For their part , Churchill continully pressed Auchinleck to go over onto the offensive . He needed the Eighth Army to push the Axis out of Cyrenaica and relieve the intense pressure on Malta , which Churchill felt was essential to the overall war effort . The British had surprises for Rommel , including the arrival of some 167 American built Grant tanks , with its 75 mm main gun , and large numbers of 6 - pounder anti - tank guns . In addition , Rommel thought the minefields ended well north of Bir Hacheim , and did not appreciate the " mine marsh " surrounding the Bir Hacheim box . The Eighth Army was in the process of reorganising , changing the relationship between infantry and artillery , while airforce commander Arthur Tedder introduced a new strategy focusing the Desert Air Force on supporting the troops on the ground . Army commanders in the field relinquished the ability to direct air assets to targets , leaving such decisions to the air commanders . A new fighter - bomber concept was developed , and Air Vice - Marshal Arthur Coningham , commander of the Desert Air Force , moved his headquarters to the army commander ' s camp to improve communication . For his part , Rommel was quick to put his new armor to use . He was aware that the entry of America into the war would give the Eighth Army a supply base he would be unable to contend , and despite the relative superior numbers in tanks , guns and aircraft that the Eighth Army held , he had a window to press the issue . Though the Eighth Army supply base was relatively sure , it was lengthy . Except for the " Tiger Convoy " run in May 1941 , vessels supplying the British in Egypt sailed around the Cape of Good Hope , a journey of some . By late May , Rommel was ready . Facing him on the Gazala defences were 1st South African Division nearest the coast , 50th ( Northumbrian ) Infantry Division ( on their left ) and 1st Free French Brigade furthest left at Bir Hakeim . The British 1st and 7th Armoured Divisions waited behind the main line as a mobile counter - attack force while 2nd South African Division formed a garrison at Tobruk and 5th Indian Infantry Division ( which had arrived in April to relieve 4th Indian Infantry Division ) were held in reserve . Rommel ' s plan . Rommel ' s plan for " Operation Venezia " was to have his armour execute a flanking manoeuvre south of the fortified " box " at Bir Hacheim ( or Bir Hakeim ) . On the left of his formation , the Italian 132 Armoured Division " Ariete " would neutralise the Bir Hacheim box while on their right 21st Panzer Division and 15th Panzer Division would advance north behind the Eighth Army defences to engage and destroy the British armour and cut off the divisions on the Gazala line . On the far right of the attacking formation , the German 90th Light " Afrika " Division Battle Group was to advance to El Adem , south of Tobruk to interfere with the 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 Motorized Corps , the Italian 101st Motorized Division " Trieste " would open a gap in the minefield north of the Bir Hacheim box near the Sidi Muftah box to create a supply route to the armour . Rommel anticipated that having dealt with the British armour he would have captured El Adem , Ed Duda and Sidi Rezegh by nightfall as well as the " Knightsbridge " defensive box some northeast of Bir Hacheim . He would then be in a position for his armour the next day to thrust west against the Eighth army defensive positions between Gazala and Alem Hamza , meeting the attack from the west by the Italian X and XXI Corps . Battle . Rommel strikes first . At 14 : 00 on 26 May , the Italian X and XXI Corps , after a heavy artillery concentration , launched a frontal attack on the central Gazala positions . For deception purposes small elements of the " Afrika " and XX Mobile Corps were attached to the assault groups to give the impression that all the Axis forces were committed to this assault . The deception was reinforced by further elements of the mobile units continuing to move north toward the point of attack . However , that evening , under cover of darkness , all the armoured and mobile elements returned to their concentration point at the southern end of the Gazala line . In the early hours of 27 May , Rommel personally led the elements of Panzer Army " Afrika " — the " Afrika Korps " , the Italian XX Motorised Corps , and the German 90th Light " Afrika " Division — in a brilliant but risky flanking maneuver around the southern end of the Allied lines , trusting to the enemy ' s own minefields to protect his flank and rear . At Bir Hacheim , the " Ariete " and " Trieste " divisions of XX Motorized Corps and elements of 21st Panzer Division were held up for three hours by 7th Armoured Division ' s 3rd Indian Motor Brigade , dug in some four miles south east of Bir Hacheim , and suffered heavy losses