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Battle for Egypt

CHAPTER 8 — Auchinleck takes Command

page 69

Auchinleck takes Command

IN the evening of 25 June, when the enemy was a day's march from the Matruh outposts, General Auchinleck took direct command of Eighth Army. He had decided that day ‘the position of the Eighth Army was so critical and the danger to Egypt so great’,1 that he must assume personal command. With the change, he also reversed the decision that a decisive battle should be fought round Matruh.

Reasons for the altered policy are given in Auchinleck's despatch. ‘I realized that we were so weak in tanks and field artillery, two of the essentials for success in desert warfare, that it was very doubtful whether we could hope to hold the Matruh position, any more than we could the positions on the frontier,’ he reported. ‘With his superiority in tanks, it seemed that the enemy might either envelop our open southern flank or pierce our centre, which we could hold only lightly. In either event, he was likely to isolate part of our forces and defeat them in detail, and this I was determined to avoid. I was convinced that it was necessary above all to hold together the much depleted Eighth Army and to keep it as a mobile force, retaining its freedom of action. I decided, therefore, that I could not risk its being pinned down at Matruh.’2

After discussing the disadvantages of yielding Matruh and the advantages of the Alamein positions, including the shortening of Eighth Army's supply lines, the despatch continues: ‘I therefore cancelled the orders to stand at Matruh and gave instructions for Eighth Army to withdraw on El Alamein, delaying the enemy as much as possible in its retirement.’

Shortly after midnight on 25–26 June, General Holmes, his Brigadier General Staff (Brigadier Walsh), and Brigadier Erskine (BGS 13 Corps) were informed of the new plan at Headquarters Eighth Army at Baggush. Detailed orders were set out in Eighth Army Operation Instruction No. 83 which was being prepared while the conference was being held. This instruction, and an addition to it issued by Auchinleck personally on 26 June, are important in understanding much that happened in and about Matruh and are quoted here in full.

1 Despatch, p. 327.

2 Ibid, p. 328.

page 70

26 June 42

Ref Map MATRUH 1/500,000


1. eighth army Operation Instruction No. 821 was based on the intention to fight a decisive battle on the Matruh position.

This intention has now been changed and a new plan formulated to take effect as soon as the necessary orders can be promulgated.


2. eighth army will stop the enemy's eastward advance and defeat him in the area matruh-el alamein-naqb abu dweis-ras el qattara….2


3. eighth army is divided into two elements:—


The Forward element comprising 10 and 13 Corps in the matruh area.


The Rearward element comprising the formations in the el alamein area.

4. The role of the Forward element eighth army is ‘To seize any opportunity which may arise of delaying and defeating the enemy but to withdraw from the matruh position should the enemy threaten to overwhelm our forces in this area.’

5. The principles on which the actions of the Forward element of eighth army will be based are as follows:—


Formations will be mobile and will maintain in the forward area the whole of their Fd and R.A. A/Tk arty assisted by the minimum of infantry and the other supporting arms.


matruh will NOT be held as a fortress, and steps will be taken to ensure that formations will NOT be cut off by an enemy thrust to the coast about maaten el garawla….


Units and stocks NOT required for the battle in the matruh area will be evacuated forthwith to positions east of el alamein.

6. The Forward elements eighth army will comprise the following:—



Div HQ and Sigs, equivalent of one Bde Gp and all the Div Fd and R.A. A/Tk arty of 50 Div and 10 Ind Div.


64 Med Regt.



Div HQ and Sigs, equivalent of one Bde Gp and all the Div Fd and R.A. A/Tk arty of N.Z. Div and 5 Ind Div.


1 and 7 Armd Divs.

The remainder of 50, N.Z., 5 Ind and 10 Ind Divs will be sent to EL ALAMEIN position as follows. On arrival they will be met and be given instructions by 30 Corps.

1 See pp. 60–1. This instruction dealt chiefly with possible enemy courses of action and proposed counter-measures.

2 Map references omitted throughout.

page 71

Remainder 50, N.Z. and 10 Ind Divs by desert route to DEIR EL QATTARA….


