Offensives on Both Flanks--the South Flank

The Battle Resumes West of Kiev

Manstein had gone forward on 24 December to celebrate Christmas Eve with one of the reserve divisions. During the day he learned that First Ukrainian Front was attacking west on both sides of the Zhitomir-Kiev road.1 (Map 19) Whether a full-scale offensive was in the making could not be determined for certain. That the Soviet units could have recovered so soon from the beatings many of them had taken during the German counterattack appeared doubtful. Moreover, the weather had turned warm and rainy which, although the roads were still firm on the 24th, did not augur well for armored operations. But the Fourth Panzer Army evening report, which Manstein received after returning to his headquarters in Vinnitsa late that night, convinced him that a big offensive was imminent.

Vatutin Attacks

The next day brought confirmation. First Guards and First Tank Armies with fourteen rifle divisions and four tank and mechanized corps in the front, veered southwestward below the Zhitomir-Kiev road toward Berdichev and Kazatin. During the day Vatutin extended his offensive north into the XIII Corps zone east of Zhitomir, and on the Fourth Panzer Army left flank LIX Corps east of Korosten expected an attack at any hour. In the afternoon Manstein ordered Fourth Panzer Army to prevent an irruption to Berdichev and Kazatin by taking XXXXVIII Panzer Corps out between LIX and XIII Corps and bringing it down for an attack into the Soviet flank.2

Manstein was fully aware of the terms on which the winter battles would have to be fought. The long-standing strategic threat to the Army Group South left flank was stronger than ever. It could take the form of a deep envelopment carried west to the Carpathians or a shorter southward thrust between the Dnepr and the Dnestr. In his order to Fourth Panzer Army Manstein chose to concentrate on defending against the southward thrust as the most immediately dangerous and the one on which Vatutin appeared to be concentrating.

Additionally, since the front had moved back to the Dnepr a new menace had come to the fore. It was the threat to the army group's lifelines, the railroads. They were


Map 19
The Battle West of Kiev
24 December 1943-31 January 1944

two: on the north the line Lublin-Kovel'-Shepetovka-Berdichev-Kazatin and about fifty miles farther south the roughly parallel line L'vov-Ternopol-Proskurov-Zhmerinka. If they were cut, all of the Army Groups South and A supplies would have to be rerouted over the Rumanian railroads, which were in dismal condition and were certain to become worse as the front drew closer to the Rumanian border.

Turning to the OKH, Manstein, on 25 December, reported that Fourth Panzer Army was not equal to the approaching test. The army would have to be given


five or six divisions. If Army Group South was to supply them it would need authority to shorten its right flank. Otherwise the OKH would have to provide the divisions. He requested a speedy decision.3 On 26 December the OKH instructed Army Group A to transfer one division to Army Group South, and Hitler authorized Manstein to take the easternmost projection of the First Panzer Army line back fifteen miles behind Zaporozhye to gain another division, but the OKH indicated that a fundamental decision of the sort Manstein had requested was not being made.

Meanwhile, Vatutin had expanded the offensive. Fortieth Army began pushing south below Fastov, and Third Guards Tank, First Guards, Thirteenth, and Sixtieth Armies advanced west and northwest toward Zhitomir and Korosten. On 26 December Manstein thought XXXXVIII Panzer Corps might still be able to attack into the flank of the thrust toward Berdichev and Kazatin, but the Commanding General, Fourth Panzer Army, General der Panzertruppen Erhard Raus, maintained that the assembly would take too long. The best the army could do, he argued, was to hem in the Russian spearheads, slow them down, and try to stop them forward of the two cities.4

Hitler Fends Off a Decision

On 27 December Manstein turned to Hitler and the OKH again. Half measures to gain a division or two, he said, would do no good. He would have to shift his main effort from the right to the left flank, and to do that First Panzer Army had to be taken back to the Kamenka River line in order to release at least five divisions.5 At the situation conference that night Hitler refused. Manstein, he asserted, could propose anything he liked; he did not bear the final responsibility. If First Panzer Army withdrew and so touched off trouble on the Crimea that gave the Russians and the Western Powers the argument they needed to bring Turkey into the war against Germany, Manstein would not take the blame. He would merely say it was a political problem.6

Early on 28 December thirty Soviet tanks with infantry aboard burst into Kazatin where they destroyed some hundreds of German trucks. By late afternoon the Germans had retaken about half of the city but had no real prospect of maintaining their grip on it more than a few hours. Manstein reported to Hitler that the Russians had so far thrown a total of forty-seven rifle divisions and nine tank and mechanized corps against Fourth Panzer Army. Against that array the army would not be able to defend the railroads behind its front. As in his earlier dispatches, Manstein suggested that if he were allowed to shift the main effort to the left flank he could mount a strong counteroffensive.7 The day before, he had hinted that he might manage to repeat something like the March 1943 victory at Kharkov, which, he pointed out, had been possible because Rostov and the eastern half of the Donets Basin were given up in time. He again wanted to execute the


"Rochade" (castling) that had been so successful there.

At the Fuehrer headquarters the Manstein telegram unleashed a storm. In a rage, Hitler declared that Manstein was only trying to make himself look good by his "pompous" talk of counteroperations. He should give what he was doing its real name, "running away." Manstein, Hitler went on, was losing his nerve, probably because his headquarters was too close to the front. He should get out of Vinnitsa. Then Hitler broke off his tirade to discuss possible new locations for Manstein's headquarters and to demand that the headquarters at Vinnitsa, the former Fuehrer headquarters for the southern flank of the Eastern Front, be completely destroyed so that the Russians would find nothing "to haul away and put on display in Moscow." After that Hitler shifted to the subject of retreats in general, shouting, "Everything back! Sometimes that becomes an outright mania." He could make himself sick with aggravation over "those retreats," he continued. He was sorry he ever gave permission for the first one; it could not have been worse if the armies had stayed where they were. The conference ended with nothing more than a decision to move Manstein's headquarters to Ternopol.8

Behind the cloud of accusations and protests he had thrown up, Hitler had, nevertheless, grudgingly come to realize that thoroughgoing measures were necessary if the south flank of the Eastern Front was to be saved. On 27 December he had talked briefly of taking back Army Group North to the PANTHER position to gain a dozen divisions for the south. At the noon conference on the 29th he told Zietzler that after thinking it over during the night he had concluded that the southern flank had to be strengthened. In the north, as he saw it, the worst that could happen was that a greater burden would be thrown on the Finns, whereas in the south, Germany would lose the Crimea, Krivoi Rog, and Nikopol, which would be bad economically and could have dangerous political repercussions in Turkey and the Balkans. He indicated that he had decided to let Army Group North withdraw to the PANTHER position.9

The next day, however, when Kuechler came to Fuehrer headquarters, Hitler changed his mind. Kuechler described the Eighteenth Army front around Oranienbaum, below Leningrad, and along the Volkhov as strongly fortified, and stated that the army commander thought the army stood a good chance of beating off the offensive expected during the winter.10 That was enough to arouse all of Hitler's old antipathy toward giving ground voluntarily. Later he apparently also had second thoughts regarding the Finns and the effect a withdrawal might have in the Baltic area.

First Panzer Army Redeployed

While Hitler procrastinated, the Fourth Panzer Army front was breaking apart. By 30 December LIX Corps on the army's north flank was in full retreat west of Korosten.


Between its right flank and the XIII Corps left north of Zhitomir, a 35-mile gap had opened. From Zhitomir to southwest of Kazatin the army main force, XIII Corps, XXXXVIII Panzer Corps, and XXXXII Corps, tried to keep a solid front against the main weight of the offensive. A 45-mile gap separated the XXXXII Corps right flank southwest of Kazatin and the left flank of VII Corps south of Belaya Tserkov'. On the army's right the VII Corps and XXIV Panzer Corps held a still stationary front running east to the Dnepr and tying in with Eighth Army at Kanev. The commanding general, Raus, told Manstein that the army could do nothing about the gaps and intended to concentrate on keeping the three "blocks" from disintegrating.11

Manstein had decided the day before to stretch his authority to the utmost and assume that the logic of events would force Hitler to approve. He ordered the Headquarters, First Panzer Army, to move to Uman on 1 January and take command of Fourth Panzer Army's two right corps, VII Corps and XXXXII Corps (XXIV Panzer Corps and XXXXII Corps traded sectors on 1 January 1944). To give First Panzer Army a striking force he took the Headquarters, III Panzer Corps, and two panzer divisions from Eighth Army and added a panzer-grenadier division and a Jaeger (light infantry) division being transferred from Army Group A. III Panzer Corps was to assemble its four divisions east of Vinnitsa. To provide a similar force for Fourth Panzer Army, he gave it the Headquarters, XXXXVI Panzer Corps, and a panzer division coming from Army Group Center, an infantry division being transferred from Army Group North, and a mountain division coming from Army Group A. Whether those two corps would be sufficient to stop the Russians and close the gaps was still extremely doubtful.

