Commanded by Lieutenant-General Émile Dossin, the 2nd Division had its headquarters in Antwerp, and were initially composed of the 5th, 6th, and 7th Mixed Brigades, all of which are formed from Regiments of-the-line.

[2][page needed] Source:[3] At the start of the war on May 10, 1940, the 2nd division was assigned the southernmost portion of the Fortified Position of Liège.

During this manoeuvre, the trains that carried the heavy armament of the 2nd's infantry regiments were bombed by the Luftwaffe, causing a large loss of life and material.

A German attack on the 6th of the line succeeded in capturing some of the forward bunkers using flamethrowers but was checked when Belgian artillery fire neutralized their supporting guns.

As the Belgians dug in, some counterattacks and artillery duels were fought to keep the approaching Germans from organising an early attack.

As the Lys battle unfolded, the 2nd Division was spared the worst as the main German breakthrough took place to its south.

By the end of 26 May the Belgian front along the Lys was crumbling, and the 2nd was ordered to retreat yet again towards an improvised defensive line covering Bruges.