Chapter XII
Active Defense, Center And North

Stalin's Bid for the Initiative

Ordinarily, the coming of spring is welcome in the Soviet Union. It brings lengthening days, sunshine, and the promise of renewed life to a frozen land. But, in 1942, it also brought an uncertainty for the Soviet Command that has not been entirely resolved a generation later and may not ever be. In March, although the winter had not yet abated, the general offensive, despite strenuous efforts to keep it alive, was dying while the enemy still kept a hold on Leningrad and occupied the approaches to Moscow and the Caucasus. The Soviet General Staff, going by an intelligence report it received on 18 March, believed the German Eastern Front had received enough new divisions and replacements between January and March to be capable of shifting to the offensive any time after mid-April.1

The general offensive had imposed an unanticipated and, at times, nearly intolerable strain on the enemy, but it had also, in the end, disclosed that the Soviet leadership had not yet overcome some hazardous deficiencies in its conduct of operations. The Stavka had ordered attacks in too many directions at once, and the front and army commands had done the same. As a result, the forces had been divided and redivided, and none of the final objectives had been achieved. Reserves had been wasted by being sent into battle piecemeal to such an extent that, on 16 March, the State Defense Committee undertook "to prohibit those practices categorically."2

The making of Soviet strategy in the spring of 1942 was in the hands of five men: Marshal Shaposhnikov, chief of the General Staff; his deputy, General Vasilevskiy; General Zhukov, the commander of Western Theater; Marshal Timoshenko, the commander of Southwestern Theater; and Stalin, the supreme commander of the Soviet Armed Forces, whose authority easily outweighed that of all the others together. In early March, they were agreed in believing, as the whole world did, that the Germans would make another strong bid to defeat the Soviet Union in the coming spring and summer. Consequently, they saw their task, as Vasilevskiy later put it, as being to "plan for the coming half year," or in other words, to find a way of frustrating the next German onslaught while getting their own forces into condition to strike back later.3

Stalin, Shaposhnikov, and Vasilevskiy believed they would not be able to


develop any more major offensives in the spring or early summer. They believed, also, that Soviet operations up to the beginning of summer would have to be restricted to an active defense that would "halt the enemy's blows, wear him down and weaken him" and prepare the way for "a large-scale offensive when adequate reserves were accumulated."4 Zhukov concurred in the defensive strategy but wanted a buildup in early summer for an offensive to smash the Rzhev-Vyazma "bridgehead" west of Moscow.5 Timoshenko also favored the defensive strategy in general except for his own command. He and General Leytenant I. Kh. Bagramyan, his chief of staff, and Nikita Khrushchev, his member of the Military Council (commissar), had planned an offensive for his command on a broad front that they proposed to start in May.6

In mid-March, the State Defense Committee established the national requirements for May through June as being to train reserves and accumulate guns, tanks, aircraft, and other war material for later offensive operations. The General Staff plan, drafted at the same time, envisioned a period of active defense through May during which reserves would be built up for "decisive operations" to follow.7

In a joint meeting at the end of March, the State Defense Committee and the Stavka undertook to settle on the "final variant" of the plan. Shaposhnikov presented the General Staff conception of an active defense coupled with a buildup of reserves, and Zhukov and Timoshenko again offered their proposals for offensives in the center and on the south flank. Timoshenko supported Zhukov, but Zhukov was opposed to any offensives other than his own, which put him actually in agreement with Shaposhnikov, since he did not expect to start the Rzhev-Vyazma operation before summer.8

The crucial question, however, was whether Stalin would accept as "active" a defense that did not include any offensives. Shaposhnikov and Zhukov had reason to believe he would not, and when Shaposhnikov and Zhukov attempted to explain the difficulties of organizing an offensive in the south, Stalin broke in, saying, "Are we supposed to sit in defense, idling away our time, and wait for the Germans to attack first? We must strike several preemptive blows over a wide front and probe the enemy's readiness."9 Shaposhnikov and Zhukov had their answer. According to the History of the Second World War, "The meeting concluded with an order from the Supreme Commander to prepare and carry out in the near future offensives in the vicinity of Kharkov, on the Crimea, and in other areas."10

In the next several weeks, Stalin ordered or approved offensives along the whole front from the Barents Sea to the Black Sea. On the Crimea, the objective would be to clear the enemy from the peninsula. Southwest Front was to strike toward Kharkov from the northeast and the southeast. Bryansk


Front was ordered to advance past Kursk and Lgov. Aiming ultimately for Smolensk, West Front and Kalinin Front were to top off the winter by smashing Army Group Center's Rzhev-Vyazma line. To assist in accomplishing this mission, General Belov's I Guards Cavalry Corps would hit the German railroads and bases between Smolensk and Vyazma. Northwest Front would eliminate the Demyansk pocket, and Karelian Front would attack on the Zapadnaya Litsa River, west of Kandalaksha, and at Kestenga. Leningrad Front had the self-proposed mission of breaking the Leningrad siege with its own forces and those of the former Volkhov Front.11