On 31 December Hitler concurred but refused to approve the necessary next step, the withdrawal of the Army Group South right flank in the Dnepr Bend to the Kamenka position. All the signs indicated that the Russians were preparing an offensive in the Dnepr Bend. Once it started, it would be too late to take out divisions for the left flank.12

The Battle Expands

Until the end of December, Army Group South was fortunate in one respect, that Vatutin concentrated his forces against Fourth Panzer Army's three groups without attempting to exploit the gaps in the army front. After the turn of the year the battle began to develop much more dangerously. While maintaining strong frontal pressure that forced Fourth Panzer Army westward, the Russians began working their way around the flanks and threatened to encircle the army main force, the XIII, XXXXVIII Panzer, and XXIV Panzer Corps.

On the north LIX Corps, what was left of it, had by 3 January been pushed back to Gorodnitsa on the pre-1939 Polish border. East of Shepetovka the railroad to Berdichev was virtually undefended except for scattered XXXXVI Panzer Corps components trying to assemble there. From northwest of Berdichev to northeast of Vinnitsa the three corps of Fourth Panzer


Army's main force held a continuous but extremely fragile line. On 4 January XIII Corps, holding at and northwest of Berdichev, reported that it was falling apart. The troops were exhausted; the divisions had front-line strengths of 150 to 300 men; and the whole corps had the infantry strength of one regiment.13 The gap between the Fourth Panzer Army flank and what on 1 January became the First Panzer Army left had widened to nearly seventy miles. VII Corps on the east side of the gap had been pushed south and east of Belaya Tserkov' to where its front and that of XXXXII Corps on the Dnepr stood back to back and formed a pocket open on the south. III Panzer Corps was moving up from the south to plug the gap but a Soviet attack, which began on 3 January at Kirovograd in the Eighth Army zone, delayed the transfer of the two panzer divisions intended for III Panzer Corps.14

On 4 January Manstein went to Fuehrer headquarters and tried again to talk Hitler into giving up the Dnepr Bend. By then Manstein believed that the Kamenka River would be only the first phase line in a retreat that would probably have to go all the way to the lower Bug River before the balance of the front could be restored, but he knew any discussion of a larger withdrawal would be completely futile. Hitler, for his part, refused even to consider letting Army Group South go to the Kamenka, and added that he could not supply reinforcements from outside the army group zone. Divisions could not be given from the West, he insisted, before the expected British-American invasion had been beaten off; until then the Eastern Front would have to fight for time.15

During the coming months the invasion in the West was to be Hitler's standard excuse for avoiding decisions in the East. Characteristically, he ignored current crises and closed his mind to reality while he looked to the future for the opportunity that he imagined would restore his fortunes with one bold stroke. For the Eastern Front commands this meant a close approach to the ultimate in frustration by adding to the normal rigidity of Hitler's tactical concepts the drag of a massive indifference.

When Manstein went to Fuehrer headquarters he still thought he would be able to patch the gaps on both sides of the Fourth Panzer Army main force with the two panzer corps then forming, but the events of the succeeding days compelled him to change his plans. After 4 January LIX Corps on the north flank had to sideslip southwest to avoid being pushed into the Pripyat Marshes and to do what it could to cover Shepetovka and Rovno. That opened the breach between Army Groups Center and South to a width of 110 miles. Neither army group had the slightest prospect of doing anything to restore contact, and the gap came to be referred to as the Wehrmachtsloch (armed forces hole) which gave it virtually the status of a permanent feature of the Eastern Front. Manstein proposed moving in a whole new army, but neither he nor anyone else knew where such an army might come from. In the second week of the month the gap opened even wider when Belorussian Front pushed Second Army to the line of the Ipa


River. Nevertheless, the army groups could count themselves fortunate in two respects: the abnormally warm weather had kept the marshes from freezing, and the three armies operating against LIX Corps had resumed the offensive without being rested and resupplied after the fall battles, so that by mid-January they had lost much of their momentum.16

To narrow the open expanse off the right flank of the LIX Corps, Manstein on 3 January had ordered XXXXVIII Panzer Corps to shift west of Berdichev. Berdichev was lost before the end of the first week in January, but by extending its flank out to the Sluch River XXXXVIII Panzer Corps kept the Russians from getting behind the army.17 Between the inner flanks of the Fourth and First Panzer Armies, III Panzer Corps, still assembling, maneuvered elements of two divisions and attempted to establish a screening line. On 6 January Vatutin showed for the first time that he was fully aware of the opportunity there. The pressure against the Fourth Panzer Army main force declined sharply, and the First Tank and Fortieth Armies turned south into the gap.

Manstein Concentrates on the Southward Thrust

On that day Manstein, in a directive to Fourth and First Panzer Armies, predicted that Vatutin would either try to encircle the Fourth Panzer Army main force or attempt to strike deep toward Shepetovka and Rovno in the north and toward Zhmerinka in the south. The latter appeared to him the more likely. Having already told the armies that it would not be possible to deal with both thrusts at the same time, he instructed them to concentrate on stopping the southward advance of First Tank and Fortieth Armies. In the first phase of the counterattack First Panzer Army would deploy III Panzer Corps against Fortieth Army operating on the east side of the gap. To gain additional divisions the army would collapse the pocket formed by the VII and XXXXII Corps fronts and take them south to the Ross River. In the second phase, beginning on approximately X plus eight days, III Panzer Corps would turn west into the left flank of First Tank Army while XXXXVI Panzer Corps, which Fourth Panzer Army would have shifted south by then, attacked the right.18

The directive went out to the armies subject to Hitler's concurrence. On the afternoon of 7 January Hitler approved it in general but strictly prohibited the proposed withdrawal of the VII and XXXXII Corps to the Ross River, thus greatly diminishing the chances of the counterattack's achieving a complete success as well as perpetuating a danger which before the end of the month was to produce the Cherkassy pocket. First Panzer Army had warned two days earlier that to leave the two corps standing in a vulnerable open loop was to court disaster.19

In the second week of January the two Soviet armies continued probing southward. By the 10th First Tank Army had opened a hole between the flanks of XXXXVI Panzer Corps and III Panzer Corps and had turned a guards tank and a guards


mechanized corps due west toward Zhmerinka. It took the German armor two days' heavy fighting to eliminate the threat to Zhmerinka for the time being. On the east Fortieth Army opened a wider breach between the flanks of III Panzer Corps and VII Corps, and by the 10th its spearheads had pushed nearly to the outskirts of Uman. The two German corps struggled to prevent the Russians from breaking loose completely before the units for the counterattack, some of which were still in transit from the West, could be assembled. Manstein held to his original plan of dealing first with Fortieth Army and then turning against First Tank Army.

Between 10 and 15 January III Panzer Corps shifted the 17th Panzer Division from its left flank to the right flank north of Uman, leaving only the division's reconnaissance battalion to hold on the left. Behind the 17th Panzer Division the corps echeloned the main force of its other division, the 16th Panzer Division. (Two of the divisions intended for the corps were tied down in other sectors.) Minor elements of the 16th Panzer Division were left in the corps front facing north. In effect, what the corps had to accomplish was to close the front by starting from a weak handhold in the center of the gap and drawing the dangling ends of the front inward toward it. By the time the two panzer divisions were in position VII Corps had helped by extending its flank south to within twenty-five miles of their line of departure.

On 15 January the III Panzer Corps' tanks jumped off to the east, making good if not spectacular progress. That same day First Panzer Army took command of XXXXVI Panzer Corps and began shifting some of its strength east for the second phase of the counterattack. On the 17th III Panzer Corps came within a mile or two of making contact with the VII Corps flank and began turning north for an attack into the First Tank Army flank.

Unseasonably high temperatures, in the daytime well above freezing, had persisted since the latter half of December. Rain and snow turned the roads into mud and when the temperature sank the roads became icy. On the 18th First Panzer Army complained that poor visibility and difficulties in reconnaissance had made it lose track of the Russians' movements just as the army was getting ready to deal First Tank Army a decisive blow.

During the next six days III Panzer Corps jockeyed itself into position while the army brought up the Adolf Hitler Division and the 18th Artillery Division to restore the striking power XXXXVI Panzer Corps had lost in extending its line. Early on 24 January XXXXVI Panzer Corps, the Adolf Hitler Division in the lead, attacked out of the corps front west of Vinnitsa. The breakthrough was speedily accomplished, but before noon the operation was wavering on the edge of disaster. At a small stream an engineer sergeant had pulled out a bridging platoon when it came under fire. It was nearly nightfall before the platoon, which had subsequently gotten itself thoroughly lost, returned and laid bridges to get the tanks across. The next day III Panzer Corps attacked from the east and met strong resistance almost at once. Clearly the moment for catching First Tank Army by surprise and throwing it off balance was lost.

