Rommel’s second offensive was a short but painful riposte to the British victory in Operation Crusader. Barely three weeks after the German and Italian forces had withdrawn across the whole of Cyrenaica to positions on the Gulf of Sirte, on 21 January 1942 General der Panzertruppe Erwin Rommel unexpectedly went over to the attack from Mersa Brega. The blow – prepared, as Rommel himself claimed, in secret from the Italian high command and from Berlin – fell on scattered, weak and inexperienced units of the British Eighth Army, which were preparing to advance into Tripolitania but were themselves barely holding on at the end of an overstretched supply line.

Within five days the Afrika Korps had broken up the forward brigades of the newly arrived British 1st Armoured Division at Antelat, Saunnu and Msus. Rommel then deceived his opponent with a feint towards Mechili while he himself, with a small group, crossed trackless country into the rear of Benghazi, which he took on 29 January. The commander of Eighth Army, General Neil Ritchie, and the Commander-in-Chief in the Middle East, General Claude Auchinleck, were slow to believe that they faced a serious offensive, and a dispute between Ritchie and the commander of XIII Corps ended with the latter’s resignation. By 6 February the British had withdrawn to a line at Ain el Gazala, from which they had driven Rommel only seven weeks earlier. There the front came to a standstill for more than three months.

Name and dates

The name “Rommel’s second offensive” is a convention used to distinguish this fighting from his first offensive of the spring of 1941, when Rommel had taken Cyrenaica from the British along the same route, from El Agheila through Agedabia and Benghazi. In German writing the fighting appears as the second Cyrenaica offensive (zweite Cyrenaika-Offensive), in British writing usually as the retreat to Gazala – the title of the chapter devoted to it in the British official history. It was not a battle in the strict sense but a series of mobile engagements over an area several hundred kilometres across.

The start is taken to be 21 January 1942, when at about 8 a.m. German and Italian units moved off from Mersa Brega; on this date the sources agree. The end is a matter of convention. It can be set at 6 February, the day on which, according to the British official history, Eighth Army stood on the Ain el Gazala – Bir Hakeim line, and on which a German report to Hitler closed the period of fighting that had begun on 18 November 1941. Some accounts give 4 February, when the main British forces took up positions at Gazala, and others 7 February.

Background

After Crusader

In December 1941 Eighth Army relieved Tobruk and recovered Cyrenaica, but it did not destroy the enemy. Rommel, who withdrew from Gazala on 16 December, led his divisions across the whole province in good order, and at the end of the month, in the fighting at El Haseia near Agedabia, inflicted heavy losses on the British 22nd Armoured Brigade. In the first days of January 1942 the Axis forces took up positions between Mersa Brega and the Wadi Faregh, on the edge of the marshy salt flats at El Agheila, where the coast road passes through a narrow bottleneck. The British followed them with only weak forces. On the Egyptian frontier isolated Axis garrisons were still fighting: Bardia capitulated on 2 January, Sollum on 12 January and the Halfaya Pass on 17 January.

Auchinleck wanted to go further, into Tripolitania. The plan for this operation bore the code name Acrobat and aroused great hopes in London: the capture of Tripoli would open the way to French Tunisia and, combined with the Allied landing in North-West Africa then under consideration, might end the war in Africa. Eighth Army’s administration, however, was at the limit of its endurance. According to the British official history XIII Corps needed about 1,400 tons of supplies a day, while an average of 1,150 tons reached Tobruk by sea and by lorry convoy from Egypt. The port of Benghazi, captured on 24 December, had been wrecked and mined from the air by the Germans, and the first three ships entered it only on 7 January. An offensive could not be expected before the end of February.

At the same time the war with Japan was drawing forces away from the Middle East. After the sinking of Prince of Wales and Repulse and the Japanese successes in Malaya, London diverted to the Far East divisions that had been intended for Egypt, and at the end of December Winston Churchill demanded that Auchinleck give up at least a hundred American tanks. The 7th Armoured Brigade, with 110 M3 Stuart light tanks, left for Burma, and squadrons of fighters and bombers went with it. The navy’s losses were even more painful: at the end of November the Mediterranean Fleet lost the battleship Barham, and in December the Italian human-torpedo attack on Alexandria put its last two battleships out of action.

Malta and Rommel’s supplies

What transformed Rommel’s situation above all was what happened at sea and over Malta. In the autumn of 1941 ships and aircraft from the island had destroyed a large part of the convoys bound for Libya, which went a long way towards deciding Rommel’s defeat in Crusader. In December the Luftwaffe’s II Air Corps (II. Fliegerkorps), transferred from the Eastern Front, arrived in Sicily, subordinate to the new German Commander-in-Chief South, Field Marshal Albert Kesselring. Its raids on Malta paralysed the airfields and the harbour, and the British Force K at Malta ceased to count after running into a minefield off Tripoli in December.

