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Battle for Egypt

CHAPTER 7 — Preparations for Decisive Battle

page 59

Preparations for Decisive Battle

WHATEVER differences of opinion may have existed in the enemy higher commands concerning the future employment of Rommel's victorious army, Eighth Army had no doubt Rommel would try to advance deep into Egypt. Consequently, when he reappeared in strength on the frontier on 23 June and attacked the British rearguards immediately, the reorganisation of Eighth Army and the preparation of the Matruh defences became matters of great urgency. General Gott was ordered to impose the maximum delay on the enemy, but with the small forces available to him and their condition, little more could be expected than that he would observe or, at the most, harass the enemy advanced guards which were soon operating ten to twenty miles ahead of their main bodies.

General Holmes had explicit orders that Matruh was to be held at all costs. Pending the arrival of Gott with 13 Corps Headquarters and the rearguard, 10 Corps was responsible for positioning the troops and the general policy for fighting the battle. On 24 June the forces at Holmes' disposal, their location and proposed dispositions for the battle were:


10 Indian Division, of three infantry brigades and four field and one medium artillery regiments, withdrawing from the frontier to relieve the New Zealand Division in Matruh. The division had been brought from Iraq during the Cyrenaica battle but, although it had suffered some losses, it had not been seriously engaged. In the movement from the frontier, the division was ‘shadowed, harassed and ground-strafed constantly by [the] enemy….’1

50 (Northumbrian) Division, also known as the ‘Tynesiders’, withdrawing from the frontier to positions east and west of Wadi el Tawawiya, south-east of Matruh and north of Minquar Qaim. The division was now reduced to 69 and 151 Brigades through the loss of 150 Brigade, which had been overrun in an isolated box at Sidi Muftah in the fighting in the Cauldron. 69 Brigade had been sorely tried in the counter-attacks in the Cauldron and, on 24 June, was rearguard on the coast road. Among its other achievements, 50 Division had made a spectacular breakaway from the Gazala line

1 The Tiger Kills, p. 138.

page 60 by advancing westwards through the Italian defences and then wheeling south and east clear of the battlefield. It had two field regiments and some Royal Horse Artillery under command and was to be given any Army tanks which might become available. The division was to have a mobile role based on Matruh and Wadi Tawawiya.


5 Indian Division, less two brigades, moving to the Matruh-Siwa Road area to operate in a mobile role in the gap between the Matruh outposts at Charing Cross and the escarpment at Sidi Hamza. The division had suffered severely in Cyrenaica and on 19–21 June had been withdrawn for line of communication duties at Baggush, where it was together for the first time since coming to the desert. 29 Brigade and the Highland Light Infantry of 10 Brigade, organised in three weak battle groups, were given the mobile role, 9 Brigade and the remainder of 10 Brigade being retained at Baggush and later being ordered to the Delta. General Holmes hoped to find another brigade and a third field regiment for the division in its new role.

New Zealand Division, less one infantry brigade and one company of each of the remaining battalions, restoring Matruh defences and reorganising preparatory to handing over to 10 Indian Division and moving to the area south and west of Minqar Qaim for a mobile role.

1 Armoured Division, with 4 and 22 Armoured Brigades, 7 Motor Brigade and Guides Cavalry, to take over from 7 Armoured Division and operate in the area south and west of Bir Qaim on the escarpment west of Minqar Qaim. The division had suffered severely in Cyrenaica and was in the rear areas resting preparatory to moving to the Delta to re-equip when it was given its new role. In the event only its 2 Armoured Brigade was sent to the Delta. When 1 Armoured relieved 7 Armoured, 3 Indian Motor Brigade, which, with 7 Motor Brigade was covering the retreat, was to move to Fuka. For the battle of Matruh, 1 Armoured had 159 tanks, of which sixty were Grants.

Eighth Army's Operation Instruction No. 82, issued close on midnight of the same day, set out five courses open to the enemy in his attack on Matruh and proposed counter-measures. These were:


Enemy may attack Matruh from the West North of the minefield gap, protecting his flank with mines or an anti-tank screen from an attack by us West through the gap. In this event:

10 corps will hold the enemy frontally and will employ 50 Div in conjunction with 13 Corps to prevent the enemy, by the concentration of all available fire power, from passing through the minefield to Matruh.

