[4][5] In February 1981, Museveni and a small band of rebels began attacking UNLA forces, initiating the Ugandan Bush War.

The new regime was weak and unstable, and Okello made overtures to anti-Obote rebel groups to form a coalition government and end the fighting.

[10] In August, the NRA launched a series of coordinated attacks that resulted in the capture of significant amounts of territory in central and western Uganda.

[11] As part of the NRA's offensive, its Mobile Brigade was ordered to attack the town of Masaka, located 128 kilometres southwest of Kampala, the Ugandan capital.

[12] Masaka had key strategic importance for several reasons; it was one of the largest towns in the country, hosted a large market for the coffee trade, supported nearby ranching communities, and was located along a road network that connected Uganda to neighbouring states in the south and to the west.

Meanwhile, Lieutenant James Oketa, the UNLA's chief intelligence officer at Masaka, drove westward out of the town in his truck to conduct reconnaissance.

[17][a] The first assault on the barracks was defeated, as the installation was well protected by fortifications including minefields, heavy machine guns, anti-aircraft cannons, and mortars.

[15] On 31 September,[b] UNLA forces led by Major John Tebandeke and coordinated by Oketa attacked Salim Saleh's headquarters in Masaka.

We beat them, thoseThat remained fled, when will they come back Upon being informed of the situation at Masaka, the UNLA high command resolved to lift the siege.

At some point in early December, it ordered the 11th Battalion, artillery units, allied FUNA militants, and helicopters to reopen the Kampala–Masaka Road.

[15] In contrast to the desperate situation of the UNLA garrison, some NRA fighters regarded the siege as "enjoyable" because they had access to facilities in Masaka town that they had lacked during their insurgency in the bush.

[30] NRA commanders housed the UNLA prisoners taken at Masaka in the senior secondary school "for their own security" as, according to Muhoozi Kainerugaba, the local population "would have only been too glad to lynch every one of them.

[29][20] The NRA's capture of Masaka and eventual success at Mbarara also solidified their control of the centre and south-western sections of the country and left Kampala vulnerable to attack.