The Italians seized the moment. The convoy of Operation M43, covered by almost the entire Italian fleet – according to Playfair four battleships, six cruisers and twenty-four destroyers and torpedo boats – reached Tripoli on 5 January without loss. It brought 54 tanks, 19 armoured cars, 42 guns, ammunition and fuel, including about 2,300 tons of aviation spirit. Another convoy entered Tripoli on 24–25 January, losing on the way only the liner Victoria. Rommel, who in December had been left with a few dozen serviceable tanks, again had 84 at the front by 17 January, and the Italians 89.

Forces and plans

The British at the far end of Cyrenaica

Facing Rommel was Lieutenant General Alfred Godwin-Austen’s XIII Corps. Its strongest formation, the experienced 7th Armoured Division, had been withdrawn to refit, and its place had been taken by the 1st Armoured Division, which had only begun to arrive in Egypt in November 1941. The division had had an unlucky year: several times its newest tanks had been taken away for other units, and its 22nd Armoured Brigade, sent out earlier, had been bled white in Crusader and at El Haseia. The divisional commander, Major General Herbert Lumsden, had been wounded in an air raid and was replaced by Major General Frank Messervy, until then commander of the 4th Indian Infantry Division, which passed to Major General Francis Tuker. The division’s only armoured brigade, the 2nd Armoured Brigade, was training near Antelat, more than a hundred kilometres behind the front line; its three regiments had about 80 cruiser tanks and over 50 Stuarts between them, and on the journey from Egypt on their own tracks had lost about twenty vehicles to breakdowns.

At the front itself, on a sector of about 50 kilometres from Mersa Brega to the Wadi Faregh, stood only the 200th Guards Brigade (formerly the 22nd) and the 1st Support Group, which had relieved the experienced 7th Support Group only on 19 January. Both were split into small columns of infantry and artillery intended to harass the enemy. The 4th Indian Division had one brigade each at Benghazi and at Barce (Al-Marj), and was re-forming the third at Tobruk. Messervy proposed moving the Indians up to Agedabia, but was refused because they could not have been supplied there. The command assumed that Rommel would be incapable of attacking for a long time, and that if he did attack, XIII Corps would defend the Agedabia – El Haseia line.

Air Vice-Marshal Arthur Coningham’s Desert Air Force was preparing to support the advance on Tripoli. According to the British official history it had about 445 aircraft, of which 280 were ready to fly; nine fighter squadrons were based on Antelat airfield. The Germans and Italians had 515 aircraft in Tripolitania, 300 of them serviceable.

A spoiling attack

The idea of attacking did not come from Rommel. On 12 January his intelligence officer, Major Friedrich von Mellenthin, submitted an assessment that for the next two weeks the Axis forces would be somewhat stronger than the British immediately opposite them, after which the advantage would pass to Eighth Army. The head of the operations section, Siegfried Westphal, therefore proposed a spoiling attack in the Agedabia area. Rommel agreed. He also knew from radio intercepts that the British had supply difficulties; for months he had been benefiting from excellent radio intelligence and – which was not known at the time – also from the reports of the American military attaché in Cairo, Colonel Bonner Fellers, sent to Washington in a broken cipher.

The preparations were explained as defence against an expected British attack. As Rommel himself later wrote, he informed neither the Italian nor the German high command of his intention, because he believed that everything the Italian staffs transmitted to Rome by radio reached the British; according to the British official history the Italian Commander-in-Chief in Libya, General Ettore Bastico, had agreed only to a limited raid. On 18 January Rommel issued the order to attack on 21 January. General Ludwig Crüwell’s Afrika Korps, with the 15th and 21st Panzer Divisions, was to advance in the south along the Wadi Faregh, the Italian XX Motorised Corps with the Ariete and Trieste Divisions in the centre, and Colonel Werner Marcks’s battle group – two motorised infantry battalions with German and Italian artillery – along the coast road. According to Playfair, Rommel’s army then numbered about 12,500 Germans and 25,000 Italians, and all the divisions were far below establishment.

