The British naval forces under commodore Sir Charles Knowles had failed against the Spaniards in the attack at La Guaira (2 March 1743).

This attack was intended to wear the batteries' defenders, after which a large force would be disembarked nearby under cover of darkness to overwhelm the isolated outposts and turn the artillery against San Felipe Castle, the harbour's main fortification.

On 2 May Caracas's Governor Gabriel de Zuloaga arrived overland with reinforcements for the Spanish garrison, a normal complement is three companies of regulars and 300-400 militia.

The British suffered heavily before eventually retreating out of range by 9:00 P.M. Having endured about 100 casualties during this desperate gamble, plus another 100 during previous tries, Knowles ordered his most crippled ships to make for the Borburata Keys on the morning of 7 May while continued to shell the Puerto Cabello's inner harbor with his lone bomb vessel.

The commodore Knowles eventually offered a prisoner exchange to Zuloaga, and, after being allowed to fresh water by the begrudging governor, sailed away with two divisions on 11 and 13 May to Jamaica.