13 corps will employ 5 Ind Div to co-operate with 50 Div as above. 13 Corps will employ 1 Armd Div and N.Z. Div to attack the enemy in the rear by moving North and West of the minefield.

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Enemy may attack through the minefield gap. In this event:

10 corps will place 50 Div and 13 corps will place 5 Ind Div and N.Z. Div to bring their combined fire power concentrated on the gap in the minefield to prevent enemy movement to the East.

13 corps will direct 1 Armd Div to strike at the enemy Southern flank, East of the minefield.


Enemy may attack South of the minefield directed on Sidi Hamza. In this event:

13 corps will employ 5 Ind Div to hold this advance frontally and will move 1 Armd Div and N.Z. Div to strike at the enemy Southern flank.

10 corps will hold 50 Div in readiness to move to support 5 Ind Div.


Enemy may advance, going wide to the South with the object of making a deep enveloping movement. In this event:

13 corps will strike at the enemy from the North, cut his L of C, and drive him into the Desert.

10 corps will hold 50 Div in readiness to support 13 Corps.


The enemy may combine any of the above courses and make a feint and a main attack. In this event the above instructions will have to be modified to meet the situation.

The ruling principle will be to employ the minimum force against the feint attack and the maximum against the flank or rear of the main attack.

Notes made by General Holmes also on 24 June show that he had similar ideas of offensive action against the enemy as soon as the battle disclosed Rommel's dispositions and the direction of his main thrust. Among his general conclusions, he said the mobile divisions must be made as strong as possible in artillery and anti-tank weapons, and that they should dig themselves in to withstand heavy shelling but be prepared to move when required.

To complete the picture of 24 June, 30 Corps Headquarters with 1 South African Division, 2 Free French Brigade, and surplus infantry from the formations in the forward area reorganising into battle groups, were re-establishing the defences of Alamein, and 9 Australian Division was being called from Syria.

The orders and plans of 24 June suggest calm, orderly preparation for the battle. The reverse was the case. Communications were poor and there were long delays in transmitting orders and messages. The forward area was cluttered with transport, some moving to the rear and some arduously engaged in the defensive works. With the exception of the New Zealand, 1 South African and 10 Indian Divisions, divisions and brigades were such in name only. They were considerably under strength in men and equipment, they were tired, page 62 they had lost faith in the higher command, and they were sceptical of orders that positions were to be held ‘at all costs.’ While moving to battle positions or working on defences, the British and Indian divisions had to reorganise into battle groups and assimilate the tactics prescribed.

It was impossible in the circumstances, even if it were contemplated, to give the units a complete understanding of the position. Orders and counter-orders, marches and counter-marches, works started and stopped were seen by other ranks and many officers only as evidence of the apparent inability of higher formations to make up their minds what was to be done. Even in divisional headquarters the rapid changes from command to command, although provided for in the plans, were bewildering. Thus, on 24 June, 1 Armoured Division passed from General Headquarters' reserve to 10 Corps and then under the direct command of Eighth Army. Next morning it came under 13 Corps. In the move from Matruh, New Zealand Division received orders from 10 Corps, from 10 Corps on behalf of 13 Corps, and finally from 13 Corps.

Nevertheless, on 24 June, the dominant fact impressed on all headquarters and on all men so far as it was possible to tell them was that a decisive battle was to be fought in the Matruh area, that Matruh was to be held at all costs, and that opportunities would be created for the mobile forces to deal the enemy effective and perhaps mortal blows.

Within twenty-four hours, on the very eve of battle when the enemy was making his dispositions to close on the outposts, General Auchinleck was to take personal command of Eighth Army and completely change the plans for the battle.

Relief of the New Zealand Division in the fortress commenced early on 25 June, and as the incoming 10 Indian Division took over the released units moved to their brigade group assembly areas. In the move to Minqar Qaim, 4 Brigade Group was to lead, leaving the fortress at 1.30 in the afternoon, followed by Divisional Headquarters at six o'clock, the Divisional Reserve Group at seven and 5 Brigade Group at 9.30 p.m. Groups were to move in column of route on the Matruh-Garawla road and the Khalda track to the railway, where they would shake out into desert formation for the remainder of the journey.

