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.

On March 4th Marshal of the Soviet Union Georgy Zhukov's 1st Ukrainian Front, including the 3rd Guards Tank Army and 4th Tank Army, attacked German Army Group South's left wing and forged numerous penetrations in German defensive lines already heavily weakened following the battle for the Korsun pocket.