In order to gain and hold the Meuse, the first step was to reduce the city of Grave.
That town, upon the left or Brabant bank, was strongly fortified on its land-side, where it was surrounded by low and fertile pastures, while, upon the other, it depended upon its natural Toss, the river.

It was, according to Lord North and the Earl of Leicester, the "strongest town in all the Low Countries, though but a little one." Baron Hemart, a young Gueldrian noble, of small experience in military affairs, commanded in the city, his garrison being eight hundred soldiers, and about one thousand burgher guard.

As early as January, Farnese had ordered Count Mansfeld to lay siege to the place.

Five forts had accordingly been constructed, above and below the town, upon the left bank of the river, while a bridge of boats thrown across the stream led to a fortified camp on the opposite side.

Mansfeld, Mondragon, Bobadil, Aquila, and other distinguished veterans in Philip's service, were engaged in the enterprise.