In May of 1942 the British Eighth Army comprised 100,000 Commonwealth soldiers, well equipped, and deployed in depth west of Tobruk along a thirty-five mile frontage. U.S. Lend-Lease aid to Britain had played a prominent role in well equipping Eighth Army. For instance, the British 1st and 7th Armored Divisions included 316 American built tanks. Although 149 were the light Stuart tanks, Eighth Army also fielded more powerful tanks than did Germany, such as 167 of the American M3 "Grant" tanks. The "Grant" featured a hull mounted 75mm gun, and turret mounted 37 mm high velocity gun.
In November 1941, a lull in the year long battle between the Axis and British Commonwealth forces fighting across the North African desert finally allowed both sides to recover their strength. German General Erwin Rommel's command fielded 414 tanks, 173 German, and nine divisions (including two German divisions; the 5th Light - renamed the 21st Panzer Division on October and 15th Panzer Division) with 320 aircraft providing direct close air support.