Remainder 5 Ind Div by desert route to NAQB ABU DWEIS….


On arrival on the EL ALAMEIN position all elements of the forward echelon of eighth army will be received by 30 Corps which will come under comd BTE from 1200 hrs 26 June.


This movement from MATRUH to the EL ALAMEIN position will be dispersed and spaced evenly over the hours of daylight by 10 and 13 Corps. It will be started immediately on receipt of these orders.

7. During the hours of daylight on 26 June the policy governing the action of 10 and 13 Corps in the event of an enemy attack will be as laid down in eighth army Operation Instruction No. 82 except that 10 Ind Div will NOT be required to hold MATRUH but will fight in a mobile role West and South of the MATRUH perimeter defences.

8. After 2100 hrs 26 June the policy governing the action of 10 and 13 Corps will remain the same but the inter-Corps boundary will be: ….1


9. It is most important that installations and stores, which can NOT be evacuated, are destroyed.

10 Corps are responsible for arranging for the demolitions at MATRUH port, MOHALFA, QASABA and the stocks within the MATRUH perimeter including water supply.

Acknowledge.(Sgd.) J. F. M. Whiteley,
General Staff.

Time of signature 0415 hrs.

Method of issue. 10 & 13 Corps by SDR [Special Despatch Rider].

To this Operation Instruction, General Auchinleck issued the following ‘most immediate, most secret’ addition over his own signature on the same day:

1. Although para 4 of this instruction [No. 83] says that forward troops of the eighth army now in the area matruh, minqar qaim, sidi hamza, will withdraw from the matruh position should the enemy force threaten to overwhelm them, this does not mean that the strongest possible resistance is not to be offered to the enemy around the minefields which constitute the major part of the defences.

2. Should the enemy attack it is my intention to inflict the heaviest possible losses on him in this area and, if possible, so cripple him as to make him incapable of further offensive action for a considerable time.

3. The means at our disposal include:—


The divisional artilleries of four divisions with an infantry brigade from each division organised into mobile battle-groups strong in field and anti-tank guns.


An armoured force comprising two tank bdes with their artillery regiments.


A covering force comprising motor and light tank (Stuart) units.

1 The boundaries are fixed by map references and are not material to this discussion.

page 72

4. The principles on which the battle will be fought are:—


The fullest use will be made of the minefields to embarrass and fix the enemy. Mobile battle-groups are to watch the minefields closely and prevent enemy interference with them, inflicting the maximum loss on him should he try to do so.


Should the enemy pass round the SOUTH flank of the minefields or penetrate them, he will be at once engaged with all available artillery by the division or divisions nearest the threatened spot. Other divisions, while continuing to watch their own allotted front and flanks, will move at once to the threatened front and attack the enemy boldly and quickly with all available artillery, this movement being co-ordinated by Corps Commanders.


If battle-groups have to give ground it should be with the object of coming into action again at the earliest possible moment on the flank or rear of the enemy. There must be NO continued rearward movement. The enemy must be attacked by artillery fire continuously from all sides until he is brought to a standstill.


The armoured force will be in Army reserve and will not be committed to battle against enemy armour until a really favourable opportunity has been created for it by the action of the infantry divisions.


The covering force will operate vigorously from the SOUTH against the enemy flanks and rear doing its utmost by bold and rapid action to destroy the enemy's transport and dislocate his supply organisation.

5. An essential part of this method of defence is close control and co-ordination of the action of battle groups by divisional commanders who must make their direct personal influence felt on the battlefield. It is their duty to supply the driving power necessary to enable the artillery to ATTACK the enemy wherever he is and whatever he does.

6. The Corps Commanders must be in the closest possible touch so as to ensure that if one Corps or part of it has to give ground the other is immediately able to take advantage of this situation by rapidly and boldly attacking the enemy in flank.