Course

Mersa Brega and Agedabia (21–22 January)

The weather favoured the attackers. Sandstorms hid the movements of the Axis columns from the air, and on the night of 20–21 January a downpour turned Antelat airfield into a swamp – an eyewitness compared it to “chocolate pudding”. In the morning four fighter squadrons were moved with difficulty to Msus and one to Gazala, with the result that they lost the range to reach the battlefield. At about 8 a.m. on 21 January the German and Italian units moved forward. The weak British columns fell back along their designated routes, inflicting what losses they could. The 1st Support Group, which had only just arrived on this sector, got bogged down in difficult, hummocky dune country; under dive-bomber attack and in the soft sand it lost 16 field guns and many vehicles in the course of the day. The veteran 15th Panzer Division also got partly stuck in the dunes. By evening the Axis front had moved forward a dozen or so kilometres, and the Germans recorded that the British Guards and the Support Group had escaped destruction by withdrawing.

Rommel did not stop. On 22 January Marcks’s group, fired on but not halted by the Guards columns, entered Agedabia before noon. Rommel at once saw his chance: he decided to stretch a “net” from Agedabia through Antelat to Saunnu and then turn all his forces south-east against the British units which, he believed, had been cut off from their supplies. On the same day, 22 January, Panzer Group Africa was raised to the status of Panzer Army Africa (Panzerarmee Afrika); some sources give the date as 30 January. Two days earlier Rommel had become the first soldier of the army to receive the Swords to the Knight’s Cross with Oak Leaves.

On the British side assessments conflicted. Godwin-Austen moved his advanced headquarters to Msus and feared exactly what Rommel was doing: he ordered the 1st Armoured Division to block the routes to Msus, where its stocks lay, and the 4th Indian Division to prepare for a possible evacuation of Benghazi. Ritchie, by contrast, who returned on the afternoon of 22 January from Cairo, where he had been working on the plan for the advance on Tripoli, was confident. He believed that Rommel wanted only to gain room in front of the El Agheila bottleneck, and hoped for a “God-sent opportunity to hit him really hard” if he pushed too far forward. The British official history remarks drily that if anyone had stuck their neck out, it was the British – despite the lesson that General Archibald Wavell’s army had been taught a year earlier.

Antelat and Saunnu (23–24 January)

On 23 January the British wanted to pull the 1st Armoured Division back, and the Germans to catch it in their net. The result was a series of scattered clashes over a wide area. Marcks’s group left Saunnu before dawn, sent eastwards, and the 21st Panzer Division, which was to replace it, did not move because of an error in passing on the order. At about 10 a.m. the 9th Lancers of the 2nd Armoured Brigade ran into it north-east of Antelat, and at noon the 10th Hussars joined the fight. The brigade commander, Brigadier Raymond Briggs, lost control of his regiments, which were covering the withdrawal of the divisional headquarters and its rear echelons. In the afternoon Rommel pushed both panzer divisions forward. The 15th Panzer Division ran into the 1st Support Group and chased it eastwards until dusk, while at Saunnu the 9th Lancers collided with the 21st Panzer Division. The South African 21st Field Battery was overrun, firing at the tanks at point-blank range, and the 10th Hussars and the artillery supporting them suffered heavy losses. By evening the Lancers had 28 tanks and the Hussars eight; the 21st Panzer Division recorded the loss of 10 of its 20 tanks.

On the same day the chief of the Italian Comando Supremo, General Ugo Cavallero, arrived at Rommel’s headquarters, accompanied by Kesselring. The alarmed Bastico had informed Rome that the limited raid had turned into a full offensive to which he had not agreed. Cavallero brought a directive from Benito Mussolini: in view of British superiority at sea and in the air there was no prospect of rapid reinforcement, so the Axis forces were to hold the Mersa Brega – Marada line, and the mobile units could carry out only strictly limited raids. Rommel replied that he would go on attacking as long as he could, and that only Hitler could stop him, since it would be mainly Germans who did the fighting. He noted afterwards that Cavallero had left “growling”. The dispute over who really commanded in Africa dragged on throughout the offensive.

24 January passed without a decision. Rommel, poorly informed about the results of the previous day’s clashes, was still trying to trap the British south-east of Antelat and wasted much time and fuel on a pursuit into empty desert. On the British side Godwin-Austen concluded that the enemy’s strength was being underestimated, that the coast road could not be defended, and that the 1st Armoured Division could not cover both the road to Msus and the open flank at once. He asked for freedom to withdraw towards Mechili. Ritchie believed that Rommel had already reached the end of his tether and ordered Msus to be held and Benghazi covered, giving ground only for tactical reasons, though as a precaution he allowed preparations to be made for evacuation and the destruction of stores.

