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Chapter 2: Squaring Up to the Agheila Position

Air Power

THE victory at El Alamein had been made possible by the close co-operation between ground and air forces and owed much to the unceasing air attacks on every kind of enemy activity, on sea, on land, or in the air. This invaluable co-operation continued throughout the campaign; but except when direct support for the advancing troops was specifically requested, or when aircraft were visibly attacking the enemy near the foremost troops, the air offensive took place out of sight of the army. Formations of aircraft passing steadily overhead, an occasional dogfight, a column of smoke far behind the enemy lines, or especially at night, the heartening sound of bombs falling on an enemy port – these were all that the land-bound soldier saw or heard of the Air Force, but it was enough to comfort him and to maintain morale.

The decisive air battle had already been won: our air forces had clear superiority throughout. On any day or night they were operating somewhere, attacking enemy transport aircraft or vessels at sea – especially tankers – bombing airfields, dumps and transport concentrations, shooting down enemy fighters and bombers, and making low-level attacks on tank laagers and other targets. The air offensive was unceasing, and forms as it were a perpetual bass accompaniment to the more intermittent fighting on land.

The force directly supporting Eighth Army, known as the Desert Air Force, was commanded by Air Marshal Sir Arthur Coningham,1 a New Zealander serving in the RAF. It included RAF, USAAF, and South African Air Force squadrons, flying fighters, fighter-bombers, tank-busters, light and medium bombers, close reconnaissance aircraft, and day and night interceptors.

The Desert Air Force was aggressive throughout the campaign.

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To gain the utmost advantage it required to operate from advanced landing grounds as early as possible, especially during a pursuit. The speedy capture of the enemy’s airfields, and the clearance of all the obstructions and mines sure to have been left there, were the best ways in which the army could co-operate with the air force.2 The provision of advanced landing grounds was a primary objective in almost all the army’s operations; and 2 NZ Division was frequently given this task.

Operation TORCH

At the Washington Conference in June 1942, attended by President Roosevelt and Mr Churchill and their advisers, it was decided that an Anglo-American army would land in French North Africa, and in conjunction with the Eighth Army, would clear the North African coast and open the Mediterranean to Allied shipping. The codename chosen for the operation was TORCH. In accordance with this plan Allied forces landed on 8 November (when the pursuit from Alamein was at its height) at Casablanca on the Atlantic coast of Morocco, and at Oran and Algiers on the Mediterranean coast of Algeria. The United States was still on speaking terms with Vichy France, unlike the United Kingdom, and the forces were given an all-American complexion, with an American commander – General Dwight D. Eisenhower. This operation was thus the first venture into true partnership between the forces of the United States and those of the British Commonwealth.

The forces landing at Casablanca, all American, were brought direct from the United States, and so commenced their involvement in the European theatre of operations with an opposed landing at the end of a long ocean voyage; those landing at Oran, also all American, came the shorter distance from England. The Algiers landing was mainly a British one. The Allied forces as a

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whole comprised parts of seven divisions – five American and two British.

French resistance to the landings ceased after three days, following orders issued by Admiral Darlan, the Vichy commander of the French armed forces, who was there by chance. Morocco and Algeria thus became Allied territory pro tem., and the Allied forces were freed to go into action against Axis forces wherever found. A considerable body of French troops, some two or three divisions, now joined the Allies.

The arrangement with Darlan had included Tunisia also; but immediately the Allied landings took place the Axis began landing troops in Tunisia at a fast rate, helped by the short sea-crossing from Sicily. The French Resident-General in Tunis was a helpless spectator of this build-up, and could not offer any resistance, so that in a short time there was a considerable German-Italian army in Tunisia, under command of a German general, von Arnim.

British forces from Algiers, consisting of most of 78 Division and a small part of 6 Armoured Division, began a thrust on Tunis on 15 November, and on 28 November were only 12 miles from the city, after an advance of some 450 miles over most difficult country; but the enemy was already strong enough to block the foremost troops and, indeed, to force them back. Great efforts were made by the Allies to reinforce the British spearhead – now constituted as 5 Corps of First Army – and American combat units, and ad boc supply and transport echelons came forward. The intention was to make another attempt to reach Tunis about the middle of December.

At the beginning of December the Allied army in Tunisia and Eighth Army in Libya were still some 1100 miles apart. The time had not yet come for close co-operation in the tactical field; but it was always in the minds of the Allied Chiefs of Staff that at some point the efforts of the two forces would be centrally controlled.

The Enemy Retirement into the Agheila Position

While 2 NZ Division was resting near Bardia, Eighth Army’s pursuit of the enemy continued across Cyrenaica, employing mainly 7 Armoured Division with 4 Light Armoured Brigade as the spearhead, supported throughout by the Desert Air Force. Tobruk was entered on 13 November, after an abortive attempt to cut off the garrison by an outflanking attack towards Acroma. The garrison got away almost complete, and the enemy continued his withdrawal towards Benghazi.