The offensives were to be conducted between April and June and were expected to give the operations in those months "an active character." In the same period, the Soviet forces, in general, would be "on the strategic defensive," reorganizing and reequipping units and assembling reserves.12

The active defense with the "preemptive blows," in effect extended the general offensive into the spring. In doing so, it repeated the error which, under more favorable conditions, had eventually crippled the general offensive during the winter. And it added a complication: as Vasilevskiy puts it, a requirement "to defend and attack simultaneously."13 Zhukov maintains in his memoirs that he spoke against the preemptive blows, but Timoshenko seconded Stalin, and Shaposhnikov "kept silent."14 Vasilevskiy said after the war that people who did not know about the "difficult conditions" under which the General Staff worked during the war might justifiably find fault with the General Staff for not having demonstrated the "negative consequences" of the decision to Stalin.15 The Popular Scientific Sketch states, "It must be said that the leading members of the General Staff, the Chief of the General Staff, Marshal B. M. Shaposhnikov, and his deputy, General A. M. Vasilevskiy, as well as the member of the Stavka, G. K. Zhukov, in principle, adhered to the same opinion as the Supreme Commander, only with some reservations."16

Army Group Center's Second Front

At the End of Winter

As if it had settled through the melted snow, the Army Group Center line stabilized in April 1942 along the ragged leading edges of half-a-dozen once deadly, now stalled and blunted, Soviet thrusts. The winter had passed, too soon for the Russians, not soon enough for the Germans, but it had left behind many changes in the battlefield's configuration. The straight-line distance from the army group's northern boundary near Velikiye Luki to its southern boundary southwest of Orel was about 350 miles. The front in between, including most though not all of its convolutions, was more like 900 miles long. Its outstanding features were the 150-miles-deep and at least equally wide Toropets bulge on the


north, a 75-by-125-mile salient on the south that had evolved from the old Sukhinichi bulge, and, between the two, a dogleg projection occupied by the Ninth, Fourth Panzer, and Fourth Armies. On the rim of the Toropets bulge, Third Shock Army's troops were 285 miles west of Moscow and 50 miles west of the Army Group Center headquarters at Smolensk. At Gzhatsk, Fourth Panzer Army was within 90 miles of Moscow.

Rzhev, Vyazma, and Bryansk, commanding the immediate road and rail approaches to Moscow on the west, were in Army Group Center's hands and so kept alive a threat to the Soviet capital. Along a 250-mile line from Rzhev to south of Bryansk, however, the army group had acquired a second front that practically denied it territorial control east of Smolensk. From the army group boundary north to Bryansk and from there north to Roslavl and Kirov, partisans held sway in the broad spaces between the roads and railroads. Between the Smolensk-Vyazma railroad and the Rollbahn through Roslavl, Belov was the proconsul in a Soviet enclave dominated by his I Guards Cavalry Corps, parachute troops, partisans, and survivors of Thirty-third Army. A network of partisan bands provided almost continuous contact between Belov's territory and the Bryansk partisan concentration. North of the Smolensk-Vyazma railroad, Thirty-ninth Army and XI Cavalry Corps occupied a 30-by-40-mile pocket east of the Dukhovshchina-Belyy road. By the end of April, Fourth Panzer Army had tightened its front south of the Rollbahn and at Kirov enough to deny Belov and the Bryansk partisans unimpeded contact with Soviet territory, but Thirty-ninth Army still had free access to the outside through an 18-mile-wide gap northeast of Belyy.

In late March, as a smaller alternative to BRUECKENSCHLAG, the Ostashkov operation, Ninth Army had proposed an attack west out of the Rzhev-Olenino area to Nelidovo. Taking Nelidovo would not have done much toward eliminating the Toropets bulge; but it would have deprived the Soviet forces in the bulge of a road and rail junction, could have been the first stage of a drive to Toropets, and would in particular have cut Thirty-ninth Army's ground communications. By early April the Nelidovo attack, code-named Operation NORDPOL, had replaced BRUECKENSCHLAG, which by then had drifted beyond the range of feasibility. But NORDPOL, too, had troubles, first the thaw and then the abnormally heavy spring rains that extended the rasputitsa past its usual term. In the meantime, Fourth Army had prepared an operation, code-named HANNOVER, against the Belov forces. Although NORDPOL and HANNOVER hardly added up to a major offensive effort, they were together more than Army Group Center could afford in the spring of 1942.

