March 17, 2011 -- The United Nations Security Council has approved a resolution authorizing the international community to take "all necessary measures," short of sending in ground troops, to protect civilians in Libya.

The vote comes just as leader Moammar Gadhafi's forces are planning a major offensive on the rebel stronghold of Benghazi, Libya, where opposition forces were seen cheering the vote.

The vote was 10-0 with five abstentions. The abstaining countries were Russia, China, Germany, Brazil and India.

U.S. officials say the authorization will be used by a coalition of nations, including Arab countries, France and Great Britain, to bomb military targets inside Libya.

With attacks on his forces looming, Gadhafi addressed the rebels on state television, warning them, "We will find you."

"We are coming tonight," he said to the rebel forces. "There won't be any mercy."

The resolution, a copy of which was provided to ABC News by a U.N. diplomat before the vote, also authorized the imposition of a no-fly zone over Libya as a way to protect the opposition fighters and civilians from Gadhafi's jets.

Today, Secretary of State Hillary Clinton said during a visit to neighboring Tunisia that imposing a no-fly zone would "require certain actions taken to protect the planes and the pilots, including bombing targets like the Libyan defense systems."

Read the draft resolution HERE.

Gadhafi's forces have struck at rebel forces in eastern Libya in the past week, regaining territory there and showing no regard for civilian casualties. Their quick movement prompted many to worry any help for the rebels would arrive too late.

Secretary Clinton met in Paris earlier this week with representatives of the Libyan opposition, who urged her to provide the rebels with assistance, or else the uprising might soon be squashed.

The U.S. had hesitated to support a no-fly zone for weeks. This week, however, the Obama administration threw its weight behind an effort to authorize a no-fly zone -- and more -- at the United Nations. The shift was a recognition that a no-fly zone alone would not stop the tanks and helicopters that Gadhafi has deployed.

United Nations Security Council Approves Libya Action

"The U.S. view is that we need to be prepared to contemplate steps that include, but perhaps go beyond, a no-fly zone at this point, as the situation on the ground has evolved, and as a no-fly zone has inherent limitations in terms of protection of civilians at immediate risk," Susan Rice, the U.S. ambassador to the U.N., told reporters Wednesday evening.

The resolution also strengthened an arms embargo imposed on Libya by a previous U.N. Security Council resolution earlier this year by authorizing the search of aircraft and ships, both in port and on the high seas. It would also add names to a list of Libyan officials subject to an asset freeze and travel ban.

All the attention on what the U.S. could use in a no-fly zone over Libya has always centered on the carrier USS Enterprise, but the Enterprise has now moved from the Red Sea to the Arabian Sea off the coast of Oman. It is now too far away to be a player in any manned air strikes.

But the U.S. has three destroyers and a submarine in the Mediterranean right now armed with Tomahawk missiles. They would be in position to strike 31 air defense sites that surround Tripoli. Tomahawk missiles would not put American pilots at risk.

The destroyers are the USS Stout, USS Mason and the USS Barry. There are three other surface ships in the Mediterranean right now, including the amphibious ships USS Kearsarge and USS Ponce, with 1,200 marines aboard. The command ship USS Mount Whitney is also in the area.

The Associated Press contributed to this report.