The triumph of Gazala and Tobruk behind him, Field Marshall Erwin Rommel lost no time in driving deep into Egypt - his goal of the Suez Canal at last in sight. An attempt by rallying elements of the British 8th army to hold him at Mersa Matruh was shattered on 27th and 28th June when another fourty tanks were destroyed and a further 6,000 disconsolate POW'S began the long, thirsty trudge back towards Tripolitania.

However, four factors began to affect his brilliantly extemporized exploitation of the British defeat. First, the inexorable laws of "the diminishing power of the offensive" began to exert their hampering influence. Second, the Desert Air Force now operating from its nearby bases, slowed his speed of advance. Third, his pleas to the Fueher for just a pair of fresh German divisions to enable him to clinch his success in the Middle East, fell on uncomprehending ears, for the impending summer drive towards the Caucasus in the U.S.S.R. was taking all Hitler's attention. And Fourth, in July, three out of the four Axis tankers conveying vehicle fuel to North Africa would fall victim to Allied operations mounted from unsubdued Malta.

As a result, General Claude Auchinleck was afforded just suffifient time to prepare another line - and a real one this time - seventy miles west of Alexandria. It was to go down in history as "the El Alamein position" and, before 1942 was out, would be not only the decisive turning point in the Desert War, but also in Britain's fortunes overall in the Second World War. But none could guess this in Late June 1942, when 8th Army was, although brave, both baffled and defeated.

Reconnoitered by General Sir James Marshall-Cornwall earlier in the summer, the Alamein line ran for about thirty miles from the Mediterranean coast near the small railway station of EL Alamein to the cliffs edging the Qattara Depression, which was a vast area of impassable, low-lying salt marshes that effectively closed the Desert flank. Flat and sandy on the coastal sector, the center comprised a number of rocky ridges and escarpments. Both areas presented bad going for armour. Auchinleck estimated that two reinforced armoured divisions and two well-sited infantry divisions could hold this position against superior numbers. The coast road and the railway provided good lines of communication to the rear, so long as the RAF could maintain air supremacy. Naval vessels could overhang the coast in front of the position. Lieutenant General Norrie at once put his weary and disheartened men to work, aided by troops of the new X Corps of Lieutenant General Holmes, whilst Gott's XII Corps held the ring. Four defended localities were prepared: the largest around EL Alamein; the next along Ruweisat Ridge; the third about Abu Dweiss, and the fourth at Deirel Shein. The headquarters of the 8th Army were close brhind the Ruweisat position, where the supply dumps and airfields of Alexandria and the Delta were within easy range to the coast.

To hold the area, Auchinleck could call upon 35,000 men and just 160 tanks. Reinforcements were promised - including a convoy of new American Sherman tanks provided by Roosevelt - but these would not arrive before September. Rommel could not be expected to be so helpful as to delay his next offensive until then, so could the line be held? The available troops were split into battle groups, and Auchinleck massed his artillery under Army HQ, and did what he could to create 4th Light Armoured Brigade. But to guard against disaster, he began to prepare defences in the Delta.