The Battle of Abbeville took place from 27 May to 4 June 1940, near Abbeville during the Battle of France in the Second World War. On 20 May, the 2nd Panzer Division advanced 56 mi (90 km) to Abbeville on the English Channel, overran the 25th Infantry Brigade of the 50th (Northumbrian) Infantry Division and captured the town at 8:30 p.m. Only a few British survivors managed to retreat to the south bank of the Somme and at 2:00 a.m. on 21 May, the III Battalion, Rifle Regiment 2 reached the coast, west of Noyelles-sur-Mer.

The 1st Armoured Division (Major-General Roger Evans) arrived in France from 15 May without artillery, short of an armoured regiment and the infantry of the 1st Support Group, which had been diverted to Calais. From 27 May to 4 June, attacks by the Franco-British force south of the Abbeville bridgehead, held by the 2nd Panzer Division, then the 57th Infantry Division, recaptured about half of the area; the Allied forces lost many of their tanks and the Germans much of their infantry, some units running back over the River Somme. On 5 June, the divisions of the German 4th Army attacked out of the bridgeheads south of the Somme and pushed back the Franco-British divisions opposite, which had been much depleted by their counter-attacks, to the Bresle with many casualties.

In 1953, the British official historian, Lionel Ellis, wrote that the Allies lacked battlefield co-ordination, which contributed to the Allied failure to defeat the Germans and magnified the cost of lack of preparation and underestimation of the German defences south of the Somme. In 2001, Caddick-Adams also wrote of the chronic lack of battlefield communication within and between the British and French divisions, which was caused by a shortage of radios and led to elementary and costly tactical errors. The lack of communication continued after reinforcement by the 51st (Highland) Infantry Division (Major-General Victor Fortune) and French armoured and infantry divisions. The Germans had committed substantial forces to the bridgeheads, despite the operations in the north, that culminated in the Dunkirk evacuation (26 May – 3 June). The Somme crossings at Abbeville and elsewhere were still available on 5 June, for Fall Rot (Case Red), the final German offensive, which brought about the defeat of France.

After the Phoney War, the Battle of France began on 10 May 1940 when the German armies in the west commenced Fall Gelb. The German Army Group B invaded the Netherlands and advanced westwards. General Maurice Gamelin, the Supreme Allied Commander, initiated the Dyle Plan (Plan D) and invaded Belgium to close up to the Dyle river with the French First and Seventh armies and the British Expeditionary Force (BEF). The plan relied on the Maginot Line fortifications along the German–French border to economise on troops and enable a mobile battle to be fought in Belgium. The Breda variant of Plan D required the Seventh Army to advance swiftly into the south-western Netherlands, to link with the Dutch army but the Germans advanced through most of the Netherlands before the French forces arrived. The attack into the Low Countries by Army Group B was a decoy, intended to attract the bulk of the most powerful French and British forces, while Army Group A advanced through the Ardennes, further to the south, against second-rate French reserve divisions. The Germans crossed the Meuse at Sedan on 14 May, far too quickly for the Allies to react, then attacked down the Somme valley.

On 19 May, the 7th Panzer Division (Major-General Erwin Rommel) attacked Arras but was repulsed and during the evening the SS Division Totenkopf (Gruppenführer Theodor Eicke) arrived on the left flank of the 7th Panzer Division. The 8th Panzer Division, further on the left, reached Hesdin and Montreuil, the 6th Panzer Division captured Doullens after a day-long battle with the 36th Infantry Brigade of the 12th (Eastern) Infantry Division; advanced units pressed on to Le Boisle. On 20 May, the 2nd Panzer Division covered 56 mi (90 km) straight to Abbeville on the English Channel. Luftwaffe attacks on Abbeville increased, the Somme bridges were bombed and at 4:30 p.m. a party from the 2/6th Queens of the 25th Infantry Brigade of the 50th (Northumbrian) Infantry Division, ran into a German patrol and managed to report that the Germans had got between the 2/6th and 2/7th Queens. The British infantry were short of equipment and ammunition and were soon ordered to retreat over the river; the 1/5th and 2/7th Queens found the bridges had been destroyed in the bombing. The Germans captured the town at 8:30 p.m. and only a few British survivors managed to retreat to the south bank of the Somme. At 2:00 a.m. on 21 May, the III Battalion, Rifle Regiment 2 reached the coast west of Noyelles-sur-Mer.

The 1st Panzer Division captured Amiens and established a bridgehead on the south bank, over-running the 7th Battalion, Royal Sussex Regiment of the 37th (Royal Sussex) Infantry Brigade. Of the 701 men in the battalion, only 70 survived to be captured but the operation deterred the Germans from probing further. The 12th (Eastern) Infantry Division and 23rd (Northumbrian) Division had been destroyed, the area between the Scarpe and the Somme had been captured, the British lines-of-communication had been cut and the Channel Ports were vulnerable to capture. The Army Group A war diarist wrote,

Now that we have reached the coast at Abbeville, the first stage of the offensive has been achieved.... The possibility of an encirclement of the Allied armies' northern group is beginning to take shape.

— Kriegstagebuch