7. This system of battle calls for the maximum of mobility on the part of the troops concerned and the greatest alertness and quickness of decision on the part of all commanders. I hope to confront the enemy with a situation new to him and to cause him heavy loss, perhaps even destroy him, before he can accustom himself to these new conditions.

8. The contents of this instruction are to be impressed most firmly at once on ALL commanders.

Acknowledge. (Signed) C. J. Auchinleck,
Comd. Eighth Army.

However clear Auchinleck may have been in his own mind concerning his plans, these instructions made a difficult situation still more confusing. The intention to withdraw on Alamein is precisely stated in the despatch. It was the keynote of the midnight conference. It is the dominant note in paragraphs two and four in page 73 Operation Instruction No. 83. Certainly there is a caveat that previous orders would hold good should the enemy attack during daylight on 26 June. An intention to fight in the Matruh area may also be deduced from the order to ‘stop the enemy's eastward advance and defeat him in the area Matruh-El Alamein-Naqb Abu Dweis-Ras el Qattara.’ But neither caveat nor deduction overruled the principal idea of packing up and getting out of Matruh and of fighting a delaying action back to Alamein.

Auchinleck's additional instructions expressed another view. The forward elements were to withdraw only ‘should the enemy force threaten to overwhelm them’, and then only with the object of coming into action again at the earliest possible moment. There was to be no continuous rearward movement. In brief, there was to be mobile defence based on the minefields to inflict the heaviest possible losses on the enemy ‘in this area’ and ‘if possible,…cripple him’. An important proviso was that the armoured force was to be held in Army reserve and not committed to battle against the enemy armour until a really favourable opportunity had been created by the infantry divisions.

There was a still further view of the impending operations. According to Brigadier Whiteley, the ‘whole plan was that 13th Corps should attack northwards to help 10th Corps out of Matruh’ in the event of enemy penetration between the two corps.1 Again, at the midnight conference, Brigadier Erskine arranged with Brigadier Walsh that 13 Corps would stay on the escarpment as long as possible to give 10 Corps somewhere to make for when it broke out of Matruh.

This confusion, of course, was not apparent, but nevertheless it was characteristic of Middle East and Eighth Army administration at this period. The vital necessity of checking and re-checking to ensure harmony of ideas and orders had still to be learned.

In addition to this feature of the planning, there was the obvious question of whether there would be sufficient time to promulgate the new orders and make them effective. When the change was made, the movements and reorganisation called for in Eighth Army orders from 22 to 24 June were still uncompleted. Now the infantry divisions had to undergo further reorganisation and assimilate new plans and new battle tactics. Moreover, 10 Indian Division in Matruh had to be converted from a static role to a mobile one.

Eighth Army Headquarters had ample information concerning the proximity of the enemy and no doubt of his intention to attack.

1 Evidence before Court of Inquiry into encirclement of 10 Corps at Matruh.

page 74 Its own intelligence reports stated that the enemy could be expected to reach the minefields at 6.30 a.m. On 26 June. Orders issued by 5 Indian Division to its battle groups in the outpost line at 4.30 p.m. on 25 June, on the authority of a 13 Corps' order, reported an enemy concentration of mechanised transport a short distance to the west, and stated that an enemy advance against the minefield was expected ‘possibly this afternoon.’

Mention has already been made that communications were poor and that there were long delays in transmitting orders and messages. General Holmes did not get back to his headquarters at Matruh until 5 a.m. after the midnight conference. He at once put in hand plans for making 10 Indian Division mobile and for demolitions and evacuation. There is no record that 10 Corps received a copy of Instruction No. 83, but it is possible it was destroyed with other secret documents during the battle. Brigadier Erskine returned to 13 Corps Headquarters about four o'clock, when he gave the news to General Gott. Their copy of Instruction No. 83 did not reach them until 1.10 p.m. on 26 June.