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At this point the most urgent task was to obtain possession of the airfields in the Martuba area without delay. A convoy, the first for seven months, was to leave Alexandria for Malta on 16 November, and would have to get through if the defence of the island was to be maintained and the population kept from starvation. To provide air cover for the latter stages of the journey it was essential to have the use of the Martuba airfields; and the critical day was 18 November. The landing grounds were in the end brought into use on the 16th, the passage of the Malta convoy duly covered and Malta in effect relieved.

Meanwhile the enemy continued his withdrawal, making use only of the main coast road through Gebel Akhdar and round the Cyrenaican bulge. There was a temptation to repeat the strategy of sending a force direct across the arc of the bulge to cut the enemy off around Agedabia. But two previous ventures of this nature, in early 1941 and early 1942, had led to disaster from a swift enemy counter-attack against advanced forces; so this time only light reconnaissance forces went by this route initially, and they were held up by waterlogged ground. It then became known, however, that the enemy’s shortage of petrol might well lead to a standstill in his transport. So a second and stronger column was sent across the bulge; but the enemy fought off this threat and retired into the El Agheila position. Meanwhile Benghazi was occupied on 20 November for the third – and last – time.

Part of the comparative slowness – and the qualifying word ‘comparative’ must be emphasised – of our advance was due to the administrative position. At Agedabia the troops were more than 350 miles by road from Tobruk, the nearest port functioning, and until Benghazi was in working order again it was manifestly unwise to push too great a force in advance of that port.

At one stage two squadrons of Hurricanes operated well inland from a safe airstrip in advance of our forward troops and were maintained entirely by air. Then, in the few days following the enemy retirement to El Agheila (24 November onwards), the Luftwaffe became unexpectedly aggressive and made a number of attacks on advanced units of 7 Armoured Division. These attacks were all the more noticeable, and the more talked about, because for some time the RAF had had almost complete control of the air. But in a day or two the Desert Air Force had restored the position and stopped most attacks, or greatly minimised their intensity.

For the moment the enemy’s intentions were not clear. The morale of the German troops was apparently still high; but it must have been clear to them that this time they had been hustled

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back into the El Agheila position, whereas on the two previous occasions they had retired there of their own volition with the intention of resuming the offensive – a case of reculer pour mieux sauter. But whatever the enemy’s intention, Montgomery was determined that the British forces should not be caught again; and not for the first nor the last time he used the word ‘balance’, meaning that formations were to be so placed as to be ready for any eventuality, especially an enemy counter-offensive. Thus, while 7 Armoured Division was pursuing the enemy, 1 Armoured Division and 2 NZ Division, under command of 10 Corps, were based in the area between Derna and Bardia, with plans prepared for defence should the enemy launch a major counter-attack. The New Zealand Division’s part in this plan was to occupy a position in the Acroma–Knightsbridge area.

Towards the end of November, 51 (Highland) Division, which had remained at Alamein, was brought forward to a position behind 7 Armoured Division, so strengthening the first line of defence; and steps were taken to move 50 Division forward from Egypt to take its place. At the same time Headquarters 30 Corps took over responsibility for operations beyond Agedabia, leaving 10 Corps responsible only for the second line of defence.

As the days went on it became clear that the enemy had no thought of counter-attack and that the immediate tactical problem was to eject him from the El Agheila position and then resume the advance to the west. But before discussing this problem and the part played in its solution by 2 NZ Division, it is proposed to say a few words about the opposing commanders, Montgomery and Rommel, and about the enemy.


There is now available in many publications (including his own Memoirs) enough material to cover all the facets of Montgomery’s personality, but we are concerned here only with his capacity as a general as known after the victory at Alamein. His army was most impressed by his characteristic soundness – which was also, in Lord Wavell’s opinion, the chief virtue of Wellington. In Montgomery’s case it meant that he prepared for his offensives on a rigidly firm foundation of administration, waited for the right moment to attack, and refused to be hurried, even by Churchill; he adhered to his basic plan even though there might appear fleeting chances of a more spectacular – but more speculative – victory; he handled his manpower in truly economical fashion, never took risks where failure might lead to disaster, and did not persist with failure; he disposed his forces in depth so that his

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army could not be overrun if the enemy attacked unexpectedly; he disregarded criticism, especially if it was directed at his apparent slowness; he always planned on the assumption of success (his own words about himself), fought no battle unless he was certain that he could win it (Rommel’s words about him), and always planned two battles ahead. Montgomery – and Wellington – were both accused of caution, and Rommel considered that Montgomery was excessively cautious, but Rommel touched on the vital point when he went on to say that Montgomery could afford to be cautious because material superiority, and thus time, were definitely on his side.

In an address to the officers of 2 NZ Division on 4 January 1943 Montgomery said: ‘In the various battles we have fought out here you may have noticed that we have intervals where we sit still and do nothing, and you may wonder why. The reason is that part of my military teaching is that I am not going to have out here in North Africa any failures. ...I definitely refuse to do anything until we are absolutely ready administratively, until we have built up sufficient strength to be certain there will be no failures. ...’