While the Division was assembling for the move, minelaying sections of 6 and 7 Field Companies were called for an urgent job in closing the gap in the western belt of minefields south of Charing Cross. In conjunction with 5 Indian Division, they were to put down 9000 mines. As a covering force for the New Zealand sappers, 20 page 63 Battalion, which had returned from the outposts only that morning, was sent out again with 25 Field Battery and two troops of two-pounder and one troop of six-pounder anti-tank guns.

The work was delayed when an expected supply of mines was not delivered. It was not until 6 p.m. that laying was started, the CRE, Lieutenant-Colonel Hanson, having decided to use the Division's reserve stock and to replenish in Matruh. The minefield was old and, without plans from which to work, the engineers suffered a number of casualties when their vehicles ran over hidden mines. Three trucks of 6 Company and one of 7 Company were destroyed or severely damaged but without loss of men. Just after the laying had been completed, however, a 6 Company truck carrying 350 mines blew up, two men being killed and five wounded. No trace could be found of the eighth man in the party.

Seventh Company completed its share of the work and was back at Matruh by 10 p.m., but 6 Company stayed on to help the Indians, who had run out of mines, and did not leave until early next morning. The covering forces rejoined the Division on the march.

General Holmes was loth to part with the Division while his forces were unbalanced. On 24 June he had asked Eighth Army whether, in view of the rapid approach of the enemy, there would be time for 10 Indian Division to take over. When Army replied in the affirmative, the orders for the relief were sustained. Shortly after midday on 25 June, Holmes again communicated with Eighth Army on the subject. He intimated that 10 Corps was still in command of all forces in the Matruh area and mentioned that a covering party from New Zealand Division was on the western minefield. He asked for a decision concerning the remainder of the Division to be given that afternoon. Should it be held in Matruh, move to Minqar Qaim, or concentrate within 10 Corps' area in anticipation of a new role being given next day? Eighth Army was advised that the relief was going on but that the Division had been stopped from moving out of the Corps' area pending further orders.

The situation facing Holmes was formidable and gave reasons for his apprehensions and desire to retain the Division. Tenth Division was only in the process of taking over Matruh and becoming familiar with the defences. Only one brigade of 50 Division was in position. Its other brigade, the 69th, was still with the rearguard and there was a chance that it might be cut off. It had had one narrow escape already. It was doubtful whether 5 Indian Division, now reduced to one brigade, could hold the Sidi Hamza area. The other brigade he had hoped to obtain for the division, the 18th Indian from Iraq, was being held on the Alamein line. Once the New Zealand Division was gone, the eastern flank of the Matruh page 64 position would be open. Moreover, with the exception of the 18th, the British and Indian brigades were little more than weak battalion groups.

General Freyberg became aware of these further discussions early in the afternoon when he was told by 10 Corps that, on relief, the Division was to go into the Naghamish area. He was advised that the Army Commander had promised a decision by midnight whether the Division would stay there or go to 13 Corps. Freyberg stated his objections to Naghamish as a tactical position and the difficulties of recalling 4 Brigade Group, then moving south in desert formation. However, in accordance with Corps' orders, he altered the route for the remainder of the Division to take it east of Naghamish Wadi by way of the Garawla railway station and thence by another desert track to a concentration area at Bir el Sarahna. Difficulties with transport delayed some units, but by 7.30 a.m. on 26 June all the main units of the Division were concentrated in the area Bir el Sarahna and Bir Ali el Qadi. The movement received enemy attention, one man of 21 Battalion and four of 22 Battalion being wounded when 5 Brigade was bombed on the main road near Garawla.

An hour before midnight on 25–26 June the transfer of the Division to 13 Corps was confirmed and the Division was ordered to be in position at Minqar Qaim by 5 a.m., or before first light, on 27 June. Its orders from 13 Corps were:


Secure a box in the general area Minqar Qaim with the object of


Denying the escarpment to the enemy,


Commanding with fire the approaches from the west both north and south of the escarpment;


Maintain a mobile reserve of columns with the task of


Delaying any enemy advance from the west,


Preventing any enemy from moving up the Khalda track from the south, and


Attacking any enemy within striking distance.

