The Division moved to the area west of Paris, the various elements billeted in the Chartres–Le Mans–Orléans area. Concern about increasing danger of air attack resulted in great dispersal and emphasis on camouflage.

Because of the danger from the air, barracks and cities were avoided, all units bivouacking in forests and farmsteads surrounding smaller communities. Daytime movement and activity was greatly restricted.

On 1 May Generalmajor Bayerlein was promoted to Generalleutnant. Personnel and materiel continued to arrive during May. Routes leading to probable areas of commitment were reconnoitered and determined. As of 1 June, the division was still short 487 (15%) non-commissioned officers but had an excess of enlisted men. The Division had, on that day, 229 tanks and tank-destroyers ready for action and 658 SPW (armoured half-tracks). It was rated as ready for any aggressive employment.