XI and XXXXVI Corps Encircled

On 26 January the Stavka played its trump. A mechanized corps and a guards


tank corps penetrated the First Panzer Army right flank at the VII Corps-XXXXII Corps boundary. Fourth Guards Army had plunged into the Eighth Army front southwest of Cherkassy the day before, and a classic double envelopment was in the making. First Panzer Army was helpless. To stop the counterattack on the left flank while First Tank Army stayed intact would have restored the initiative there to the Russians and so would not have freed any units for transfer to the right.

While the XXXXVI and the III Panzer Panzer Corps ground their way into the flanks of First Tank Army, the Soviet armor on the First Panzer Army right flank took advantage of its free rein, pushed south at top speed, and on 28 January closed the ring around XXXXVI Corps and XI Corps. Almost simultaneously the points of the XXXXVI and the III Panzer Corps made contact, trapping several Soviet divisions to the south. The army ordered the 17th Panzer Division to begin pulling out and the two panzer corps to finish mopping up behind their new front, fast. By 31 January all of III Panzer Corps was out and heading east.

The operation against First Tank Army was a moderate success: it netted an estimated 701 tanks and assault guns destroyed and 8,000 Russians killed and 5,436 captured. The responsibility for the catastrophe on its right flank, First Panzer Army justifiably believed, lay elsewhere. It had twice been forbidden to take the flank back. In the army war diary Hube remarked, "One can only obey, even in the deepest anxiety."20

The Cherkassy Pocket
(Korsun' Shevchenkovskiy)21

At the turn of the year Eighth Army held a 100-mile sector from Kanev to twenty miles due east of Kirovograd. South of Kanev the army still held twenty miles of the original Dnepr front. From the river the front angled away to the southwest, its configuration determined by successive Soviet thrusts and by Hitler's insistence on defending every yard of ground that could possibly be held. In effect it was nothing more than the line where Hitler's will temporarily counterbalanced the Russians' pressure against the army.


On 5 January, three days after Eighth Army had cleaned up a breakthrough fifteen miles north of Kirovograd, Second Ukrainian Front threw a powerful blow directly at the Eighth Army-Sixth Army boundary. Expanding the attack northward rapidly, the Russians penetrated nearly to Kirovograd in a matter of hours and the next day swept north and south around the city, encircling XXXXVII Panzer Corps, which was attempting to make a stand beyond the eastern suburbs. The speed and strength of the attack indicated that Konev and Vatutin--actually, Zhukov, since he was co-ordinating the two fronts' offensives--might be trying for an encirclement of the First Panzer and Eighth Armies east of the Bug. Acting quickly,


Manstein gave Eighth Army two panzer divisions and the left flank corps of Sixth Army. On 8 January XXXXVII Panzer Corps had to pull out to the west, giving up Kirovograd. Once that was accomplished, the army recovered its equilibrium and in a few days threw a screening line in a semicircle behind the city.22

If Zhukov and Konev had originally meant to go farther, they were probably dissuaded by the fast German reaction and by the weather, which was the worst imaginable. Rain and wet snow turned the ground into thin, watery mud. Temperatures hovering around the freezing mark coated guns and tanks with ice, which had to be knocked off before they could go into action. Clothes, soaked in the daytime, froze stiff at night.23

On 10 January the Commanding General, Eighth Army, Woehler, told the army group chief of staff that the bulge on the inner flanks of the First Panzer and Eighth Armies was becoming a source of deepest concern to the army. His combat strength, he said, was very low, and he cited one infantry regiment which was reduced to two officers and fifty enlisted men.24 That same day First Panzer Army, which held the most exposed part of the bulge, urged that the line be taken back. The army group concurred, but Hitler, as Manstein had predicted four days earlier, would not hear of it.25

Although Zhukov and Konev kept several armies concentrated near Kirovograd, they did not try to get the offensive there rolling again; even under the best conditions the Soviet commanders generally shied away from too extensive enveloping maneuvers. When the weather continued warm and rainy and First Panzer Army began to brake the southward advance past Vinnitsa, Zhukov waited at first and then shifted to other objectives, more modest but also more certain of attainment. An obvious one was to cut off the bulge in the German line, not at its base but farther east where the distances were shorter and the tactical problems fewer. By mid-January something of the sort had, in fact, become necessary in order to shorten the front. First Ukrainian Front had extended from a little more than 100 miles to over 250 miles and could not keep on advancing west much longer without closing up from the east. Moreover, even though it is difficult to discover any basis for such fears, the Stavka apparently had become worried about the flanks of the First and Second Ukrainian Fronts.26 Tactically the Russians had not had such an opportunity for a set piece double envelopment since Stalingrad. First Panzer Army and Eighth Army had their main forces committed and tied down on their outer flanks, and their inner flanks, projecting eastward, were depleted and exposed.

The Envelopment

On 24 January a Second Ukrainian Front reconnaissance in force against Eighth Army about midway between Cherkassy and Kirovograd hit a 12-mile stretch on which the army had no more than one


infantryman for every fifteen yards of front. By the end of the day the probing attacks had penetrated deep in a number of places. The next morning Fourth Guards Army opened a full-scale attack and by the end of the day had poured twelve rifle divisions into the breakthrough. Eighth Army again asked to eliminate the bulge, but the army group could not get an answer from Hitler.

On 26 January two armored corps of Sixth Tank Army ripped through the First Panzer Army front between the flanks of VII Corps and XXXXII Corps. With a show of daring they had until then not often displayed, Soviet armored commands headed south at full tilt. While the two German armies pleaded vainly for a decision from higher headquarters, the Soviet thrusts gained speed on the 27th. On the afternoon of the 28th air reconnaissance showed that the spearheads had met at Shpola. The XI Corps and XXXXII Corps--56,000 troops, including several thousand Russian auxiliaries--were encircled. When Hitler refused even then to let the corps move, Manstein took the first steps toward restoring contact. Transferring XXXXII Corps to Eighth Army, he promised the army the 24th Panzer Division from Sixth Army and ordered First Panzer Army to close out its counteroffensive against First Tank Army and start shifting units east.

As Zhukov no doubt knew before he started, the German reaction could not be swift. Even if the First Panzer and Eighth Armies could release forces from their outer flanks, the regrouping would be delayed by the roads and weather. The Russians had another advantage: their tracked vehicles--tanks and assault guns--had broader treads than those of the Germans and therefore performed better on soft ground and in mud.

On the other hand, and fortunately for the Germans, the latter advantage was a relative one. The quick advance to Shpola from the east and north had obviously placed a great strain on Soviet equipment, and Zhukov was not able to maintain the pace in establishing the outer screening line around the encirclement. He could not, as he had at Stalingrad, take advantage of the initial shock to throw the main front back so far as to make a relief exceedingly difficult or impossible.

The Relief

On 1 February Manstein ordered the relief. He told First Panzer Army to shift III Panzer Corps to its extreme right flank and Eighth Army to put XXXXVII Panzer Corps on its extreme left. (Map 20) On the 3d, the 4th at the latest, the two corps were to strike toward the pocket, converging on its eastern rim. The objective, ostensibly, was only to regain contact with the encircled corps; Hitler was as far as ever from consenting to a withdrawal. The armies thought at first that they would be able to start on 3 February, but they had to ask for a 24-hour postponement on the 2d, when warm weather and heavy fog set in.

On the 3d the Chief of Staff, Army Group South, advised Manstein that after the operation began the troops of the XXXXII and XI Corps would have to stand "with their packs on their backs" ready to break out at the first opportunity. To think of leaving the corps where they were and merely restoring contact, he declared, was "Utopian." That information was passed on to the Chief of Staff, Eighth Army, who agreed heartily. But later in the day, talking to Woehler, Manstein indicated that he



still proposed to reach the pocket and turn the tables on Zhukov by trapping a good part of his forces between the two relief columns and the southwest front of the pocket. He also relayed without comment an intention of "the highest leadership" (Hitler) to carry the thrust north toward Kiev.27

The attack began on 4 February in bright sunshine and a temperature well above freezing. At the last minute Hitler released to III Panzer Corps a panzer division which he had detained at Vinnitsa; how much time the division would waste moving through the mud was a question. In spite of a somewhat ragged start the attack in the First Panzer Army zone gained several miles before the end of the day. The army reported that ordinarily it would be certain of success, but the warm weather and mud were multiplying the difficulties.

During the night fog closed in again, and the next day neither side could move. In the meantime the tanks had burned up phenomenal quantities of fuel churning through the mud, and rations and ammunition were running low at the front. Since trucks were useless, the army directed III Panzer Corps and VII Corps to mobilize the civilians in their areas as porters and to requisition all the horses and sledges that could be found.