The Division spent the morning of 26 June making itself administratively secure. Ammunition and supply trucks had had to be used for the move from Matruh and fifty more trucks were required to make the Division fully mobile. More six-pounder anti-tank guns and their ammunition were awaited. Field artillery ammunition dumped in Matruh had to be picked up and the Division's stock of mines replenished. The location of rear divisional headquarters and supply lines and refilling points also had to be fixed. The Division could have moved during the morning, but it was deemed better to attend to these administrative details in the concentration area rather page 65 than in the tactical position at Minqar Qaim When they were completed the Division would be able to move anywhere quickly.

General Freyberg was given a large measure of discretion in choosing a battle position at Minqar Qaim. For some miles to the west of the Minqar Qaim feature the escarpment was impassable to wheeled transport and there were few places tanks could climb. But the Khalda track, two and three-quarter miles east of Minqar Qaim, and the escarpment east of the track could be easily negotiated by any desert-worthy transport.

In his reconnaissance Freyberg paid special attention to two points. He sought positions which offered natural obstacles to tanks or which could be adequately covered by mines and anti-tank guns. But such positions would be useless if, within them, he could not deploy the field artillery to take the fullest advantage of its range and the concentrations of fire practised in Syria. In addition, the ground, while being defensible, should not retard movement. The CRA, Brigadier Weir, was encouraged by the attention given to the requirements of the artillery. He believed this was the first time in the history of the Division that such a priority had been given to the guns. He regarded it as another milestone in the development of divisional artillery practice.

Fifth Brigade led the move from the concentration area, starting at 2 p.m. and travelling south along a telegraph line until it reached the escarpment. Here a column comprising 21 Battalion, 27 Field Battery, No. 2 Section 7 Field Company, and a troop from 32 Anti-Tank Battery was detached to guard a field maintenance centre at Bir Khalda, 12 miles farther south. The column was placed under the command of Lieutenant-Colonel Allen,1 21 Battalion. The rest of the brigade group turned west and the troops were debussed in their defence area close to Minqar Qaim feature, by which brigade headquarters was established at 4.30 p.m.

Fourth Brigade left the Bir el Sarahna area at 5 p.m. and less than two hours later was disposing itself about Bir Abu Batta, a small feature and re-entrant five and a half miles east of Minqar Qaim. While thus engaged, the troops noted with satisfaction a large formation of Royal Air Force Boston bombers pass over their area on the way to attack the advancing enemy. Within a few minutes, however, they themselves were attacked by about twenty-five enemy bombers which, after turning to get the darkening eastern sky behind them, swept in on a medium-level attack on the group's positions. The troops replied with weapons of all kinds, but by bombing and machine-gunning the enemy killed seven men, wounded

1 Brig S. F. Allen, OBE, m.i.d.; born Liverpool, 17 May 1897; Regular soldier; CO 2 NZEF Sigs Sep 1939–Sep 1941; 21 Bn 7 Dec 1941–10 May 1942, 12 Jun–15 Jul 1942; comd 5 Bde 10 May–12 Jun 1942; killed in action 15 Jul 1942.

page 66 fifty-five others, and destroyed or damaged a number of vehicles. The anti-aircraft gunners claimed three of the enemy aircraft.1

Apropos of this attack, it is worth comment that there is no record in the diaries of the German ground forces that the Luftwaffe reported the concentration of British troops and transport in the Minqar Qaim area. After passing over 4 Brigade about Bir Abu Batta, the German airmen must have seen 5 Brigade at Minqar Qaim, while the Divisional Reserve Group and Divisional Headquarters, then moving to the escarpment, should also have been sighted by alert observers. Had this intelligence been conveyed promptly to Field Marshal Rommel or Afrika Korps, it is highly probable the New Zealand Division would have been subjected to much more vigorous attention next morning.

By midnight on 26–27 June the Division was disposed on the escarpment, with 5 Brigade Group on the western flank and Divisional Headquarters and Divisional Reserve Group next to it west of the Khalda track. There was then a gap of over two miles to 4 Brigade at Bir Abu Batta. This gap was considered too dangerous and the group was ordered to shift itself bodily to the west and close on the Divisional Reserve Group. The move was made on foot between 3 a.m. and 6.30 a.m. On its completion, the Division was disposed in six mutually supporting positions in an area approximately five and a half miles long by one and a half to two miles in depth on the top and face of the escarpment.2

In detail, 22 Battalion faced north and west on the extreme western flank. Fifth Brigade Headquarters was alongside Minqar Qaim feature, and then came 23 Battalion with two companies facing north and one south. Fifth Field Regiment, less 27 Battery with the column at Bir Khalda, was deployed in this area. The Divisional Reserve Group was given a defensive task adjoining 23 Battalion. Divisional Headquarters was originally located below and to the north of the escarpment between Minqar Qaim and Khalda track, but when advice was received that the enemy had penetrated the minefields on the Siwa road, it was moved three-quarters of a mile south on to the escarpment. This new position also permitted a better deployment of the artillery to meet possible enemy advances from the north-west.