The flow of reinforcements to the army group had stopped in March, and as soon as the rasputitsa had set in, Hitler had reversed the flow, using Army Group Center as a base from which to draw reinforcements for the south. In the first week of May, Headquarters, Fourth Panzer Army, departed, to be followed by five of the army group's twenty corps headquarters. From April to early June, Army Group Center had lost sixteen divisions, a good 20 percent of its overall


strength, 30 percent of its panzer divisions. In the divisions that stayed, personnel and other shortages were not going to be filled until summer; consequently, regiments had to be reduced from three battalions to two, artillery batteries from four guns to three. Panzer and motorized divisions were such in name only. Most of the tanks and trucks that had survived the winter were awaiting repairs, and the shops could not keep more than 20 percent in running condition.

Army Group Center was to be a supernumerary in the 1942 campaign. Field Marshal Kluge, the army group's commander, told his generals on 18 April, "We must economize on the forces we have left."17 By mid-May, Kluge became convinced that NORDPOL was too ambitious; and when Hitler, whose interest had drifted completely away from the area, did not object he canceled it and instructed Ninth Army to work on SEYDLITZ, a smaller operation against Thirty-ninth Army and XI Cavalry Corps. In the meantime, Fourth Army would go ahead with HANNOVER and when it was completed turn the troops over to Ninth Army for SEYDLITZ. HANNOVER and SEYDLITZ, being directed against conventional Soviet forces, could be expected to take reasonably predictable courses. Kluge knew from experience that operations against the partisans around Bryansk promised much less. The area was larger and the anticipated return for the effort certainly would be smaller. Since he also did not have any more troops to spare, Kluge gave Second Panzer Army one security division and left the army to deal with the partisans in any way it could.


Belov's territory stretched eighty miles from east to west and, at its widest, forty miles north and south, occupying almost the whole of the triangle formed by Smolensk, Vyazma, and Spas-Demensk. In April and early May, Belov was engaged in organizing the partisans, cavalry, and airborne troops to comply with orders coming to him from West Front, which was attempting to devise another thrust toward Vyazma as part of the active defense. In the less critical western two-thirds of the pocket, he set up two "partisan divisions." On the east, he had the cavalry, airborne troops, and more partisans. On 9 May, planes brought in a battalion of antitank guns and, with it, General Mayor V. S. Golushkevich, the deputy chief of staff of West Front. Golushkevich delivered a secret order for Belov to be ready to strike south, "not later than 5 June," to meet Fiftieth Army, which was being reinforced with tank corps and would be advancing north across the Rollbahn.18 (Map 19.)

For HANNOVER, Fourth Army had a corps headquarters and three divisions from Third Panzer Army, which had taken over the Fourth Panzer Army sector, and a corps headquarters and three divisions of its own. These forces were plenty to handle Belov's cavalry and other regular troops, which were estimated at between ten and twenty thousand, but not enough to scour the entire 1,500-square-mile pocket. (Belov's


Map 19
Operation HANN0VER
24 May-21 June 1942

strength probably was close to twenty thousand, and he had a tank battalion with eighteen tanks.)19 Furthermore, SEYDLITZ, although it had second priority in terms of time, was tactically more urgent than HANNOVER, since it was essential to the stability of the Rzhev salient. That, and Belov's presumed deployment, made a small, quick solution appear worthwhile. Radio intercepts and information from agents and prisoners placed his headquarters and the main body of his regular troops in the eastern end of the pocket, east of the Ugra River.20 The estimate was wrong in what was going to be a significant respect: the elements of IV Airborne Corps and the "Zhabo" Partisan Regiment were east of the Ugra, but most of Belov's cavalry was west of it.21

The army group and Fourth Army settled on a plan to run Belov down in one fast swoop. Two divisions, striking


south from Vyazma and one north from Spas-Demensk, would pinch off the eastern end of the pocket, trapping Belov east of the Ugra and the Vyazma-Kirov railroad. The other three would drive inward from a screening line around the tip of the pocket. Although it presented no exceptional tactical problems, HANNOVER, first set for 21 May, had to be postponed on several successive days because of prolonged heavy rains that turned the ground, still soft from the thaw, back to mud. As if the winter had not been enough, central Russia was experiencing a record wet spring.

While it was being planned, HANNOVER acquired one esoteric feature. Late in 1941, at Osintorf near Orsha, the Abwehr (the OKW intelligence organization) had begun training several hundred captured Soviet soldiers and officers as diversionists. The Germans had tried out somewhat similar groups earlier in the campaign, but those had been made up of emigres, members of minorities, or Russian-speaking Germans, and most had not lived in Russia recently or had lived on the fringes of Soviet life. The Osintorf trainees, except for their commander, an emigre, Colonel Konstantin Kromiadi, were all completely up-to-date, authentic products of the Soviet system, most particularly of the Soviet Army. In Soviet uniforms they could be expected to merge easily into Soviet formations, especially heterogeneous ones like Belov's. For HANNOVER, 350 of them were assigned to Fourth Army as the Experimental Organization Center.22 Their mission would be to disrupt the defense, if possible, by finding and killing Belov and his staff, or otherwise, by sneak attacks and by spreading false orders and information.

