[3][4] The division was first raised at Ahmednagar, India under the command of Major General H V Lewis CB CIE DSO MC in 1941.

It was soon apparent that the British and Indian troops in Burma were too few in number, wrongly equipped and inadequately trained for the terrain and conditions.

After failing to hold the Kawkareik Pass, Moulmein and Kuzeik, the division fell back to the Bilin River, where it was joined by 48th Indian Infantry Brigade.

Air attacks, poor organization and vehicle breakdowns delayed the division, and Japanese parties infiltrated around them to threaten the vital bridge over the Sittang.

After trying to hold a front in the Irrawaddy River valley, the division subsequently retreated north into Assam just before the monsoon broke, fighting off a Japanese attempt to trap it at Kalewa.

For the campaigning season of 1943, the division was reorganised as a "Light" formation, with two brigades only (48th and 63rd), supported by mountain artillery, and with mules and jeeps only for transport.

The division was at the end of a long and precarious supply line, and the "light" establishment was found to be inadequate in some respects.

In late February 1945, the motor elements of the division, with the bulk of 255th Indian Tank Brigade under command, crossed the Irrawaddy River and advanced on the vital Japanese communications centre of Meiktila.

Reinforced by the 9th Indian Infantry Brigade which was flown into the airfields around Meiktila, they subsequently withstood a Japanese siege.