In 4 Brigade Group's new positions, 19 Battalion covered the southern approaches, 28 Battalion the northern and 20 Battalion, on the extreme eastern flank, those from the north-east. Brigade Headquarters was in 19 Battalion's area.

1 No fewer than eighteen reports were made of this incident, most of them differing in detail. The report given here is from 4 Brigade's Intelligence Log.

2 See map on p. 84.

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The Division's supply line was from Matruh and other army depots on the coast road through Rear Divisional Headquarters, which was set up in the neighbourhood of Bir Abu el Fakarin, about 17 miles east of Minqar Qaim and due south of Sidi Haneish. Headquarters of the New Zealand Army Service Corps travelled with Rear Division.

While the Division was taking up its positions, advice was received of an enemy attack on the Siwa road minefields and the noise of battle in the distance was heard. These gave urgency to the defensive preparations. Fifth Brigade sent a patrol of carriers from 22 Battalion to make contact with 5 Indian Division to the west, and also sent other patrols 12 miles to the north and northeast to look for signs of an enemy breakthrough. Fourth Brigade sent a column comprising 20 Battalion less one company, 46 Field Battery, and B Troop of 31 Anti-Tank Battery north along the Khalda track for three and a half miles to the junction of the roads and telegraph lines. The column left the brigade area at Bir Abu Batta at 9.30 p.m. On the patrol it passed several groups of British transport which were unaware that the enemy might be near at hand. Parties bringing six-pounders to the Division were met and given guides to Minqar Qaim. As no contact had been made with the enemy by 11. p.m., the column took up a defensive position for the remainder of the night.

In the meantime, the troops on the escarpment toiled with a will to make weapon pits and gun positions. The hard, rocky ground made the work laborious. Where it was impossible to dig, the men scraped shallow holes and built parapets of stones. Few of the guns could be sunk into pits. In the dark, 7 Field Company put down a minefield covering the northern approach to 5 Brigade's area. This was prolonged by 5 Field Park to cover 28 Battalion's west and north flanks, and 6 Field Company carried the minefield north and east of 20 Battalion to Bir Abu Batta.

Although there was still much work to do in improving the minefields and other defences, the Division greeted the dawn of 27 June with confidence. At long last, after more than two and a half years of war, it was disposed to fight as a division. Each infantry battalion felt it had tried and trusted comrades on its flanks, and there was the utmost faith in the gunners. True, there was an air of novelty in the anti-tank defences. The anti-tank batteries were still receiving the new six-pounders. These had not been zeroed and parts were missing from some. But the gunners took them over and prepared them for action in their allotted battle positions. Waiting infantrymen who had had a course on the two-pounder in Syria took over the two-pounder guns for the anti-tank platoons then page 68 being formed in each battalion. They knew that the gun made the German panzer divisions a little more cautious in attack, that in favourable circumstances it could knock out a tank, and with a hint or two on tactics, the infantrymen went off triumphantly to reinforce their battalion defences.

The men were vaguely aware that 1 Armoured Division and 5 Indian Division (how little of the latter they did not know) were west of them. Seven miles north, 151 Brigade of 50 Division was in the area where the New Zealand Division had concentrated on 25–26 June, and beyond the 151st was the same division's 69th Brigade. Above all, however, the men knew the battle had started and, in the élan of well-found troops, they were certain that the enemy was about to receive a knock which would change the tide of fortune.

Freyberg considered one really hearty blow was all that was needed to put the enemy off his balance and Eighth Army on top again. But the idea was not put to the test. Last-minute changes in the British plans reduced, if they did not eliminate, the chances of giving a knockout blow. Indecisive, spiritless command on the day of battle made its delivery impossible.