The Eighth Army effort was, if anything,


Map 20
Breakout From the Pocket Near Cherkassy
16 February 1944


less promising. At the last minute Hitler ordered 24th Panzer Division returned to Sixth Army. He had transferred Sixth Army to Army Group A on 1 February, partly to reduce Manstein's span of control but mostly to prevent his taking troops away from the south flank. The 24th Panzer Division had plowed its way through the mud to Eighth Army, when it received orders to turn around and head south again. The division was thus of no use to either Sixth Army or Eighth Army. Realizing this and not wanting to deny Army Group South the division which might make all the difference in getting through to the pocket, Kleist offered to take an infantry division instead; but Hitler refused to change his order.28

Inside the pocket XI and XXXXII Corps had a combined strength of six divisions, two of them very weak. The strongest was the SS Wiking Division, which had two armored infantry regiments, a tank regiment, and the Belgian Volunteer Brigade Wallonien. The safety of the Belgian Rexist leader, Léon Degrelle, serving in the latter, was a source of some concern to Hitler. The first orders to the two corps instructed them to hold where they were, but that was clearly impossible since both were already vastly overextended and now would have also to form a front on the south.

On 29 January Eighth Army authorized the first withdrawals on the north and east, and thereafter the corps fell back gradually to a perimeter centering at and west of Korsun'. The movements benefited somewhat from planning and some preparations made for the withdrawal to the Ross River proposed in the first week of January. The corps were favored in that they had collected all the food stocks in the hands of the German agricultural administrators and transported them south of the Ross River to the vicinity of Korsun'. Consequently, the troops could be kept on better than normal rations, and the air supply could be limited exclusively to ammunition and motor fuel.29

Air supply began on 29 January. Fog and snow kept the planes grounded much of the time, and rising temperatures in the first week of February softened the landing strips. In the first five days forty-four planes were lost in accidents or shot down by Soviet fighters and antiaircraft fire. On 5 February mud barred use of the two airstrips in the pocket, but by the 9th a new strip had been laid out on drier ground. During the next five days the planes were able to bring in between 100 and 185 tons of ammunition daily, about enough to meet day-to-day requirements.

By 6 February Manstein and both of the army commanders were convinced that neither of the relief forces would be able to punch through all the way to the pocket. XXXXVII Panzer Corps, itself under heavy attack on its flanks, was getting nowhere at all. III Panzer Corps, with a shorter distance (about twenty miles) to go, was pushing ahead slowly but was having trouble bringing up gasoline and ammunition. The tank crews were carrying gasoline to the front in buckets, and many of the infantrymen were slogging through the knee-deep mud barefooted, finding this less exhausting than having to stop and retrieve their boots every few steps. At the same


time, air supply to the pocket had again stopped completely, which meant that the pocket might run out of ammunition in three to four days. On 5 February Eighth Army sent an officer courier to alert the two corps to the possibility that they might have to come part way to meet the relief forces. When the army, on the same day, proposed awarding both commanding generals the Knight's Cross of the Iron Cross "to boost morale," Manstein replied that it would be better to wait until an actual order for the breakout had been given "to avoid comparisons with January 1943."

As always, Hitler's approval was slow in coming. He delayed authorizing a preparatory order for the breakout until late on the night of 6 February; the execution was still to depend on further developments. Actually, once the preparations began, complete execution could not be delayed more than a few days, since to mount an attack to the southwest the perimeter of the pocket would have to be drawn in so tightly that every part of the pocket would be exposed to enemy fire. Eighth Army transmitted the order as soon as it came in and directed General der Artillerie Wilhelm Stemmermann, the senior corps commander, to head both corps in the pocket.30

During the next four days, while Stemmermann positioned his units, III Panzer Corps inched forward through snow, mud, and fog in local attacks and attempted to bring up enough tanks for a final push on the 11th. On the night of 8 February planes dropped 100 tons of ammunition into the pocket, and on the 10th they began to land again, taking in another hundred tons of ammunition, several thousand gallons of gas, and evacuating 400 wounded. On the 10th rain softened the ground even more than before; but Manstein and Woehler decided the attempt would have to be made the next day because XI Corps, which had started with only one good division out of three, appeared on the verge of collapse. First Panzer Army ordered III Panzer Corps to begin its final drive on the 11th "no matter what," and without the tanks, if necessary.31

Spurred by a mood of near desperation, III Panzer Corps attacked early on the 11th and pushed its advance elements, hindered more by the mud than by the Russians, into the southern quarter of Lisyanka, nearly to the narrow but fairly deep Gniloy Tikich River. The army headquarters ordered the corps to cross the river and keep going north, taking advantage of the slight momentum it had. But before the end of the day the corps reported that this was impossible. It would have to stop for supplies; because of the weather the tanks were burning gasoline at three times the normal rate.32

The attack out of the pocket, started shortly before midnight on the 11th, surprised the Russians and carried a mile or so to the villages of Khil'ki and Komarovka, off the southwestern rim.33 But the next day Stemmermann's troops had all they could do to hold the Khil'ki-Komarovka


line against furious counterattacks. Despite a "now or never" warning from army headquarters, III Panzer Corps remained stalled south of the Gniloy Tikich throughout the day as rain and rising temperature slowed the efforts to bring up ammunition and refuel the tanks.

On 13 February part of III Panzer Corps crossed the Gniloy Tikich and pushed to the northern outskirts of Lisyanka. Between Khil'ki and Komarovka the Germans and Russians were locked in an all-day battle in which neither side made any worthwhile gains. Yard by yard, III Panzer Corps gained ground the next day but was stopped before nightfall by counterattacks, heavy snow, and mud. The 1st Panzer Division and Heavy Panzer Regiment Baeke were all that the corps could support north of the river. The heavy panzer regiment's Tiger tanks had run up a phenomenal score of 400 Russian tanks destroyed in three weeks, but was itself down to its last half dozen tanks.34 That night, after deciding that the day's events had shown that III Panzer Corps would not get through to the pocket in time, Woehler authorized Stemmerman to take his northeastern front behind the Ross River and instructed him to mass all the troops he could for a thrust out of the line Khil'ki-Komarovka to Dzhurzhentsy, halfway between the pocket and Lisyanka.35

The 1st Panzer Division, with the heavy tank regiment in the lead, gained a little on 15 February but failed to reach either Dzhurzhentsy or Hill 239.0, which commanded a ridge line south of the town and was the highest elevation on the approach to the pocket. First Panzer Army reported that III Panzer Corps definitely did not have enough strength to get through to the pocket. Manstein had already reached the same conclusion. Until then he had thought a relief could be effected by the orthodox method of extending the two fronts toward each other until they met, but that had clearly become impossible. He told Woehler that Stemmermann would have to be given a directive to mass his forces for an all-or-nothing attempt.

Woehler's order to Stemmermann stated that he would have to reach Dzhurzhentsy or Hill 239.0 on his own power. It instructed him to assemble all the artillery he could to open a breach and to place Generalleutnant Theobald Lieb, Commanding General, XXXXII Corps, in command of the assault force. Stemmermann replied that he would attack as ordered at 2300 on 16 February.


The 16th was a day to test everyone's nerves. During the past several days wet snow blanketing the familiar mud had piled to depths of three feet in gullies and low spots. To the troops in the pocket the snow at least brought some respite from air attacks and afforded concealment that otherwise was hard to find in the pocket, which had shrunk to a width of about six miles. Lieb noted in his diary that when the snow stopped he could see almost the whole pocket from his command post.36

In the morning Manstein ordered the breakout to begin without artillery and the artillery to be positioned so that it could


go into action when the first strong resistance was met. In the afternoon the Russians retook Komarovka, the southern anchor of the breakout front. Stemmermann had to revise his plan to incorporate the changes. The loss of Komarovka endangered the south flank, particularly of the units which would follow the first assault waves.

During the day the 1st Panzer Division, with Heavy Panzer Regiment Baeke still in the lead, tried again to reach Dzhurzhentsy, but it could not push its front beyond the northern tip of Lisyanka. The heavy panzer regiment, ranging ahead, managed once to get three tanks atop Hill 239.0, but heavy fire from the flanks forced them back 400 yards behind the hill. By nightfall nothing more could be done. First Panzer Army had brought hospital trains up to the closest station behind the front and had JU-52's standing by to take on wounded at the Uman airfield. Manstein waited out the night aboard his command train in Uman, where First Panzer Army had its headquarters.37

On the line of departure in the pocket Stemmermann stationed Corps Detachment B (the 112th Infantry Division and remnants of two other divisions) on the north in Khil'ki, the 72d Infantry Division in the center, and the SS Wiking Division in the south.38 After Komarovka was lost, the latter two divisions had to occupy the sector originally intended for one, which occasioned some last-minute confusion and scrambling. Each division placed a regiment with artillery in the vanguard and echeloned two approximately regiment-sized units behind it. Stemmermann took personal command of the rear guard, the 57th and 88th Divisions, which was to withdraw to three successive phase lines: the first was to be reached shortly before 2300 on the 16th; the last was approximately the line of departure of the assault divisions. The sixth division, the 389th Infantry Division, had gone out of existence a week earlier when its last 200 men were attached to the 57th Infantry Division. The total strength of the pocket, including Russian auxiliaries, stood at about 45,000 men, including 1,500 wounded who were to be left behind.39