It was Montgomery’s way to issue personal messages to the troops as an aid to morale, and in the early stages of his command something of this nature was sadly needed. They caused comment among the troops, even if this was sometimes cynical and amused. Probably to British troops they held some appeal until the end, even though it may later have diminished, and the same applies to his talks to troops, which were given before any battle. There is evidence to show that Montgomery was aware that his methods of personal approach were regarded differently by New Zealanders and he endeavoured to vary his talks when speaking to them.

In November 1942 the Army knew beyond doubt that they had a commander who could win battles, and on whom they could rely unquestionably.

Rommel and the Enemy

There had been a period in 1941 and 1942 when Rommel was almost as well regarded by the Eighth Army as by the Africa Corps, for the British soldier admires a sterling foe who fights cleanly. By December 1942 Eighth Army probably thought less about him, its emotions being directed more towards the enjoyment of victory and the need for further offensive action. But Rommel remained a respected figure who needed watching, as he was quite capable of retaliating with vigour.

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Two points emerge from contemporary German documents. The first is that Rommel operated under the control of higher echelons of command which frequently irked his independent and aggressive spirit. In Germany there was OKW,3 the German Supreme Headquarters, which meant Hitler; and in Rome there was the Italian Comando Supremo, under Mussolini, which in theory was responsible for all operations in North Africa, where the forces, again in theory, were Italian, campaigning with German assistance. Then followed the Italian Command in North Africa, known as ‘Super-libia’, the senior officer being the Governor of Libya, an appointment held in December 1942 by Marshal Bastico.

Running across – or perhaps parallel to – this hierarchy came Field Marshal Kesselring, senior officer of all the German troops in the Mediterranean, with no direct operational command at this time, but responsible for the assembly in Italy of all German supplies for the forces in North Africa. Rommel often quarrelled with Kesselring, and up to the time he left Africa did not think very highly of him; but later reflection caused a change in his opinion, and his final summing up of Kesselring is a high one.

In his days of success Rommel could behave with scant respect for his Italian superiors; but now that things were going badly they were treading on his heels all the time, and he had repeated visits from representatives of the Comando Supremo or Superlibia. The Italian authorities held the whip hand in one vital respect. The movement of supplies of all kinds from Italy was, with Hitler ‘s agreement, under Italian control, and Rommel was dependent upon what they sent him, always a doubtful matter in view of the successful interference of the Royal Navy and the Allied Air Forces. Even when spurred on by Kesselring, Comando Supremo was inefficient, and Rommel’s correspondence about this time is one long appeal – and complaint – about deficiencies in supplies.

While tactically he remained much his own master, any strategical action he intended was often opposed; and owing to the decline in Axis fortunes, there was a tendency for rearward authorities to trespass more and more into details. Rommel had difficulties in getting freedom of action in his El Agheila operations, and elsewhere throughout the period covered in this volume. He was harried by sometimes absurd orders from higher authorities, and cramped in his endeavours to make the best use of what troops and supplies he had.

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The second point that emerges from German documents is that after Alamein – the ‘battle without hope’ in Rommel’s words – Rommel was firmly of the opinion that the campaign in North Africa was lost, and that the correct thing to do was to evacuate all the troops from Africa for use in Europe. He says succinctly, ‘If the army remained in North Africa, it would be destroyed’.4 He was deeply impressed by the Allies’ superiority in material, and now in numbers too, and he realised that their superiority in both these factors would increase; whereas on the Axis side they were poorly supplied, inferior in the air, and in no position to remedy any weakness. Alamein was the decisive battle of the African campaign, and the Germans had lost it. He resisted most strongly the accusation made against him, by Bastico among others, that he was defeatist; but claimed that he was truly realistic and that there were people who ‘simply did not have the courage to look facts in the face and draw the proper conclusion’. His one aim became to save his troops and prevent annihilation. But in the end some 250,000 troops went into Allied prison camps.

Rommel’s forces were known as the German-Italian Panzer Army, constituted as:


Africa Corps – 15 and 21 Panzer Divisions

90 Light Africa Division5

164 Light Africa Division

Africa Panzer Grenadier Regiment

German Air Force Brigade


XX Corps

XXI Corps6

As it happened, the troops opposing 2 NZ Division were German almost throughout. The main German strength, however, lay in the two panzer divisions, with 90 Light Division as a strong supporter.