before overrunning them . The Bir Hacheim box , defended by the 1st Free French Brigade under Marie - Pierre Koenig , proved to be a bigger problem than Rommel had anticipated ( see Battle of Bir Hakeim ) , and the " Ariete " failed to take the position while suffering heavy losses from the French 75 mm guns in the process . Further to the east , the 15th Panzer Division had engaged 7th Armoured Division ' s 4th Armoured Brigade which had been ordered south to support the 3rd Indian and 7th Motorised Brigades , and inflicted heavy casualties but also took significant losses , surprised by the range and power of the 75 mm guns on the newly arrived Grant tanks . The 4th Armoured Brigade then withdrew toward El Adem and spent the night near the Belhamed supply base east of El Adem . By late morning , the Axis armoured units had advanced more than north , but by midday their momentum had been blunted when they came into contact with and were held by 1st Armoured Division in heavy fighting which saw both sides taking losses . On the far right of the Axis advance , the 90th Light " Afrika " Division had engaged the 7th Motorised Brigade at Retma and forced it to withdraw east toward Bir el Gubi . Resuming their advance toward El Adem , the 90th Light mid - morning came upon the advanced HQ of 7th Armoured Division near Bir Beuid , dispersing it and capturing a number of key officers including the division ' s commander , Frank Messervy . However , he pretended to be a batman and escaped . Nevertheless , the disruption caused by this meant that the division was without effective command for the next two days . As planned , 90th Light division reached the El Adem area by mid - morning and captured a number of supply bases . The Allies were slow to react but by afternoon there was stiff fighting . The following day however , 4th Armoured Brigade were sent to El Adem and the 90th Light were driven back to the south west . The tank battle continued for three days . With Bir Hacheim holding out , Rommel pulled the " Afrika Korps " back into a defensive position called " the Cauldron " , using the extensive Allied mine belts of the original front line to block Allied approach from the west . The Allied armour repeatedly assailed the position from the north and east , and were met by determined , accurate fire . Meanwhile , Rommel ' s supply situation was becoming increasingly desperate . Tasked to defend the German rear , the " Ariete " Armoured Cavalry Division in the meantime fought off repeated attacks by the British armoured brigades on 29 May and during the first week of June . From a German account of this action : Panzerarmee " Afrika " forms " the Cauldron " . Finding himself between the extensive minefields and stiff British resistance , cut off from the supply lines , Rommel ' s situation was precarious . Early on 29 May supply vehicles , supported by the Italian " Trieste " and " Ariete " Divisions , worked through the minefield north of Bir Hacheim and reached the " Afrika Korps " , temporarily resupplying the forward units . On 30 May , Rommel pulled the " Afrika Korps " back westward against the edge of the minefields , creating a defensive position from which to fight . A linkup was formed with elements of the Italian X Corps , which were clearing two routes through the minefields from the west . In the process , the Sidi Muftah box was overrun , and the British 150th Infantry Brigade destroyed . On the night of 1 June , the 90th Light and Trieste divisions were sent south to renew the attack on Bir Hacheim . Once again , the assault failed . The struggle to reduce the box at Bir Hacheim would continue on for another 10 days . Buoyed by over - optimistic intelligence assessments of the casualties suffered by the German armour , Auchinleck strongly urged Ritchie to mount a counter - attack along the coast to take advantage of the German armour ' s absence and to break through to Timimi and then Mechili . Ritchie , unfortunately , was more concerned by Tobruk . He instead brought reinforcements up to the El Adem box and created new defensive boxes opposite the gaps in the minefield . Ritchie finally directed the Eighth Army to counterattack against the " Afrika Korps " on 5 June , but they were met by determined and accurate fire from tank and anti - tank guns positioned in the cauldron . In the north , XIII Corps made no progress . The attack by 7th Armoured and 5th Indian Infantry Divisions on the eastern flank of the cauldron launched at 02 : 50 on 5 June initially went well . The main Axis defenders , however , were further to the west . As 22nd Armoured Brigade pressed on through , they were met by withering fire and their advance was checked . The 32nd Army Tank Brigade , advancing from the north , joined the attack at dawn , but also ran into heavy fire , losing 50 of their 70 tanks . By early afternoon on 5 June , Rommel split his forces , deciding to attack east with the " Ariete " and 21st Panzer Divisions while he sent elements of 15th Panzer Division northwards against the Knightsbridge defensive box . The eastward thrust towards Bir el Hatmat dispersed the tactical HQs of the two British Divisions , as well as the HQs of the 9th and 10th Indian Infantry Brigade s and other smaller units . Command and control broke down completely . 