Msus (25 January)

On 25 January the whole Afrika Korps struck northwards. The war diary of the 15th Panzer Division recorded that its panzer regiment had “burst into the enemy at breakneck speed and thrown him into complete chaos”. The 1st Armoured Division fell back in disorder towards Charruba, where some stores had been gathered, and the Germans took Msus together with the British dumps. There Rommel halted the pursuit because his fuel was running out. He judged that he had struck hard enough to keep the British from returning to the offensive for a long time; the spoiling attack had, in essence, succeeded. In the evening Godwin-Austen, making use of the freedom he had been given, ordered the 4th Indian Division to leave Benghazi and the 1st Armoured Division to withdraw to Mechili.

That same afternoon, however, Auchinleck and Air Marshal Arthur Tedder arrived at Ritchie’s headquarters. Together they concluded that the thrust to Msus was merely the exploitation of an unexpected success and that the enemy must be in serious supply difficulties. In the evening Ritchie halted XIII Corps’ withdrawal and before midnight cancelled it altogether. The Indians were to send columns against Rommel’s lines of communication north-east of Agedabia, and the 1st Armoured Division was to cover their flank. “The most offensive action possible must be taken, at the greatest risk,” Ritchie wrote. Godwin-Austen formally protested, convinced that the armoured division had forty tanks at most. Ritchie upheld the order and took the 4th Indian Division away from him, placing it under his own direct command. The next day Messervy reported that he had 41 serviceable tanks and 40 field guns, and Tuker doubted whether he could carry out his new tasks with a single brigade.

Benghazi (26–29 January)

On 26 January Rommel refuelled and collected “abundant booty”. From intercepted radio traffic he knew that the British commanders were at odds and that Benghazi might be abandoned. He did not want to go further north-east, since that would have exposed his supply lines to a blow from the direction of Benghazi, so he decided to take the city itself, and from the least expected direction. The Afrika Korps was to feint an advance on Mechili to convince the British that the main blow would fall there. Meanwhile Marcks’s group and two reconnaissance units were to cross the supposedly impassable country south-east of Benghazi, take Benina airfield and close the road north of the city at Coefia, while the Italian XX Corps advanced through Sceleidima and Soluch. From the south, along the coast road through Beda Fomm – the same road on which, in February 1941, the British had cut off the retreat of the Italian Tenth Army – the German 90th Light Division was moving up. The attack was set for 28 January; it forestalled by one day the counter-stroke that Ritchie, after further disputes, had planned for 29 January.

The ruse worked. On 27 January, in poor visibility, two British fighters spotted the Afrika Korps moving towards Mechili, and Ritchie took this for the main thrust. “The enemy has divided his forces and in both areas is weaker than we are. The watchword everywhere is offensive action,” he wrote in an order. The 1st Armoured Division was sent towards Mechili, into the enemy’s rear, and the 4th Indian Division was to strike at the columns heading for Benghazi. At noon on 28 January Tuker reported that two large columns with 47 tanks, including Germans, were approaching Sceleidima and Soluch from the south. Ritchie accepted that he was right; Tuker ordered the installations at Benghazi to be blown up and the 7th Indian Brigade to withdraw northwards.

It was already too late. Marcks’s group struggled through the trackless country by night, in the rain, and Rommel joined it in person near Er Regima. On the evening of 28 January a German reconnaissance unit reached Coefia, where the road ran along a high embankment, and closed it just as the transport of the 7th Indian Brigade was arriving. The brigade commander, Brigadier Harold Briggs, did not try to break out eastwards. During the night he divided the brigade into three columns, about 4,100 men in all, and led them south and east, right through the middle of the enemy’s rear, towards Soluch, Antelat and Saunnu. A good deal of equipment was destroyed on the way, but almost all the weapons were brought out, and in several skirmishes prisoners were even taken. All the columns reached Mechili or El Adem. At about 10 a.m. on 29 January Rommel and his group occupied Benghazi, and in the evening the Ariete Division joined them. As the British official history notes, Mussolini’s permission to occupy Benghazi with a small mobile detachment “if the British withdraw” arrived from Rome immediately afterwards.

Retreat to Gazala (30 January – 6 February)

Rommel no longer had the fuel for a pursuit. Only two weak groups, under Colonel Marcks and Colonel Geissler, followed the British, delayed by roadblocks, mines and air attacks. Ritchie at first believed that the enemy would halt after taking Benghazi and wanted to give up as little ground as possible, but on 30 January Messervy reported that his division could not stand up to even 25 German medium tanks. Ritchie therefore agreed to Godwin-Austen’s proposal to prepare a defensive position at Gazala and to withdraw to it by 4 February, with mobile columns operating for as long as possible from Derna, Mechili and Tengeder. The retreat through the hills of the Jebel Akhdar and across the desert went almost unhindered.