The panzer divisions normally were composed of a reconnaissance unit (a combination of scout cars, armoured cars, and armoured troop-carriers), a tank regiment of two battalions (each of 84 tanks at full strength), a lorried infantry regiment of three battalions, a field artillery regiment of three battalions, an anti-tank battalion, an anti-aircraft battalion, an engineer battalion, and service units;

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2 New Zealand 
Division’s route from Bardia to Wadi Matratin

2 New Zealand Division’s route from Bardia to Wadi Matratin

and the light divisions usually comprised a reconnaissance unit, three lorried infantry regiments, an artillery regiment, an anti-tank battalion, an anti-aircraft battalion, an engineer battalion, and service units. In November 1942 the strength of each division was only that of about a regiment (equivalent to a brigade) or less. The reconnaissance units often operated separately as a reconnaissance group. The lorried infantry regiments were known as Panzer Grenadiers, a title accorded them by Hitler. It is unnecessary to give the numbers of all the units in the German divisions, but their formations were:

15 Panzer Division

8 Panzer Regiment

115 Panzer Grenadier Regiment

33 Panzer Artillery Regiment

21 Panzer Division

5 Panzer Regiment

104 Panzer Grenadier Regiment

155 Panzer Artillery Regiment

90 Light Division

155 Panzer Grenadier Regiment

200 Panzer Grenadier Regiment

361 Panzer Grenadier Regiment

190 Artillery Regiment

164 Light Division

125 Panzer Grenadier Regiment

382 Panzer Grenadier Regiment

433 Panzer Grenadier Regiment

220 Artillery Regiment.

Rommel had realised that he could not hope to stop Eighth Army’s advance until the El Agheila position was reached; and from the middle of November the first steps were taken to withdraw all non-motorised units behind that line, and to organise the defence of the area. Most of the Italians were among the non-motorised troops. The Italian authorities had directed that there must be an orderly withdrawal of the Italian troops – doubtless there were still bitter memories of the aftermath of Alamein – and for once Rommel was prepared to comply. Progressively the non-motorised forces, both German and Italian, were withdrawn first into the El Agheila defences, where they carried out some work, and then later back to Nofilia and Buerat. Remaining in the El Agheila position were the German motorised troops, with the addition of a tank battle group from Ariete Division.

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There was a brief moment when Rommel toyed with the idea of a limited counter-attack, and of repeating his performance of previous years by destroying the advanced British forces; but he answered this himself when he said that it was a purely academic discussion, as they had neither the petrol nor sufficient tank destruction units for any such scheme.7 The German official narrative says briefly that the petrol and ammunition shortage and the low strength of the motorised and armoured formations made it impossible to carry out any offensive action.

At this point in the war in North Africa – late November – the German High Command was concentrating on the defence of Tunisia, and the ‘eastern front’ in Libya became secondary. Troops and supplies were being poured into Tunis; but there was nothing for Rommel. It is easy to understand his bitterness when it is realised that only a small part of the effort now being made to build up forces in Tunisia, if made in the summer of 1942 and directed towards Egypt, might have carried him to the Suez Canal.

But all the same the Fuehrer’s well-known dislike of giving up any ground prescribed that the El Agheila position was to be held at all costs; and the Duce was a loud-voiced echo of the Fuehrer. It took much effort on Rommel’s part, including hurried visits by air to both Fuehrer and Duce, to get this rigid ruling modified – for hard facts soon dictated another course of action.

As early as 20 November Rommel was advocating most forcibly that no stand should be made at El Agheila, that there should be a steady withdrawal to an intermediate position on the line Homs – Tarhuna (some 60 miles east of Tripoli), and that thereafter Tripolitania should be evacuated completely, and the main stand made at the Gabes Gap, 120 miles west of the Tunisian frontier. He was always in favour of this last position, even in comparison with the more famous Mareth Line, for it could not be outflanked.

However, the most he could achieve, and this only after a four-day conference at the Fuehrer’s headquarters in East Prussia and after being told initially that every man must be put into the El Agheila line to hold it to the last, was that he was given a free hand to withdraw to the Buerat position only, which again was to be held to the last. The outcome of these discussions was that as early as 2 December Rommel had decided to retire from El Agheila, and had even decided that the first day of withdrawal was to be 5 December, on which day a detached garrison at Marada (75 miles south of El Agheila) was to start moving out.

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The Germans’ shortage of petrol was very nearly vital in the true meaning of the word. The shortage was a persistent theme in the German narrative of these weeks, for there is not a day when it is not alluded to in one way or another. The position was ‘very critical’, ‘catastrophic’, ‘at the moment the Afrika Korps has no petrol’, ‘the German motorised formations are now completely immobilised’, ‘supplies brought forward amounted to only about one fifth of the quantity necessary’, ‘extremely critical’, ‘by the evening of 5 December the army would have no petrol at all’ – and so on day after day. Every two or three days there is a reference to sinkings, either by submarine or aircraft, sometimes as many as three vessels in one day. In November for instance, while 4879 tons of petrol reached the Axis forces, 8110 tons were lost. The shortage had its effect on the Luftwaffe also, which often did not have enough petrol to take the air operationally. Small wonder that the Germans make rueful comments on our apparently limitless supplies.

