The 22nd Armored Brigade was moved back to Tobruk to re-equip. The 2nd Armored Brigade under Brig Raymond Briggs is positioned between Antelat and Saunnu, a further 30 miles northeast of Agedabia. This brigade is inexperienced in desert warfare and has received no further training since leaving England in September. Back farther is the 4th Indian Div now under Maj-Gen Francis Tucker. The 11th Brigade is still in the Tobruk area along with the 7th Armored Div. The 5th Brigade is in Barce, northeast of Benghazi, immobile for lack of transports. The 7th Brigade is at Benghazi under the command of Brig Harold Briggs.

The Axis forces begin to advance. The initial attack is made along the Via Balbia and through the open desert some 20 miles away in the area of Wadi Faregh. The former move, spearheaded by a mobile infantry group with artillery support under Lt-Col Erich Marcks, and is backed by the remainder of the 90th Light Div commanded by Maj-Gen Richard Veith with the right flank protected by the Italian XX Corps, the Ariete and Trieste Divisions. The Afrika Korps under Lt-Gen Ludwig Crüwell lead the latter move.