The build up of forces in Burma in 1939 was gradual, with demands on the limited resources of the Indian Army in the Middle East, Malaya and Burma. Burma was in many ways the lowest priority of the three. Before the outbreak of the Second World War, the garrison in Burma comprised only two British infantry battalions, and some locally enlisted battalions of the Burma Rifles.

When Japan declared war on the United Kingdom on 8 December 1941 by invading Malaya, there was just one divisional formation stationed in Burma. This was the 1 Burma Infantry Division, which was formed in July 1941. It comprised the following brigades:

1 Burma Infantry Brigade;
2 Burma Infantry Brigade;
13 Indian Infantry Brigade.

The division had few supporting arms or services. The divisional headquarters was located at Toungoo, with its brigades covering the Tenasserim and Shan States. When the second formation arrived, the 1 Burma Infantry Division moved back to cover Rangoon and central Burma.

A second divisional formation arrived in January 1942, this being the 17 Indian Infantry Division. This formation, also known as the famous ‘Black Cat’ Division, was formed in Ahmednager on 1 July 1941. It moved to Dhond for training in November 1941, and officially mobilised on 1 December 1941. At that time, it consisted of three brigades, the 44, 45 and 46 Indian Infantry Brigades. It was intended to send the division to Iraq for training and equipping as a fully mechanised division for desert warfare. When Japan entered the war, the 44 and 45 Brigades were dispatched to Singapore in early 1942 where they fought in lower Malaya and Singapore. Both brigades were destroyed during the fighting, with the survivors being captured with the fall of Singapore in February 1942. The divisional headquarters and 46 Brigade were sent to Burma in January 1942 and established its headquarters at Moulmein. It assumed command of the troops in southern Burma.

Following the defeat of the British forces in Burma in early 1942, the 23 Indian Infantry Division was deployed to Assam, and for a time was the only British Indian formation covering the entire border region between Burma and India. Two other formations were stationed around Calcutta and the Arakan region of Burma and India. These two formations was part of the XV Indian Corps, and were the:

14 Indian Infantry Division;
26 Indian Infantry Division.

The 14 Indian Infantry Division was formed at Quetta on 1 June 1941. It was designated for service in Burma and was slowly brought up to strength during February 1942. It moved to Comilla in March and in May 1942, it came under command of the XV Indian Corps. This was the division used for the First ARakan Campaign in 1943, until relieved by the 26 Indian Infantry Division. The 26 Indian Infantry Division was formed in the Calcutta area March 1942. It was deployed to the Arakan under command of XV Corps in February 1943. It was deployed to the Arakan in March 1943 as the campaign there became bogged down.