The El Agheila Position

The El Agheila position marked in effect the indeterminate division between Cyrenaica and Tripolitania (the two northern subdivisions of Libya), and when occupied by troops could well be a barrier to the passage from the one to the other. Its strength lay in the fact that its eastern, southern, and south-western approaches are covered with salt marshes, soft sand, or exceptionally broken ground unsuitable for manoeuvre, the only clear approach being the narrow strip along the coast road.

The British forces knew it as either the ‘Agheila’ or the ‘El Agheila’ position; but actually the enemy’s line of defences ran from the coast at Marsa Brega to the south and then to the west, and the Germans always referred to it as the ‘Marsa el Brega’ line. The defences round El Agheila itself, some 25 miles behind Marsa Brega, formed a second position to the main line.8

Whatever its name, the position was known to be strong. From the coast near Marsa Brega the line ran behind (i.e., south-west of) the salt marsh Sebcha es Seghira as far as Bir es Suera, thence south to Bu Mdeues on Wadi el Faregh (which also was an obstacle), then turned to the west along the wadi to Maaten Giofer, and then south again along the Marada Track to Sidi Tabet, with a detached strongpoint at Marada. Minefields were laid at various points in front of the main defended localities.

Nature and the works of man had combined to make venturesome any direct assault on the position, but both sides knew that it could be outflanked. It was also known that the outflanking

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force would need to make a long cast to the south before turning west and north, and that careful reconnaissance would be necessary to find a practicable line of advance.

The defences of El Agheila village itself included a chain of minefields at about four kilometres radius, touching the coast on both east and west. Some 17 miles to the west of El Agheila there was an anti-tank ditch protected by minefields, running from the sea to the tip of Sebcha el Chebira, another salt marsh. The narrow gap between sea and marsh, known to the Germans as ‘ El Mugtaa Narrows ‘, made this point a bottleneck.

Cognisance had to be taken in planning of the fact that the defences anywhere near the coast – at Marsa Brega, at El Agheila, and at El Mugtaa Narrows – were strong and therefore it would be advisable to avoid a frontal attack. The more quickly the enemy could be turned out of the position the better, as he would otherwise have time to improve his defences, always assuming that he intended to stay and fight.

Plan of Attack

As long as bulk supplies had to be carried forward almost 400 miles from Tobruk, it was not possible for the Eighth Army to advance farther in strength, and there was a limit to the number of troops who could be maintained facing the El Agheila position and beyond it towards Sirte and Buerat. The bulk supplies available at the ports had to maintain not only the army but also the air force, and by mid-December the air force alone would require 1400 tons of stores a day. The offensive of the air force ranked equal with that of the army; and one of the essentials for any advance was that the air force should be able to operate with maximum capacity from advanced landing grounds. The opening up of Benghazi harbour thus became top priority; but at best it would be of little use until the latter half of December. In the meantime the build-up of supplies was dependent upon the long haul from Tobruk.

Montgomery decided, therefore, that the attack on the El Agheila position must be carried out by not more than three divisions, of which one alone would be armoured, and that it could not take place until mid-December. There was a faint hope that the enemy would not pause at all at El Agheila, and Montgomery wondered if a few manoeuvres on the southern flank might not be enough to cause him to abandon the position. But this was only a passing thought, and he soon decided, in his own words, to ‘annihilate the enemy in his defences’ or ‘get behind the German forces and capture them’.9

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The general plan was to attack the main position from Marsa Brega to Sidi Tabet with 51 (Highland) and 7 Armoured Divisions, and to send 2 NZ Division, reinforced by 4 Light Armoured Brigade, on an outflanking march to the south, west and north-west with Marble Arch10 as the objective; but reconnaissance was necessary before this outflanking move could be definitely ordered. On 30 November a patrol of the King’s Dragoon Guards, under Captain P. D. Chrystal, using three armoured cars and three jeeps, started from El Haseiat and proceeded south of Sebchet Gheizel, thence across the Maaten Giofer – Marada track, and north-westwards to the Marble Arch area, the object being to find out if there was a suitable route for the passage of a large mechanised force.

The reconnaissance party had difficulties that were only to be expected in such broken country, but in the end found a route with going that was always fair, and usually good, for the whole way to the Marble Arch. The only considerable obstacle was a large rift, some eight miles across and with steep or precipitous sides, lying athwart the route. This had to be crossed at right angles at a point about 80 miles from El Haseiat, for there did not appear to be any alternative. The crossing was quite feasible but there would need to be considerable detailed reconnaissance and marking of routes. This obstacle was at once known as Chrystal’s Rift.11

The remainder of the route offered no special difficulty. After crossing the Rift it went roughly west until it reached the Marada Track some 25 miles north of Marada (or 30 miles south of Maaten Giofer), thence along the track northwards for some ten miles and then generally north-west to Marble Arch, keeping to the north-eastern edge of Chor Scemmer, which was an impassable marshy ravine. A frontage of several miles could be maintained over most of the route, with the exception of Chrystal’s Rift. There were parts, however, especially west of the Marada Track, where low hills and small steep escarpments would make for difficult night driving.