The attack began on time an hour before midnight on 16 February. Jumping off in silence and using only knives and bayonets, the three assault regiments cut through the outpost line and main screening line before the Russians knew what had happened. The regiment of Corps Detachment B met no more Russians until it arrived at the Russian line between Dzhurzhentsy and Hill 239.0, which it pushed through easily. Thereafter it guided on white signal flares fired by the 1st Panzer Division and reached the northern tip of Lisyanka at 0500.40

The regiment of the 72d Infantry Division had even better luck. On reaching the road running into Dzhurzhentsy from the southeast it encountered four Soviet tanks and a column of trucks moving toward


the town. When someone yelled, "Stoi!" (Halt!) the tanks stopped and let the Germans cross the road. The Russians did not realize their mistake until the cannon company went across, and then it was too late. The regiment moved off into the darkness quickly, not paying any further attention to the tanks which had by then become embroiled with other German units coming up behind, and made its way to the 1st Panzer Division front north of Lisyanka shortly after.41

The SS regiment was not so fortunate. Passing east of Dzhurzhentsy, it encountered heavy machine gun, antitank, and tank fire from the edge of the settlement. It diverted one battalion to throw the Russians back while the main force turned due south, apparently to avoid heavy tank fire from the direction of Hill 239.0. By turning south, the regiment extended the distance it had to go and placed itself east of the Gniloy Tikich. To reach Lisyanka, it had to cross the river. The only way to do that was to swim. All of the heavy equipment which had come that far stayed on the east bank, and most of the SS men had to discard their rifles in the water. Even so, many of them drowned, the first of hundreds, perhaps thousands, who shared the same fate in the icy water that day.42

The second wave followed the first after a 10-minute interval. Then, at a slower pace the heavy equipment began to move out. Stemmermann had ordered all vehicles destroyed except tanks, self-propelled assault guns, tracked prime movers, and enough horse-drawn wagons to carry men wounded during the breakout. That still left enough vehicles to create traffic jams behind the line of departure, particularly since some units disregarded the order and tried to take along ordinary trucks and heavily loaded wagons that promptly got stuck. The attempt to save the vehicles, tanks, and heavy equipment was almost exclusively a battle against the terrain. Many of the vehicles that left Khil'ki had to be abandoned in the bottom of a gully a mile and a half to the south. Those that found a way across or started farther south were all, excepting a few horse-drawn wagons, eventually trapped in the snow and mud. Many piled up against the ridges flanking Hill 239.0. Others turned south, and a few reached the Gniloy Tikich only to be lost in the swampy bottomland or in the river itself.

During the night Stemmermann kept his command post in Khil'ki, most of the time out of touch with his subordinate commands. Tanks, troops, and Russian artillery fire had severed most of the telephone lines, and last-minute transfers of radio sets from trucks to horse-drawn panje wagons had put nearly all the sets out of order. At 0300, having deduced from the receding sound of the fighting that the breakout was succeeding, Stemmermann dispatched orders by radio and by runner to the two rearguard divisions, instructing them to fall back to the second and third phase lines in the next three hours and then strike southwestward toward Lisyanka. An hour later he and his staff followed the last wave of Corps Detachment B out of Khil'ki, intending to set up a new command post about half way to Dzhurzhentsy. South of Khil'ki, in the confused mass of troops and vehicles, he became separated from the staff. Later a soldier reported he had taken the general



aboard his wagon shortly before it was blown to pieces by a Russian antitank shell.43

Lieb and the officers of his staff, all on horseback, moved out behind the last echelon of the 72d Infantry Division at 0330. Half an hour later they crossed the gully south of Khil'ki, by then filled with smashed, half-buried vehicles which were being ground into unrecognizable junk by Russian tank and antitank gun fire from Komarovka. Dawn found them due west of Dzhurzhentsy. They could hear the noise of heavy fighting coming from the town, Hill 239.0, and the woods to the south, but their own troops were still moving ahead rapidly toward Hill 239.0. By the time they and the troops drew up to the hill the Russians were pouring in artillery and rocket fire from the flanks and had tanks ranged along the woods. All that was left was to turn south.

When Lieb's chief of staff reached the Gniloy Tikich in the midmorning he found several thousand troops there trying to swim across. Some left their weapons on the bank, others tried to throw them across the 50-foot wide river and in most cases failed. While he watched many drowned, and many more collapsed on the opposite shore. Late in the afternoon, after doing



what they could to establish some order at the crossing, he and Lieb swam the river and joined the long lines of unarmed, often nearly naked, men trudging up the snowy slope away from the Gniloy Tikich toward Lisyanka.44

Stemmermann's chief of staff, who came out with the divisions of the rear guard, observed that all semblance of order disappeared shortly after daylight. By then the Russians had a clear idea of what was going on, and brought the Germans under heavy machine gun, mortar, and artillery fire as soon as they passed west of Komarovka. To escape they took cover in ravines and gullies. Units became completely mixed, and no one thought of anything except to keep under cover and reach safety. Since the fire from the direction of Dzhurzhentsy and Hill 239.0 was the heaviest, except for occasional groups which broke through to northern Lisyanka during the day, almost the entire movement veered south to the bend of the Gniloy Tikich.45

In all, 30,000 troops escaped from the pocket. Manstein and the two army commanders were pleased and relieved to have gotten that many out. Even Hitler did no more than grumble briefly about the lost matériel. On the other hand, the psychological


state of the men who came out shocked the army group and army commands. The troops of the heavy tank regiment, in constant combat and without a full meal in weeks, were astonished at the good physical condition of the first units from the pocket to reach their line. They were more astonished when both officers and men refused to stay and help their lagging comrades.46 On 17 February Manstein decided he would have to send all the survivors back into Poland to rest and recuperate. First Panzer Army reported, "It must . . . be recognized that these troops were encircled since 28 January and, consciously or subconsciously, had the fate of Stalingrad before their eyes." It observed that the "inner substance" was still there, but added, "One must not fail to recognize that only the few soldiers who possess inborn toughness (as opposed to that which might be instilled by military discipline) would be able to withstand such strain more than once."47

Nikopol and Krivoi Rog

When Headquarters, Sixth Army, took control of the former First Panzer Army zone in the lower half of the Great Bend of the Dnepr, it assumed the mission of holding an indefensible front to protect an untenable position--that of Seventeenth Army in the Crimea--and to keep in German hands economic assets which had by then become military liabilities--the iron and manganese mines at Krivoi Rog and Nikopol. (Map 21)

Schoerner in Command on the Bridgehead

To make certain that the most crucial sector of the Sixth Army front would be held no matter what, Hitler had called in General der Gebirgstruppe Ferdinand Schoerner at the end of October 1943 and given him command of the three corps in the loop inside the Dnepr Bend and on the bridgehead.48 Schoerner was one of the "new" generals, a convinced Nazi whose military reputation thus far was founded on two qualities--energy and determination. He had a knack for cultivating comraderie with the troops, which to some extent concealed a strong tendency toward ruthlessness and severity in his treatment of subordinates. His last command had been XIX Mountain Corps in northern Finland, where he had coined the slogan "The Arctic does not exist" (Arktis ist nicht).

By the turn of the year the chances of Schoerner's talents being brought into play in the manner Hitler had desired were small. North of Sixth Army the Russians had cut in so deeply west of the Dnepr that the army's front was bent in the middle to a right angle. Approximately half the front--that held by Schoerner's three corps--faced southeast. All that was left of the original Dnepr line, it possessed good field fortifications, but behind lay the broad flood plain of the Dnepr, marshy and criss-crossed by watercourses which during that winter hardly ever froze. The exits from the bridgehead were a temporary bridge at


Map 21
The Nikopol Bridgehead and Krivoi Rog
10 January-29 February 1944

the north end east of Nikopol and two single-lane ponton bridges at the extreme south end near Bol'shaya Lepatikha. The other half of the Sixth Army Front, facing north and slightly east, was a tenuous line across the open steppe cut at right angles


by numerous gullies and the watercourses of five large rivers. It passed 18 miles north of Krivoi Rog and 30 miles north of Apostolovo Station, the railroad junction where the one railroad still serving the army branched northward and toward Nikopol.

The only all-weather road in the army area was the so-called Through Road IV, which by then lay too close to the front to be of use except locally around Krivoi Rog. The complete absence of any sort of gravel or suitable stone had prevented even an attempt to lay down hard surfaced roads over the deep, soft clay of the region. In wet weather, when the ground was not frozen--which was most of the time during the winter of 1943-44--the railroad and tracked vehicles were the only dependable means of transportation. The Russians thus merely had to advance the 30 miles to Apostolovo Station to effectively cut off Schoerner and his three corps.

