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Battle of Gazala and capture of Tobruk

On 5 January 1942, the Afrika Korps received 55 tanks and new supplies and Rommel started planning a counterattack, which he launched on 21 January. Caught by surprise, the Allies lost over 110 tanks and other heavy equipment. The Axis forces retook Benghazi on 29 January and Timimi on 3 February, with the Allies pulling back to a defensive line just before the Tobruk area south of the coastal town of Gazala. Between December 1941 and June 1942, Rommel had excellent information about the disposition and intentions of the Commonwealth forces. Bonner Fellers, US military attaché in Egypt, was sending detailed reports to the US State Department using a compromised code.

Following Kesselring's successes in creating local air superiority around the British naval and air bases at Malta in April 1942, an increased flow of supplies reached the Axis forces in Africa. With his forces strengthened, Rommel contemplated a major offensive operation for the end of May. He knew the British were planning offensive operations as well, and he hoped to pre-empt them. Early in the afternoon of 26 May 1942, Rommel attacked first and the Battle of Gazala commenced. Under the cover of darkness, the bulk of Rommel's motorised and armoured forces drove south to skirt the left flank of the British, coming up behind them and attacking to the north the following morning.

On 30 May, Rommel resumed the offensive, and on 1 June, Rommel accepted the surrender of some 3,000 Commonwealth soldiers. On 6 June, Rommel's forces assaulted the Free French strongpoint in the Battle of Bir Hakeim, but the defenders continued to thwart the attack until finally evacuating on 10 June. Rommel then shifted his attack north; threatened with being completely cut off, the British began a retreat eastward toward Egypt on 14 June, the so-called "Gazala Gallop".

The assault on Tobruk proper began at dawn on 20 June, and the British surrendered at dawn the following day. Rommel's forces captured 32,000 Commonwealth troops, the port, and huge quantities of supplies. Only at the fall of Singapore, earlier that year, had more British Commonwealth troops been captured at one time. On 22 June, Hitler promoted Rommel to Generalfeldmarschall for this victory. Following his success at Gazala and Tobruk, Rommel wanted to seize the moment and not allow the 8th Army a chance to regroup. He strongly argued that the Panzerarmee should advance into Egypt and drive on to Alexandria and the Suez Canal, as this would place almost all the Mediterranean coastline in Axis hands and, according to Rommel, potentially lead to the capture from the south of the oil fields in the Caucasus and Middle East.

Rommel's success at Tobruk worked against him, as Hitler no longer felt it was necessary to proceed with Operation Herkules, the proposed attack on Malta. Auchinleck relieved Ritchie of command of the Eighth Army on 25 June, and temporarily took command himself. Rommel knew that delay would only benefit the British, who continued to receive supplies at a faster rate than Rommel could hope to achieve. He pressed an attack on the heavily fortified town of Mersa Matruh, which Auchinleck had designated as the fall-back position, surrounding it on 28 June. The fortress fell to the Germans on 29 June. In addition to stockpiles of fuel and other supplies, the British abandoned hundreds of tanks and trucks. Those that were functional were put into service by the Panzerarmee which by now relied on British trucks for half its transport.