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Chrystal’s reconnaissance was carried out without interference from the enemy, although it seemed certain that it had been seen, as on two occasions enemy aircraft flew overhead, once following the patrol for some miles, and once circling round for twenty minutes.

Preliminary Moves

Having assumed operational responsibility for the forthcoming attack, 30 Corps began in the first days of December to make closer contact with the enemy. The 51st (Highland) Division12 occupied the area opposite Marsa Brega and Bir es Suera, while 7 Armoured Division patrolled south and west. On 2 December 2 NZ Division passed from the command of 10 Corps to 30 Corps, and preliminary orders were issued for it to move to the Agedabia area. The Division was to leave the Bardia area on 4–5 December, and be fully assembled at El Haseiat, some 35 miles south-east of Agedabia, by 9–10 December. Tracked vehicles would travel on transporters via the main coast road, the remainder of the Division across the desert.

In the morning of 3 December the GOC briefed his formation commanders and heads of services and discussed plans. The Division’s part was to be an outflanking march with 4 Light Armoured Brigade under command along the route reconnoitred by Captain Chrystal. The chief difficulty would be the supply of petrol in the quantities needed to move the Division, and even at this early stage General Freyberg stressed the necessity for economy in its use. After reviewing the general strategic position – the enemy’s shortages, the lengthening lines of communication of Eighth Army, and so on – he told the conference that Rommel had been ordered to hold the El Agheila position at all costs.13 He ended with instructions to officers to tell their men about the coming advance, and to say that the final of the rugby competition would be played in Tripoli – for which purpose sports gear was to be taken!

Orders later issued for the move to El Haseiat prescribed the groups and timings:

Formation Departure Arrival at Destination
6 Inf Bde Gp 11.30 a.m., 4 December Not later than 11 a.m., 9 December
HQ and Res Gps 6.30 a.m., 5 December Not later than 4 p.m., 9 December
5 Inf Bde Gp 11.30 a.m., 5 December Not later than 11 a.m., 10 December

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The route was west along the Trigh Capuzzo to El Adem, thence to Bir Hacheim, and along the 7 Armoured Division’s marked route to Msus – Saunnu – Ridotto Terruzzi – El Haseiat.

The 50th Division took over the engineer tasks in the Tobruk – Bardia area so that the sappers could move with the Division, and the detached light anti-aircraft batteries similarly were called in, 41 Battery from Sollum – Halfaya rejoining forthwith and 42 Battery from Tobruk rejoining en route. General Freyberg had a rooted objection to leaving any part of the Division on detached duties when operations were afoot; and in this case this feeling was augmented by the need for full anti-aircraft protection on a march that might well be taking the Division behind the enemy lines.

Thus, hastily, the pause at Bardia ended and the Division, rested and revived, set out again on its long journey westwards. About El Adem and Sidi Rezegh the survivors of the CRUSADER operations recognised the battlefields of the previous year still littered with wrecks and debris. But morale ran high. There was a feeling that this would not happen again.

The move was uneventful, except that three or four vehicles were damaged on old minefields near Bir Hacheim ,14 and six vehicles a little north of Haseiat. Each group arrived well on time, the Division – less its tracked vehicles – being complete by the evening of 9 December. Petrol consumption was less than had been expected.

The armoured fighting vehicles, including those of Divisional Cavalry, a total of 32 Stuart tanks and 135 carriers, went on transporters of 6 Company, RASC, by the main road through the Gebel Akhdar, and arrived in the El Haseiat area to unload before darkness on 10 December.

Thirtieth Corps issued its initial operation order on 4 December for operation GUILLOTINE. Briefly, 51 (H) Division was to attack astride the main road to capture the defended localities in and south-west of Marsa Brega, codename SWEAT; 7 Armoured Division was to attack in the Bir es Suera area, create a gap and then pass through, codename BLOOD; 2 NZ Division was:

(a) To advance from El Haseiat and establish a firm base on the tracks north of Marada.

(b) To destroy enemy posts north to Giofer inclusive.

(c) To push out patrols towards Marble Arch and Zella.

(d) To contain Marada and take every opportunity to occupy it.

The codename for 2 NZ Division’s tasks was TOIL.

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These various tasks were given on the assumption that the enemy would stand his ground at least until a major attack developed.

Dates for the operation were communicated to commanders separately. It was intended that 2 NZ Division’s advance from El Haseiat – task ( a) – should commence on 14 December, but no firm date was given for the other objectives, the achievement of which depended on the general course of operations.