Vasilevskiy Stages a Two-Front Battle

On the Soviet side the projecting Sixth Army front imposed a drag on the deep right flank of Third Ukrainian Front and kept Fourth Ukrainian Front from arranging a final reckoning with Seventeenth Army in the Crimea. On the other hand, it offered a first-class opportunity for a double envelopment, and Vasilevskiy was there to exploit it for the Stavka.

When a cold wave in the first week of January firmed up the ground enough for the tanks to get moving, Third Ukrainian Front started the attack on 10 January. Behind a barrage laid down by 220 artillery pieces and as many rocket launchers, 80 tanks pushed south on a four and one-half mile front west of the Buzuluk River. Nine rifle divisions in two waves moved in behind the tanks to exploit the breakthrough, but in one of those tactical fumbles which the Soviet commands still periodically perpetrated, the infantry failed to keep up with the tanks. Three miles behind the front two panzer divisions stopped the tanks and in a few hours destroyed two-thirds of them. Before the end of the day, in spite of efforts by the artillery to blast an opening for the infantry, the Germans closed the front and regained all but a mile or so of the ground they had lost.

During the next three days Malinovskiy committed such masses of infantry that their weight alone pushed the front back five miles. These were five miles Sixth Army could not afford to lose, and the commanding general, Hollidt, decided to take the 24th Panzer Division from the bridgehead for a counterattack; but, before the division could be moved, Fourth Ukrainian Front attacked south of Nikopol at the narrowest point of the bridgehead. Hollidt found himself faced with a choice of sacrificing the five miles in the north or, possibly, losing ground on the bridgehead where a mile or two might be fatal. He decided to do the former, taking, as the army later put it, "the consequences of this two-front battle in which neither front can support the other." On the 16th, having failed to do more than dent the bridgehead, the Russians stopped both there and on the north.

During the next week and a half Sixth Army's chances of withstanding another attack fell sharply. Warm weather turned the ground to soft, soupy mud, and Vasilevskiy took advantage of several days of heavy fog that began on 19 January to move a guards mechanized corps and two guards rifle corps from opposite the bridgehead to the Sixth Army north front, more than doubling the strength there. To disguise


the movements Fourth Ukrainian Front feigned heavy traffic toward the Crimea and put dummy tanks in the assembly areas of the units that had pulled out.

Hollidt, astonished that the Russians had not placed more weight there in the first place, was fully aware that next time the fate of the bridgehead would be decided on the north front. To give himself a strong mobile reserve, he decided to take his four panzer divisions out of the line and hold them as a panzer corps behind the north front. On 24 January that still seemed possible, but in the next four days he had to give up, first, an infantry division for the Crimea, then approximately two infantry divisions to Eighth Army, and finally, the 24th Panzer Division, his strongest division, to Eighth Army. In the end, all he could spare for the reserve was the 9th Panzer Division, which was weak in infantry and artillery and down to thirteen tanks, about one-third of its normal complement. After losing the four divisions, Sixth Army had left 20 divisions with average front-line strengths of 2,500 men. Against this force the Third and Fourth Ukrainian Fronts could throw 51 rifle divisions, half of them in full fighting trim, 2 mechanized corps, 2 tank corps, and half a dozen tank brigades.

On the morning of 30 January, after laying down 30,000 artillery rounds on the German front in an hour, Third Ukrainian Front launched a massive infantry assault against a 4-mile stretch of the XXX Corps front west of the Buzuluk River. This time the tanks stayed behind, waiting for the infantry to open a gap, but the German artillery laid down a barrage of its own that hit the infantry before they could jump off and threw them so completely off balance that the attack dissolved into a series of uncoordinated skirmishes.

The next day, leading off with heavier artillery fire than the day before, Malinovskiy tried again, giving the infantry 130 tanks plus an estimated 300 aircraft in support. The thrust carried south two and one half miles on a 7-mile front, still without breaching the XXX Corps line. Hollidt took the 23d Panzer Division out of the front farther west. With it, the 9th Panzer Division, and an infantry division from the bridgehead, he intended to counterattack; meanwhile, Fourth Ukrainian Front had pushed a deep wedge into the south end of the bridgehead toward Bol'shaya Lepatikha. Once again, except for the two weak panzer divisions, all of his strength on both fronts was tied down. At the end of the day he informed Army Group South that if the Russians broke through in the north Sixth Army would be helpless. He applied for permission to evacuate the bridgehead and go back to the line of the Kamenka River.

It was already almost too late. On 1 February Soviet tanks carrying infantry penetrated the XXX Corps line in several places where the defending German tanks and assault guns had fired their last ammunition. By nightfall the Russians had opened a 6-mile gap in the front west of the Buzuluk. In the mud, which was by then knee-deep, they had superior mobility. Wide tracks gave their tanks some buoyancy, and their powerful American-built trucks and half-tracks, though slowed down, could negotiate all but the worst stretches. On the other end of the technological spectrum, they had the small, high-riding, horse-drawn panje wagons. The Germans were handicapped in particular by their trucks, two-wheel drive commercial types that could not cope with the


mud. Their prime movers were good but too few. Most of the time their tanks kept moving, though just barely. The self-propelled assault guns performed better.

On 2 February, while the 23d and 9th Panzer Divisions plowed through the mud in a futile attempt at a flank attack, Eighth Guards Army took Sholokhovo and a mechanized corps veered west and crossed the Kamenka. At day's end the Russians stood five miles north of the vital railroad to Nikopol, ten miles north of the Dnepr, and had a solid foothold in the proposed Kamenka line.49 At 1845 Zeitzler called Kleist at Army Group A and told him to take over Sixth Army immediately. Hitler had approved the army's going back to the Kamenka. He wanted a small bridgehead held around Bol'shaya Lepatikha, and he expected that by shortening its line the army would be able to spare two divisions. One was to go to the Crimea and the other to the lower Dnepr. To make sure these divisions would go where he wanted them was the reason he had taken Sixth Army out of Manstein's command.50

Retreat From the Bridgehead

Sixth Army ordered Schoerner to begin drawing in the bridgehead front on 4 February. Fortunately two divisions were already standing by east of Nikopol. On the 3d the army managed to get through a trainload of ammunition on the railroad. For two more days the rolling stock could be shuttled to pick up the troops coming across the Dnepr and carry them out to the Buzuluk River, where they threw up a screening line facing west. Schoerner made the painful but unavoidable decision to destroy the heavy equipment, except horse-drawn artillery and tracked vehicles, where it stood. As a result, the troops were gotten out more quickly and in better condition than if they had wasted energy on an almost certainly futile effort to manhandle trucks and guns through the mud.

West of the Dnepr XXX Corps had lost all of its trucks and had broken up into small groups, some platoon size, most smaller. Nobody from the commanding general down had anything he could not wear or carry, and many of the soldiers had lost their boots in the mud. Off the corps' right flank, 9th Panzer Division made its way into Kamenka, which it held long enough to slow somewhat the Soviet thrust toward Apostolovo.

On his side Malinovskiy, as his supply lines lengthened, was having trouble with the mud too, trouble he compounded by tactical extravagance. On the 4th the forward units of Eighth Guards Army reached Apostolovo. During the next few days Forty-sixth Army moved in and began to attempt a sweep west of Apostolovo to envelop Krivoi Rog from the south. At the same time, Eighth Guards Army, instead of going the ten miles from Sholokhovo to the Dnepr, which would have cut off at least one of Schoerner's corps completely, struck out from the vicinity of Apostolovo toward the lower tip of the bridgehead twenty-five miles to the south.

By 4 February Schoerner had two divisions across the Dnepr and ready to block the Russians south of Sholokhovo. Hollidt then faced the choice of merely funneling the troops from the inside of the Dnepr Bend and the northern half of the bridgehead through the corridor below Sholokhovo


or attempting to push northwestward from the foothold on the lower Kamenka River toward XXX Corps right flank, which was still on the Kamenka north of Apostolovo. The first, he concluded, would mean using up a considerable part of the strength of two panzer divisions, the 9th and 24th (ordered back to the army on the 4th), to open an escape route in the south for Schoerner's units. Tactically it would accomplish nothing more. The second would get Schoerner's divisions out and offer a chance to regain the Kamenka River line. The plan became more attractive during the next few days as Schoerner's movements went ahead smoothly and the Russian effort dispersed.51

By 5 February the 9th Panzer Division, after three days' heavy fighting at Kamenka and Apostolovo, was just about burned out. Hollidt reported that Schoerner could not make the breakout alone and proposed giving up the small bridgehead east of Bol'shaya Lepatikha to get three divisions for an attack from the south. Kleist forwarded the proposal to the OKH and was told that Hitler still wanted the small bridgehead held but gave the army group authority to decide whether or not the divisions should be taken out. The next morning Kleist told Hollidt to evacuate the Bol'shaya Lepatikha bridgehead.52

On 7 February the last German troops east of Nikopol crossed the Dnepr, blowing up the bridge behind them. The next day one of Schoerner's corps, IV Corps, attacked west while XXVII Corps, withdrawing out of the Dnepr Bend, screened its rear. For three days IV Corps gained ground. On the 10th the 9th Panzer Division and part of the 24th Panzer Division pushed into the open space south of Apostolovo where they smashed a guards rifle corps. Meanwhile, two of the divisions from the Bol'shaya Lepatikha bridgehead had fanned out along the west bank of the Dnepr and the other was moving north into the area south of Apostolovo.