What happened to the instruction after that is not clear. Fifth Indian Division appears to have received it, as its own operation order issued at 5.30 p.m. on 26 June makes the definite statement that ‘The Commander-in-Chief has decided NOT to hold Matruh at all costs but to use it to delay the enemy as long as possible and then to withdraw to the El Alamein position.’ There is no reference, however, to the instruction in a detailed log kept by 1 Armoured Division.

There is no record in division or corps documents that NewZeland Division received Instruction No. 83, although a copy of Auchinleck's additional instruction was preserved in the Division's archives. Four years after the war the instruction was brought to the notice of General Freyberg and Brigadier Gentry but, important as it was, it did not strike a responsive chord in their memories. On the contrary, they insisted from their records at the time and their recollections of this decisive occasion, that the first they heard of a general retreat from Matruh to Alamein was when they received an order to move during the battle on 27 June.

In this they are supported by a contemporary document. In the early hours of 27 June 13 Corps issued Operation Order No. 133 in which the ‘intention’ paragraph said: ‘13 Corps will delay enemy as long as possible in present position and stop his advance in area Matruh-El Alamein-Naqb Abu Dweis-Ras el Qattara. Special determination is required at the present time and a personal message from the Commander-in-Chief has been received calling on all ranks for a supreme effort to achieve this intention.’ Divisional tasks were page 75 those set out in an order of 25 June. These, in brief, were that the corps, in conjunction with 10 Corps, would destroy any enemy forces which penetrated the area between them.

The order then named axes of retreat and new concentration areas ‘in the event of a withdrawal from the forward positions becoming necessary.’ Withdrawal was to be controlled by Corps Headquarters by means of a special code included in the order. In other words, there was to be no withdrawal unless it was authorised by Corps.

To sum up the position on 26 June:

At the top, the Commander-in-Chief of the Army had been removed from his post and his place taken by the Commander-in-Chief of the theatre. In some circumstances, such action emphasizes the seriousness of the situation and the change restores confidence. In Eighth Army, the lack of confidence in the higher command due principally to the disasters of the previous month, extended beyond Army Headquarters Few, if any, of the units, however, were aware of the change in command.

The Army's new orders were contradictory. At the midnight conference and in Operation Instruction No. 83 the emphasis was on further withdrawal to Alamein to avoid the risk of the Army being split by the enemy and defeated in detail, and to secure the benefits of flanks which could not be turned and of shorter supply lines. In Auchinleck's additional instruction the Army was ordered to offer the enemy the strongest possible resistance with the object of crippling him in the area about the minefields. The Army's chief staff officer envisaged a battle on a corps basis in which the mobile 13 Corps would be a hammer to crack the enemy against the anvil of 10 Corps in the Matruh defences. The Commander-in-Chief thought in terms of artillery battle groups whose actions would be directed by divisional and corps commands.

In 10 Corps the previous plans for the approaching battle were being reversed and stores were being collected for evacuation or destruction. The former suggested indecision in the higher command; the latter expectation of further defeat. But all were working with a will in a race against time.

In 13 Corps 5 Indian Division's small battle groups on the outpost line awaited the decisive hour, but as it neared, they were told that Matruh was not to be held ‘at all costs’ and that the Army was to withdraw to Alamein. First Armoured Division had absorbed the armour of the covering force in the retreat from the frontier. The advanced units, 7 Motor Brigade's armoured cars, were in contact with the enemy west of the Siwa road. The division had a precise role in counter-attacking the enemy should he penetrate the page 76 minefields. New Zealand Division was concentrating in defensive positions at Minqar Qaim. It was confident of its ability to hold its own against the enemy and expected to play a decisive part in a co-ordinated corps counter-attack when the enemy committed himself against Matruh.

In all the Army area there was more than the usual friction of the battlefield. Much of it was inevitable as a result of the retreat. The greater part was due to attempts to impose new organisation and tactics while preparing to give battle to an enemy bent on denying his opponent time to reorganise and deploy.

On 26 June, while it was yet light, Rommel's spearhead, 90 Light Division, pierced the minefield defences. The Battle of Matruh was on.