There is a slight degree of mystery about the Division’s tasks ( c) and ( d), for on 5 December 30 Corps arranged for a party to reconnoitre Marada and Zella. Drawn from King’s Dragoon Guards, one of the regiments of 4 Light Armoured Brigade, the patrol – four armoured cars and three jeeps – went out on 7 December, entered Marada during the night 8–9 December and found it unoccupied, and then went on towards Zella and a little farther to the north-west. This was duly reported to regimental headquarters on 10 December, but possibly owing to the transfer of 4 Light Armoured Brigade from 7 Armoured Division to 2 NZ Division at this time, does not seem to have fully registered with any superior headquarters. Meanwhile the enemy garrison of Marada had moved out on 6 December as the first stage of the thinning out of the Marsa Brega position.

In the El Haseiat Area

The GOC held a conference on 9 December in the El Haseiat area. The domestic situation was good and presented no difficulties. The main doubt remaining was over ‘going’, and the CRE (Lieutenant-Colonel Hanson15) was therefore to co-operate with 11 Hussars (an armoured car regiment from 7 Armoured Division) and with Captain L. H. Browne16 of the Long Range Desert Group in selecting a detailed route for the advance, especially at the crossing of Chrystal’s Rift. The GOC then reviewed alternative courses of action for the Division in case the enemy got away before the advance began, although he did not think this would happen.

In the flurry of conferences and discussions that took place from 9 December onwards, it took two or three days to determine the actual dates for the moves of the Division. On 11 December, under

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arrangements made with Headquarters 30 Corps – there do not appear to have been any formal orders – the Division moved some 30 or 40 miles to the south of El Haseiat to an area designated as ‘Stage I’. It was then intended that on 14 December it should move across Chrystal’s Rift to ‘Stage II’, on 15–16 December to ‘Stage III’, a point on the Marada Track, and on 16–17 December northwestwards to ‘Stage IV’, some ten miles west of the Marada Track.

On 11 December 30 Corps issued orders for the period beyond Stage IV, when 2 NZ Division was to seize Marble Arch and Merduma, clear landing grounds at both places, and then reorganise and prepare to move to Nofilia. The first part of this operation – the seizing of Marble Arch and Merduma – was to take place in daylight on the 17th.

The 4th Light Armoured Brigade (Brigadier C. B. Harvey, DSO) came under the command of the New Zealand Division on 9 December, but had not then joined the Division, which was still at El Haseiat. At that time the brigade consisted of the following units:

Armoured Cars

King’s Dragoon Guards (KDG)

Royal Dragoons (Royals)


Royal Scots Greys (Greys)


3 Regiment, Royal Horse Artillery (3 RHA)

one troop 211 Battery, 64 Medium Regiment, Royal Artillery (211 Med Bty)

one troop 41 Light Anti-Aircraft Battery, Royal Artillery


1 Battalion, King’s Royal Rifle Corps (1 KRRC)


One troop 21 Field Squadron, Royal Engineers

In addition there were various service units such as RASC and RAMC. Armoured brigades had what can only be called a lavish establishment of vehicles. Their large B Echelon – the vehicles not used for fighting – was divided into B1 and B2, and like all units they found it necessary to have their transport near them. The result often was that between the armoured brigade fighting vehicles leading an advance and the next following combatant group – guns or infantry – would come a long tail, either delaying the troops behind or else ‘cluttering up some one else’s area’, as a participant observed, a problem that was never satisfactorily solved.

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The 4th Light Armoured Brigade had moved forward to ‘Stage I’ on 9 December, and was already in that area when 2 NZ Division arrived two days later. The one exception was the Greys, which remained at El Haseiat. Only a few days previously this regiment had taken over a fresh issue of tanks, which required servicing and calibrating. These included seventeen Shermans, the first that the regiment had ever had. Consequently the Greys were entering a new campaign with a proportion of fighting vehicles of which the crews had had no previous operational experience. The delay at El Haseiat was of greater importance than was realised at the time, and caused certain difficulties later on.

The Greys’ total strength in tanks on 12 December was 36–17 Shermans, 4 Grants, and 15 Stuarts (the last also known as Honeys). This was regarded as inadequate by General Freyberg, and had been the subject of much discussion at Division, Corps and Army Headquarters. Freyberg had made his view clear, that if there was to be any rounding up of the enemy, the outflanking force would need more armour. But for administrative reasons Montgomery decided that he could not allot a much stronger force of tanks to 2 NZ Division, although he partially met the request by allotting A Squadron, Staffordshire Yeomanry (with nine Shermans) to 4 Light Armoured Brigade. This squadron joined the Greys on 12 December. It was a case of robbing Peter to pay Paul, for Staffordshire Yeomanry was part of 7 Armoured Division, which was then so much the weaker.

When reviewing the events of a few days later, it should be remembered that from the outset no one thought that there were enough tanks with the Division. It was doubly unfortunate that some of the tanks available should start off with the handicap of inexperienced crews and that last-minute training should cause delay.

Between 9 and 12 December the CRE and his party, including detachments from 6 Field Company with bulldozers, prepared a crossing over Chrystal’s Rift. At frequent intervals in this depression were rocky island mounds impassable to vehicles, and between them the sand often was soft, almost as fine as flour and also impassable. The route selected therefore wound about a great deal, adding to the length of the crossing. It required some work with explosives in addition to bulldozing, but was sufficiently good for transport to cross on a three-vehicle front at six miles in the hour.