But the mud and the Russians were too much. After IV Corps made no progress at all on the 11th, the army called a halt, ordering the 9th and 24th Panzer Divisions to turn east and Schoerner to turn south, skirt the southern edge of the Russian advance, and so establish contact with each other. On the night of the 12th Kleist informed the OKH that Sixth Army could patch together a front for the time being but could not hold it. The Russians could strike south to the lower Dnepr and north past Krivoi Rog any time they chose. He proposed taking Army Group A and the right flank of Army Group South back to the line of the Ingul and lower Bug Rivers as, he implied, a first step toward getting both southern army groups back to the next defensible line, that of the Bug.

Krivoi Rog--The Ingulets

In the second half of February a peculiar sort of semiparalysis settled on the entire German southern flank. On the 18th Kleist, turning again to the OKH, advised letting Army Group A and most of Army Group South withdraw to the Bug River. To make the prospect "more appetizing" for Hitler, he suggested holding several large bridgeheads from which offensives could be launched later to retake some of the lost ground. The withdrawal to the


Bug was not new; Manstein had suggested it before and so had Kleist. Both Manstein and Zeitzler seconded the proposal. Zeitzler seemed to think the withdrawal was inevitable--but nothing happened.

On the 19th, Sixth Army closed the last gap in its front southwest of Apostolovo. The day before, Schoerner had departed to take up a new assignment as Chief of the National Socialist Leadership Corps, the organization for political indoctrination in the Army. Two days later, on the 21st, the Russians broke into the outer defenses of Krivoi Rog. As at Nikopol, the mines had been destroyed, the able-bodied population evacuated, and the movable goods, except for 100,000 tons of mined iron ore, hauled away. To avoid a costly house-to-house battle, Kleist made Sixth Army withdraw behind the city. After that, reluctant as always, Hitler agreed to let Sixth Army go behind the Ingulets River as far south as Arkhangelskoye, but he insisted that the army stay on the Dnepr below Dudchino. The Dnepr afforded a better natural defense line than the meandering Ingulets; on the other hand, by keeping the army there, Hitler again created a large bulge to the east.

In the meantime new trouble loomed on the left flank, where the Sixth Army's left corps and Eighth Army's right corps held a shallow bulge between Kirovograd and Krivoi Rog. Konev had deployed strong forces off the Eighth Army right flank and appeared ready to strike to the southwest at any moment. Fully occupied on his left flank, Manstein transferred the Eighth Army's right flank corps to Army Group A.

At the end of the month the attack had not started, Sixth Army was going back to the Ingulets by stages, and in the south the front was still on the Dnepr, where drifting ice kept the Russians from ferrying troops across and gave the Germans time to catch their breath.53 In Berchtesgaden Hitler conferred with Antonescu, and although the Rumanian leader argued that in spite of the political disadvantages the Crimea ought to be evacuated for military reasons, Hitler remained more than ever convinced the peninsula had to be held.54


Manstein's 6 January order to the First Panzer and Fourth Panzer Armies was concerned with two enemy thrusts, one to the south, toward Zhmerinka, between the flanks of the two armies and the other against the Fourth Panzer Army north flank toward Rovno and Shepetovka. (Map 22) Since the first had made greater progress and was the more dangerous, he had told the armies to concentrate against it. On the north, he had instructed LIX Corps to continue covering the Fourth Panzer Army flank, using its main force to hold the Russians away from Shepetovka and a smaller one to screen Rovno.55

LIX Corps, in the retreat from Korosten, had lost Novograd Volynskiy, giving the Russians access to two main roads, one running due west to Rovno, the other southwest to Shepetovka. In the heavily wooded, swampy terrain on the edge of the Pripyat Marshes roads were important. Since the distance to Shepetovka was shorter and the weight of the Soviet attack was being directed southwest rather than west, Fourth


Map 22
6 January-1 March 1944


Panzer Army had already ordered the corps to shift its headquarters there and concentrate on holding open the railroad. This left only Corps Detachment C (about the strength of an infantry division) and the 454th Security Division between the Russians and Rovno, where the road and railroad forked northwestward to Kovel' and Lublin and southwestward to Dubno, Brody, and L'vov. The LIX Corps main force, two infantry divisions, was isolated too, but in falling back to Shepetovka it drew closer to the center of the Fourth Panzer Army front. Against LIX Corps, Sixtieth Army was advancing toward Shepetovka and Thirteenth Army was turning west toward Rovno.

Shepetovka and Rovno were the last German handholds on the main railroad running west of Kiev. If they were lost, the enemy would have complete control of a railroad into the exposed flank of Army Group South. Rovno could be used as a staging area for operations north toward Lublin or, more profitably, southwest toward L'vov. From Rovno to L'vov and the main supply artery of Army Group South the distance was 110 miles, from Shepetovka to Ternopol it was 80 miles. Another 30 to 50 miles would take the Russians across the Dnestr and to the foothills of the Carpathians.

Manstein, as sensitive as ever to the danger on his left flank, could do nothing as long as Hitler insisted on keeping Army Group A and the right flank of Army Group South echeloned east and exposed to simultaneous attacks in half a dozen places. On 14 January Manstein instructed Fourth Panzer Army to shift the Headquarters, XIII Corps, north to take command of Corps Detachment C and of the 454th Security Division, which were still trying to hold a front on the Goryn River twenty miles east of Rovno. Farther north Soviet cavalry supported by partisan bands was already penetrating the outlying forests and swamps of the Pripyat Marshes in the direction of Kovel' and Lutsk. In the woods the Germans had found lukewarm allies in the Ukrainian nationalist partisans, who hated Russians more than they did Germans but whose value from the German point of view was greatly reduced by the lack of a unified command and a deplorable inclination to kill all Poles and Russians, including those in the German service.

XIII Corps was given the missions of holding Rovno and keeping the Russians away from the roads and railroads west of the city, even though no one really believed that the corps could do either. On 21 January the commanding general reported that he could not prevent the Russians' infiltrating through the forests north of Rovno, and for his troops to push them back out was entirely out of the question. At the end of the month he predicted that Rovno would be lost in a matter of days. Two Soviet cavalry corps, which could only be tracked by air, were moving through the woods behind the city and would soon be in position to threaten Lutsk and Kovel'. On 2 February the Russians took Rovno, and on the same day their cavalry drove the German garrison out of Lutsk forty miles to the west.

During the next two weeks the Army Group South left flank came close to dissolving completely. To escape encirclement and protect L'vov, the main body of XIII Corps had to fall back to Dubno. In the north Soviet cavalry ranged at will west of Lutsk and almost to the outskirts of Kovel'. Dubno was half encircled while XIII Corps was still going back toward it,


and Hitler demanded that the name of the officer entrusted with the defense of the city be reported directly to him. The officer who had been in command in Rovno he called to Fuehrer headquarters and ordered to face a court-martial.

The army, the army group, and the OKH had recognized before the end of January that to evade a complete disaster they would have to commit several more divisions on the flank, but these divisions were at first nowhere to be found. In the first week of February all the army could supply was the 7th Panzer Division, a kampfgruppe. By 9 February a Soviet guards cavalry corps had pushed west of Dubno and appeared to be getting ready to attack the city from the rear. The next day Manstein, who had hoped to wait until the fighting around the Cherkassy pocket ended, decided he dared wait no longer and began shifting reinforcements to the flank. He gave XIII Corps the 340th Infantry Division (three infantry battalions and two of artillery) and began assembling under the Headquarters, XXXXVIII Panzer Corps, the 7th and 8th Panzer Divisions and two reinforced territorial regiments from Poland for an attack north and east toward the Styr River and Kovel'.

XXXXVIII Panzer Corps was ready west of Dubno shortly after the middle of the month, but heavy, drifting snow kept it from going into action until 22 February. The attack went well, reaching Lutsk and the Styr River on both sides of the city by the 27th. From there the corps turned north, and by the end of the month it had established a line of strongpoints from Kovel' to the XIII Corps left flank west of Dubno.