22nd Armoured Brigade , having lost 60 of its 156 tanks , was forced from the battlefield by renewed attacks from 15th Panzer . Of the Allied attackers , three Indian infantry battalions , a reconnaissance regiment and four artillery regiments were left behind . Unsupported by armour , they were overwhelmed and overrun . Rommel continued to hold the initiative , maintaining his strength in the Cauldron while the British armoured strength advantage began to wane . A number of probes were sent to test the various opposing strong points . Between 6 and 8 June , further attacks were launched on Bir Hacheim , but the French defenders continued to hold . Meanwhile , the 7th Motor Brigade and 29th Indian Infantry Brigade continued to harass the Axis lines of communications . Reinforced with a further combat group , the Axis attacked Bir Hacheim again on 9 June , finally cracking the defences by the following day . At this point , the Free French position became untenable . Ritchie ordered the remaining troops to evacuate as best they could under the cover of darkness that evening . Under fire through the night , many of the French were able to find gaps in the line through which to withdraw . The survivors then made their way some to the west to rendezvous with transport from 7th Motor Brigade . About 2 , 700 troops ( including 200 wounded ) of the original garrison of 3 , 600 made it out of Bir Hacheim . 500 Frenchmen , many of whom were wounded , were taken into captivity when the 90th Light Division occupied the position on 11 June . The British Armour is heavily defeated . On 11 June , Rommel pushed 15th Panzer and 90th Light " Afrika " toward El Adem and by 12 June had forced 201st Guards Brigade to withdraw from the Knightsbridge Box to the Tobruk perimeter . 29th Indian Infantry Brigade repulsed an attack on the El Adem box on 12 June , but 2nd and 4th Armoured Brigades on their left were pushed back four miles by 15th Panzer and leaving their damaged tanks on the battlefield . On 13 June , 21st Panzer advanced from the west to join the battle , engaging 22nd Armoured Brigade . The " Afrika Korps " demonstrated a superiority in tactics , combining tanks with anti - tank guns while on the offensive . In addition , Rommel acted rapidly on intelligence obtained from Allied radio traffic intercepts . By the end of the day , the British tank strength had been reduced from 300 tanks to nearer 70 and the " Afrika Korps " had established armour superiority and a dominating line of positions posing a severe threat to cutting off the XIII Corps units on the Gazala line . By the end of 13 June , the Knightsbridge box was virtually surrounded and it was abandoned by the Guards Brigade later that night . Due to these defeats , 13 June became known as " Black Saturday " throughout the Eighth Army . Eighth Army withdraws from the Gazala line . On 14 June , Auchinlek authorised Ritchie to withdraw from the Gazala line . The defenders in the El Adem and two neighbouring boxes held firm and the 1st South African Division was able to withdraw along the coastal road practically intact . The road could not accommodate two divisions so the remaining two brigades of the 50th ( Northumbrian ) Division had to find an alternative . They could not retreat directly east because of the presence of the Axis armour so , instead , they attacked south west breaking through the lines of the Italian X Corps ' " Brescia " and " Pavia " Divisions and headed south into the desert before turning east and heading back to friendly territory . It was clear to Auchinleck that London would not contemplate a withdrawal to the stronger defensive positions around the Egypt - Libya frontier . Auchinleck ' s orders to Ritchie on 14 June therefore were to hold a line running south east from Acroma ( 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 by failing supplies to evacuate . Throughout that day , the defensive boxes at El Adem and Sidi Rezegh were also under heavy pressure from the " Afrika Korps " . On 17 June , both had been evacuated and any chance of preventing the encirclement of Tobruk had vanished . Ritchie ordered Eighth Army to withdraw to the defensive positions at Mersa Matruh , some east of the frontier , leaving Tobruk to hold out and threaten the Axis lines of communication in much the same way as in 1941 . Tobruk falls . XIII Corps commander Gott had appointed 2nd South African Division ' s Klopper as commander of the Tobruk garrison . In addition to the division ' s two South African brigades , he also had 201st Guards ( Motorised ) , 11th Indian Infantry Brigade , 32nd Army Tank and 4th Anti - Aircraft Brigades under command . Tobruk had previously withstood a siege of nine months before being relieved by Operation Crusader in December 1941 , but this time the Royal Navy could not make a commitment to keep the garrison supplied . Allied leaders expected it to be able to hold out for two months with its supplies . Auchinleck however viewed the defence of Tobruk as non - essential and had already told Neil Ritchie that he did not intend to hold it at all costs . Furthermore , it was commonly known that in February 1942 the Army , Navy and Air Force 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 attack ( which had been forestalled by the Axis offensive ) it is likely that the defences at Tobruk had not been maintained in first rate condition . Just seven days later , on 21 June 1942 , 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 2nd Division ) surrendered to General Enea Navarrini ' s 30 , 000 troops . The Axis capture of Tobruk echoed the surrender of 80 , 000 Commonwealth troops to three Japanese divisions following the fall of Singapore a few months earlier . Aftermath . Upon the capture of Tobruk , Hitler rewarded Rommel with a promotion to the rank of field - marshal , the youngest German officer ever to achieve this rank . Rommel , for his part , remarked he would have preferred Hitler had given him another panzer division instead . The British defeat at Gazala and the loss of Tobruk led Churchill to press for changes . Auchinleck dismissed Ritchie on 25 June and assumed personal command of the Eighth Army through the First Battle of El Alamein , where he stopped Rommel ' s advance . However having lost the confidence of his civilian and military superiors , Auchinleck was soon replaced with General Harold Alexander . Axis armour losses from the battle were high . The British armour had suffered very heavily as well , to the point that by the battle ' s close Ritchie had virtually no armoured units left fit to fight . Consequently , the British were unable to hold the Mersa Matruh line , with its open southern border , while Rommel was restrained from fully pressing the advantage of his success . With the capture of Tobruk , the Axis gained a port nearer supply vessels coming from along the Aegean - Crete route , and a large amount of British supplies in the bargain . Rommel ' s forces now represented a very serious threat to the British Empire . If the British could not stop the Germans in Egypt , they would take the Suez Canal ( forcing Britain to use supply lines twice as long , often targeted by U - boats ) and potentially drive for the oilfields in the Middle East . " Panzerarmee Afrika " moved on in an advance upon Egypt , while Auchinleck fell back to defensive positions he was preparing at El Alamein . He had decided to abandon the Mersa Matruh line , choosing instead to buy time there by using two corps , the X and the XIII , to fight a delaying action . Though the two corps were able to engage and slow the " Afrika Korps " at Mersa Matruh , poor command communication resulted in X Corps ' line of retreat along the coast road being cut off . The unit had to break out at night to the south and work its way around the German positions , suffering significant losses as they 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 a large quantity of supplies . Meanwhile , Auchinleck had pulled the bulk of the Eighth Army back another 100 miles further to El Alamein , a mere sixty miles from the essential port of Alexandria . However , the farther Auchinleck moved east the nearer he approached his base of supply . Furthermore , the steep slopes of the Qattara Depression blocked the possibility of an armoured attack sweeping around an open southern flank . The two forces drew up across from each other at El Alamien , where over the next four months three major battles would be fought : the aforementioned First Battle of El Alamein , the Battle of Alam el Halfa and the decisive Second Battle of El Alamein . In August , Auchinleck was replaced as Eighth Army commander by XIII Corps commander Lieutenant - General William Gott and as C - in - C Middle East Command by General Sir Harold Alexander . Gott was killed when his aircraft was intercepted by a group of Me 109s and shot down . Bernard Montgomery was appointed in his place . The British attempted a landing at Tobruk during the night of 13 – 14 September 1942 to rescue the allied prisoners there . The attempted mission , known as Operation Agreement , was unsuccessful . Orders of battle . Allies . Middle East Command ( Claude Auchinleck ) Axis . " Panzer Armee Afrika " ( Erwin Rommel ) Group Crüwell ( Ludwig Crüwell )