Desert warfare had something in common with naval warfare because of the extensive area of featureless ground and the ease of movement in all directions. As a result it often was necessary to navigate by nautical methods, that is by celestial observations.

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The Long Range Desert Group was expert in this for its raids, reconnaissances and approach marches to lying-up grounds behind the enemy lines were often across hundreds of miles of unmapped and almost featureless desert. The GOC decided to ask that Captain Browne, a New Zealand LRDG officer skilled in desert navigation, should be made available as navigator for the forthcoming march, and on 12 December part of R1 (New Zealand) Patrol of the LRDG, two officers and 18 men under Browne, joined the Division. The patrol, however, was still operating under orders of Eighth Army, and was given several other tasks, including reconnaissance in the Buerat area, a long way ahead at the time, as well as that of navigating for the New Zealand Division.

During this time the Division was steadily accumulating supplies for the move. The NZASC issued enough petrol for 300 miles in unit vehicles, and held enough for another 100 miles in ASC vehicles. Filling unit transport to this scale meant the issue of 180,000 gallons. Rations and water for six days were held in unit vehicles, and rations for another three days and water for another four days in the ASC vehicles.

There was thus great activity, both mental and physical: planning by commanders and staff, discussions of details with subordinates, issues of all kinds of supplies, maintenance and overhaul of vehicles and weapons, movement of supply vehicles back and forth over the desert – all combined with a degree of exhilaration that came from the knowledge that the next move was something new over new country, with the intention of driving the enemy farther back than ever before.

On 9 December the first signs were noticed that the enemy was beginning to thin out. On three successive nights (9–10, 10–11 and 11–12 December) patrols from 51 (H) Division advanced some 4000 yards from their forward localities and penetrated the enemy’s forward positions without meeting other than slight opposition. Air reconnaissance on 10 December showed a clear movement rearwards of transport, and the signs of a general withdrawal were becoming steadily clearer.

The Enemy in early December

Rommel expected an attack as early as 27 November, in the belief that Montgomery might try to ‘crash’ the El Agheila position. Such an attack held no fears for him; but he realised that as time went on Eighth Army would progressively become stronger, and by the middle of December might be able to attack with two armoured and four infantry divisions, thus greatly outnumbering him. He does not seem to have appreciated the restrictions of administration on the number of troops in the forward area.

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In early December, before any thinning out had started, the enemy troops in the ‘Marsa el Brega’ position were:


Africa Corps – 15 and 21 Panzer Divisions

90 Light Division

Africa Panzer Grenadier Regiment

German Air Force Battle Group (known to us, not entirely accurately, as the Ramcke Group)

Army and anti-aircraft artillery


XXI Corps, comprising remnants of Pistoia, Spezia, and Young Fascist divisions

Ariete Battle Group

By 9 December, when 2 NZ Division was concentrating at El Haseiat, the whole of XXI Corps had been withdrawn and was on its way back to the Buerat position. About the same time the German 164 Light Division, which had been refitting in Tripoli, came forward again as far as Buerat, where it was put in charge of the defence construction work to be done there.

The enemy had identified 7 Armoured and 51 (H) Divisions, but not specifically 2 NZ Division, although on 25 November he had reported it as already moving forward – nine or ten days before it left Bardia. But he knew that there were other formations in the forward area. He even mistakenly identified 9 Australian Division, and on another occasion thought that there were four divisions ready to attack. By 10 December Rommel was sure that the attack would include a ‘wide encircling movement’ round the southern flank; and partly as a counter to this, he slowed down the move of the Italian units towards Buerat and held them for a few days at Nofilia, as he did not want British troops to arrive there and find it undefended. In a report to Superlibia and to Kesselring on 10 December Rommel said, ‘unless the army’s petrol situation is improved at the earliest possible moment, the danger cannot be avoided of the Panzer Army being hopelessly stranded between Marsa el Brega and Buerat, and then. ...being sacrificed to the Eighth Army.’

The El Agheila position was manned from north to south on 11 December by 90 Light Division (including a group from the German Air Force Brigade), the Africa Corps ( 15 and 21 Panzer Divisions), and the Ariete Group, the limits being from Marsa Brega via Bir es Suera and Maaten Belcleibat to Maaten Giofer. In reserve were Africa Panzer Grenadier Regiment, and certain detached portions of the Africa Corps. The 15th Panzer Division had 27 tanks, 21 Panzer Division 26, and Ariete 57, the last all Italian. All units were motorised; but there was petrol for only 20 or 30 miles.

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It is impossible to ascertain the correct strengths of enemy units but it seems probable that the Germans had altogether about 14,000 men in the area. Ariete Group cannot have numbered more than two or three thousand. One can safely conclude that 30 Corps was very much stronger than the total enemy troops it was likely to meet.