For the first time in months the gap on the extreme left flank of Army Group South was closed. The effort, however, had left Fourth Panzer Army without the strength to patch a 30-mile gap between the XIII and LIX Corps flanks. Since midmonth the Russians had been building up their strength in the vicinity of Shepetovka, on LIX Corps' left, and on the 26th they began moving fresh troops into the trenches. On 2 March Manstein concluded that they would strike toward Ternopol before the spring thaw set in.56


Table of Contents ** Previous Chapter (X) * Next Chapter (XII)


1. Manstein, Verlorene Siege, p. 565.

2. Pz. AOK 4, Ia, Kriegstagebuch, Band 3, 25 Dec 43, Pz. AOK 4 41631/3 file.

3. OKH, GenStdH, Op. Abt., Kriegstagebuch, 9.10.43-12.1.44, 25 Dec 43.

4. Pz. AOK 4, Ia, Kriegstagebuch, Band 3, 26 Dec 43, Pz. AOK 4 41631/3 file.

5. OKH, GenStdH, Op. Abt., Kriegstagebuch, 9.10.43-12.1.44, 27 Dec 43.

6. Stenogr. Dienst im F.H.Qu., Besprechung des Fuehrers mit Generaloberst Zeitzler vom 27.12.43, OCMH files.

7. OKH, GenStdH, Op. Abt., Kriegstagebuch, 9.10.43-12.1.44, 28 Dec 43.

8. Stenogr. Dienst im F.H.Qu., Besprechung mit Generaloberst Jodl and Generaloberst Zeitzler am 28.12.43, OCMH files.

9. Stenogr. Dienst im F.H.Qu., Besprechung des Fuehrers mit Generaloberst Zeitzler am 29.12.43, OCMH files.

10. Stenogr. Dienst im F.H.Qu., Besprechung mit Gen. Feldmarschall Kuechler vom 30.12.43, OCMH files; H. Gr. Nord, Ia, Kriegstagebuch, 1.1-31.1.44, 6 Jan 44, H. Gr. Nord 75128/33 file.

11. Pz. AOK 4, Ia, Kriegstagebuch, Band 3, 30 Dec 43, Pz. AOK 4 41631/3 file.

12. Manstein, Verlorene Siege, pp. 567-69.

13. Pz. AOK 4, Ia, Kriegstagebuch, Band 1, 1-4 Jan 44, Pz. AOK 4 49417/1 file.

14. OKH, GenStdH, Op. Abt. IIIb, Lage Ost, Stand 3.1.44 abds; Manstein, Verlorene Siege, p. 569.

15. Manstein, Verlorene Siege, p. 571.

16. MS # P-114c (Hauck), Teil VI, p. 382-83.

17. Pz. AOK 4, Ia, Kriegstagebuch, Band 1, 3-7 Jan 44, Pz. 49417/4 file.

18. H. Gr. Sued, Ia Nr. 0748/44, 6.1.44, AOK 8 58298/15 file.

19. Pz. AOK 1, Ia, Kriegstagebuch Nr. 13, 5-7 Jan 44, Pz. AOK 1 58683/1 file.

20. Pz. AOK 1, Kriegstagebuch Nr. 13, 8-31 Jan 44, Pz. AOK 1 58683/1 file.

21. Although Cherkassy was not in the pocket, the Germans used the designation "Cherkassy pocket" or, more specifically, "the pocket near Cherkassy." The Russian designation, "The Battle of Korsun' Shevchenkovskiy," is perhaps more accurate since that locality remained inside the pocket throughout.

22. MS # P-114c (Hauck), Teil VI, pp. 371, 380-81.

23. New York Times, January 10, 1944.

24. AOK 8, Ia, Kriegstagebuch Nr. 3, 10 Jan 44, AOK 8 58298/1 file.

25. Pz. AOK 1, Ia, Kriegstagebuch Nr. 13, 6, 10 Jan 44, Pz. AOK 1 58683/1 file.

26. Zhilin, ed., Vazhneyshiye Operatsii Otechestvennoy Voyny, p. 286.

27. AOK 8, Ia, Kriegstagebuch Nr. 3, 1-3 Feb 44, AOK 8 58298/2 file.

28. H. Gr. A, Ia, Kriegstagebuch, Band 3, Teil 4, 4 Feb 44, H. Gr. A 75126/24 file.

29. DA Pamphlet 20-234, Operations of Encircled Forces (Washington, 1952), pp. 15-20.

30. AOK 8, Ia, Kriegstagebuch, Nr. 3, 5, 6 Feb 44, AOK 8 58298/2 file; Pz. AOK 1, Ia, Kriegstagebuch Nr. 13, 5, 6 Feb 44, Pz. AOK 1 58683/1 file; Obkdo H. Gr. Sued, Ia Nr. 0765/44 an AOK 8, 6.2.44, AOK 8 58298/15 file.

31. Pz. AOK 1, Ia, Kriegstagebuch Nr. 13, 7-10 Feb 44, Pz. AOK 1 58683/1 file; AOK 8, Ia, Kriegstagebuch Nr. 3, 7-10 Feb 44, AOK 8 58298/2 file.

32. Pz. AOK 1, Ia, Kriegstagebuch Nr. 13, 11 Feb 44, Pz. AOK 1 58683 file.

33. Gen. Kdo. XI A.K., Ia, Kriegstagebuch, 28.1.-11.4.44, 11 Feb 44, XI A.K. 48755/1 file.

34. Pz. AOK 1, Ia, Kriegstagebuch Nr. 13, 13, 14 Feb 44, Pz. AOK 1 58683/1 file.

35. AOK 8, Ia, Kriegstagebuch Nr. 3, 14 Feb 44, AOK 8 58298/2 file.

36. DA Pamphlet 20-234, p. 25.

37. Pz. AOK 1, Ia, Kriegstagebuch Nr. 13, 14-16 Feb 44, Pz. AOK 1 58683/1 file; AOK 8, Ia, Kriegstagebuch Nr. 3, 14-16 Feb 44, AOK 8 58298/2 file; Manstein, Verlorene Siege, p. 585.

38. The "corps detachments" were composed of several divisions greatly reduced in strength operating under a divisional staff. In size they were approximately equal to a standard infantry division.

39. Gruppe Stemmermann, Ia Nr. 236/44. Befehl fuer den Durchbruch, 15.2.44, Pz. AOK 1 58683/21 file.

40. Korps-Abteilung B. Ia Nr. 200/44, an Der Gruppe Mattenklott, 24.2.44, Pz. AOK 1 58683/ file.

41. 72 I.D., Ia Nr. 158/44, Gefechtsbericht, 23.2.44, Pz. AOK 1 58683/21 file.

42. SS-Pz Div. Wiking, Ia Nr. 158/44, Gefechtsbericht, Pz. AOK 1 58683/21 file.

43. AOK 8, Chef, Ia Nr. 1247/44, an H. Gr. Sued, Chef Gen. Stab. 21.2.44, Pz. AOK 1 58683/21 file.

44. Gen. Kdo. XXXXII A.K., Chef des Generalstabes, Ia Nr. 158/44, an Obkdo, d. l. Pz. AOK 1, 58683/1 file.

45. Gen. Kdo. XI A.K., Der Chef des Generalstabes, Ia Br. B. Nr. 19/44, 23.2.44, XI A.K. 48755/2 file.

46. S. Pz.-Regt. Baeke, Abt. Ia, Bericht ueber die Verbindungsaufnahme der westlich Tscherkassy eingeschlossenen Korps am 17.2.44, Pz. AOK 1 58683/21 file.

47. Pz. AOK 1, Ia Nr. 158/44, Stellungnahme zu den Gefechtsberichten der Gruppe Stemmermann und des III Pz. Korps ueber die Kaempfe vom 16. bis 18.2.44, Pz. AOK 1 58683/21 file.

48. Taetigkeitsbericht des Chefs des Heerespersonalamts, 29 Oct 43, H 4/12 file.

49. AOK 6, Ia Kriegstagebuch Nr. 10, pp. I-XXIV, AOK 6 47595/1 file.

50. Obkdo. H. Gr. A, Ia Kriegstagebuch, Band 3, Teil 5, 2 Feb 44, H. Gr. A 75126/25 file.

51. AOK 6, Ia Kriegstagebuch Nr. 10, pp. XXIV-XXIX, AOK 6 47595/1 file.

52. Obkdo. H. Gr. A, Ia Kriegstagebuch, Band 3, Teil 5, 5-6 Feb 44, H. Gr. A 75126/25 file.

53. Obkdo. H. Gr. A, Ia Kriegstagebuch, Band 3, Teil 5, 7-29 Feb 44, H. Gr. A 75126/25 file.

54. OKW, WFSt, K.T.B. Ausarbeitung, Ostfront, 1.1.-31.3.44, pp. 10A and 28A, OKW/1929 file.

55. H. Gr. Sued, Ia Nr. 0748/44, 6.1.44, AOK 8 58298/15 file.

56. Pz. AOK 4, Ia Kriegstagebuch, 1.1.-29.2.44, 6 Jan-29 Feb 44, Pz. AOK 4 49417/1 file; Pz. AOK 4, Ia, Chef-Notizen, 1.1.-15.6.44, 20 Jan-3 Mar 44, Pz. AOK 4 51492/32 file.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation