 I Corps- Lieutenant-General John Crocker
 3rd Infantry Division
- Major-General Lashmer Whistler
- Divisional troops
- 3rd (Royal Northumberland Fusiliers) Reconnaissance Regiment, Royal Armoured Corps
- 7th, 33rd, 76th Field Regiments, Royal Artillery
- 20th Anti Tank Regiment, Royal Artillery
- 20th Light Anti Aircraft Regiment, Royal Artillery
- 2nd Battalion, Middlesex Regiment (machine gun battalion)
- 8th Infantry Brigade
- 1st Battalion, Suffolk Regiment
- 2nd Battalion, East Yorkshire Regiment
- 1st Battalion, South Lancashire Regiment (The Prince of Wales's Volunteers)
- 9th Infantry Brigade
- 2nd Battalion, Lincolnshire Regiment
- 1st Battalion, King's Own Scottish Borderers
- 2nd Battalion, Royal Ulster Rifles
- 185th Infantry Brigade
- 2nd Battalion, Royal Warwickshire Regiment
- 1st Battalion, Royal Norfolk Regiment
- 2nd Battalion, King's Shropshire Light Infantry
- 27th Armoured Brigade (attached)
- 13th/18th Royal Hussars (Queen Mary's Own)
- 1st East Riding Yeomanry
 51st (Highland) Infantry Division
- Major-General D.C. Bullen-Smith
- Divisional troops
- 2nd Derbyshire Yeomanry (reconnaissance)
- 126th, 127th and 128th Field Regiments, Royal Artillery
- 61st Anti Tank Regiment, Royal Artillery
- 40th Light Anti Aircraft Regiment, Royal Artillery
- 1st/7th Battalion, Middlesex Regiment (machine gun battalion)
- 152nd (Highland) Infantry Brigade
- 2nd Battalion, Seaforth Highlanders
- 5th Battalion, Seaforth Highlanders
- 5th Battalion, Queen's Own Cameron Highlanders
- 153rd Highland Infantry Brigade
- 5th Battalion, Black Watch
- 1st Battalion, Gordon Highlanders
- 5th/7th Battalion, Gordon Highlanders
- 154th (Highland) Infantry Brigade
- 1st Battalion, Black Watch
- 7th Battalion, Black Watch
- 7th Battalion, Argyll and Sutherland Highlanders
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 VIII Corps- Lieutenant-General Richard O'Connor
 Guards Armoured Division- Major-General Allan Henry Shafto Adair
- Divisional troops
- 55th and 153rd Field Regiments, Royal Artillery
- 21st Anti Tank Regiment, Royal Artillery
- 94th Light Anti Aircraft Regiment, Royal Artillery
- 2nd Battalion, Welsh Guards (armoured reconnaissance)
- 5th Guards Armoured Brigade
- 2nd (Armoured) Battalion, Grenadier Guards
- 1st (Armoured) Battalion, Coldstream Guards
- 2nd (Armoured) Battalion, Irish Guards
- 1st (Motor) Battalion, Grenadier Guards
- 32nd Guards Infantry Brigade
- 5th Battalion, Coldstream Guards
- 3rd Battalion, Irish Guards
- 1st Battalion, Welsh Guards
 7th Armoured Division- Major-General George Erskine
- Divisional troops
- 8th King's Royal Irish Hussars (reconnaissance)
- 3rd Regiment, Royal Horse Artillery
- 5th Regiment, Royal Horse Artillery
- 65th Anti Tank Regiment, Royal Artillery
- 15th Light Anti Aircraft Regiment, Royal Artillery
- 22nd Armoured Brigade
- 1st Royal Tank Regiment
- 5th Royal Tank Regiment
- 4th County of London Yeomanry (Sharpshooters)
- 1st Battalion, Rifle Brigade
- 131st (Queens) Infantry Brigade
- 1st/5th Battalion, Queen's Royal Regiment (West Surrey)
- 1st/6th Battalion, Queen's Royal Regiment (West Surrey)
- 1st/7th Battalion, Queen's Royal Regiment (West Surrey)
 11th Armoured Division- Major-General George "Pip" Roberts
- Divisional troops
- 2nd Northamptonshire Yeomanry (reconnaissance)
- The Inns of Court Regiment (reconnaissance; attached)
- 13th Regiment, Royal Horse Artillery (Honourable Artillery Company)
- 151st Field Regiment, Royal Artillery
- 75th Anti Tank Regiment, Royal Artillery
- 58th Light Anti Aircraft Regiment, Royal Artillery
- 29th Armoured Brigade
- 23rd Hussars
- 3rd Royal Tank Regiment
- 2nd Fife and Forfar Yeomanry
- 8th Battalion, Rifle Brigade
- 159th Infantry Brigade
- 4th Battalion, King's Shropshire Light Infantry
- 3rd Battalion, Monmouthshire Regiment
- 1st Battalion, Herefordshire Regiment
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Lt.-Gen. Miles Dempsey
Gnl der PzTr Heinrich Eberbach
Second Army
79th Armoured Division (elements)
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