Poles also took part in the retreat in these days. At the beginning of January Brigadier General Stanisław Kopański’s Independent Carpathian Rifle Brigade had taken over occupation duties in the settlements of the Jebel Akhdar, with its strongest group in the area of Derna. On the night of 25–26 January it received orders to occupy the old fort at Mechili urgently, where, according to Polish accounts, it was joined on 29 January by a Free French brigade. On 3 February, on the orders of XIII Corps, the Poles destroyed the fort and withdrew across the desert to Gazala, where on 4 February they took over a defensive sector at Carmuset er Regem – on the same hills they had captured in December.

Rommel for his part considered a renewed attack on 2 February, since the British seemed to him exceptionally weak and demoralised, but concluded that he did not have enough petrol. At the beginning of February the Axis spearheads reached Timimi, less than a hundred kilometres from Tobruk. On 4 February Bastico passed on to him another directive from Mussolini, according to which supplying Libya by sea was very difficult because the navy’s fuel stocks were running out, and the main task of the Axis forces remained the defence of Tripolitania. Rommel interpreted it very freely and left strong mobile units far forward in Cyrenaica. On 30 January Hitler promoted him to Colonel General; according to some sources the promotion was dated 1 February.

On the British side the offensive ended in a crisis of command. On 2 February Godwin-Austen asked to be relieved of command of XIII Corps, explaining that Ritchie had shown a lack of confidence in him, disregarded his advice, taken a division away from him and ordered lower staffs to report over the head of the corps. Auchinleck accepted his resignation. The British official history observes that Godwin-Austen’s assessment of the situation, though unwelcome, had proved realistic. By 6 February Eighth Army stood on the Ain el Gazala – Bir Hakeim line, the very place from which Rommel had withdrawn seven weeks earlier, judging the balance of forces to be unfavourable to him.

Losses

According to Playfair’s British official history, the Commonwealth land forces lost about 1,390 men killed, wounded and missing between 21 January and 6 February, together with 42 tanks probably destroyed and 30 damaged or abandoned after breakdowns, and 40 field guns. Other studies, based partly on German figures, put British losses at more than 110 tanks; the difference stems largely from how vehicles abandoned and later captured by the enemy are counted. Large stocks at Msus and Benghazi also fell into Axis hands. According to the same source Rommel’s losses in these two weeks were very light, although the exact figures are not known. In the air the British lost about 45 aircraft, and the Germans and Italians together roughly forty.

Significance

The offensive lasted little more than two weeks, but it wiped out the fruits of Crusader. The British gave up western Cyrenaica, with Benghazi and the airfields from which convoys to Malta had been covered, and Operation Acrobat – the march on Tripoli – collapsed. In London, where only a few weeks earlier there had been rejoicing at the first victory over Rommel, this caused disappointment and anxiety. In the exchange of telegrams after the defeat Auchinleck explained to Churchill that the British cruiser tanks were unreliable, their two-pounder gun too weak and the handling of armoured units too poor to offset the superiority of German equipment, and that some tank crews were losing confidence in their weapons. The British official history concludes that Eighth Army had overestimated its capabilities and paid the price.

For Rommel it was his second great success in Cyrenaica, achieved – as a year earlier – against the wishes of his Italian superiors and thanks to his personal leadership at the decisive point. It brought him promotion to Colonel General, strengthened his fame in German propaganda and cemented among the British the legend of the “Desert Fox”. At the same time it showed the limits of what he could achieve: after taking Benghazi he lacked the fuel and the strength to go further, and the supply of Panzer Army Africa still depended on whether the convoys could get past Malta.

At Gazala the two sides faced each other for more than three months, rebuilding their strength. The British fortified the Ain el Gazala – Bir Hakeim line with minefields and fortified brigade “boxes”; at its southern end, at Bir Hakeim, the 1st Free French Brigade took up position from mid-February, and the Carpathian Brigade held its sector until mid-March, when it was withdrawn to Egypt. American M3 Grant tanks with 75 mm guns began to reach Eighth Army. On the Axis side Kesselring neutralised Malta with air raids in March and April, which allowed more supplies to be shipped to Libya. On 26 May 1942 Rommel struck first and in the Battle of Gazala defeated Eighth Army; on 21 June he took Tobruk and advanced into Egypt, where he was stopped only at El Alamein. Ritchie lost his command in June, and Auchinleck in August 1942.

Rommel's second offensive (1942)