On 23 May cloudbursts inundated the area, but General Heinrici, commander of Fourth Army, afraid of losing the element of surprise by another delay, decided to let HANNOVER start the next morning. The Experimental Organization Center went into the pocket from the south that night. Fourth Army's troops moved out in the morning in pouring rain, in some places up to their waists in mud and water. The 19th Panzer Division, advancing from the south, nevertheless covered almost ten miles before 1200 when it arrived at the Ugra River near Vskhody--just in time to see the bridge there blow up, which was probably unnecessary effort by the Russians since the water was rising so fast that the bridge very likely would have been washed away anyhow. The division spent the rest of the day getting a bridgehead north of the river and building a pontoon bridge over the relentlessly rising water. Coming from the north, 197th Infantry Division took five hours to reach Ugra Station, where the railroad crossed the river. After ten more miles, the trap would be closed. From inside the pocket, what was taken to be Belov's radio was sending a constant stream of coded messages that seemed to give evidence of alarm, if not panic. Kluge congratulated the troops on their "fine successes," and Heinrici agreed that the performances were remarkable. He had not expected them to reach Vskhody and Ugra Station until the second day, because he had anticipated a more solid defense. However,


a disturbing thought occurred to him and Kluge both that the resistance so far had been more typical of partisans than of Soviet regular troops.23

The downpours continued through the night and the next day. Amazed, the Germans saw the Ugra, already a hundred yards wide, spawn a second channel twenty yards wide. For two days, tanks, trucks, infantry, and artillery came to a standstill in mud and water. The rain was so heavy that even the reliable little Storch reconnaissance planes could not fly. Fourth Army had no idea what the enemy forces were doing. Although Kluge could not imagine how the Russians might get across the swollen Ugra River, he knew they would have to try, and on the afternoon of the 25th he asked Heinrici to have his points bear ten miles west toward Fursovo, on the assumption that the Russians would have crossed the river by then. After another twenty-four hours passed without the encirclement being closed, Kluge and Heinrici agreed that if Belov had not already done so, he almost certainly would get away to the west, and HANNOVER would therefore have to go into a second phase.

The points met at Fursovo shortly before nightfall on the 27th. The mop-up, in the next five days, failed to bring either Belov or his main force to bay. Prisoners, deserters, and returned members of the Experimental Organization Center--of which about two-thirds came back--corroborated each others' statements that several Soviet staffs had been in the pocket, including Belov's and those of the IV Airborne Corps and the "Zhabo" Regiment. For Fourth Army, the results were disappointing. About two thousand Russians were captured and another fifteen hundred killed, but Belov had obviously escaped with most of his troops.24

Prisoner interrogations indicated that Belov had had at least a day's warning about the attack through a deserter from the Experimental Organization Center. The Russians had known beforehand about the Experimental Organization Center, but they had not known where it would be operating. Consequently, according to the prisoners, just knowing the unit was in the area, had raised confusion and some panic. Members of the Experimental Organization Center reported having observed instances of Soviet units firing on each other.25 Belov, in his account, states that on 23 May, the 8th Airborne Brigade destroyed a group of "diversionists" whose mission had been to "wipe out" his staff and that he learned of the coming German attack from one of its survivors.26


At the conclusion of what the Germans were by then calling HANNOVER I, Belov still had 17,000 troops and his eighteen tanks, but he had been forced out of the eastern, tactically most valuable, third of the pocket. By his account, Belov had, meanwhile, concluded that the "hope" of meeting with Fiftieth Army was disappearing, and he, therefore, asked West Front, on 4 June, for permission to begin the march back


to the Soviet side of the front, which was granted because the tank corps and reserves for Fiftieth Army had, by then, been transferred to the Kharkov area.27 This, Belov says, left him with three possible choices: to head west into Belorussia and convert to partisan operations, to go north toward Kalinin Front, or to go south toward the weak spot in the German line at Kirov. He rejected the first two, he maintains, because his force would sacrifice its "significance" as regular troops by becoming partisans and because he did not have the means to get his artillery and tanks across the Dnepr River, which he would have to do if he went north. His decision was to march west to the vicinity of Yelnya and then head south and east into the northern part of the Bryansk partisan area, from which he could make his exit near Kirov.28

HANNOVER II, of which Belov's account takes no specific notice, began on 3 June in more rain. Heinrici had turned his divisions on the near side of the Ugra pocket around to pursue Belov west between Yelnya and Dorogobuzh and to force him back against the Dnepr River. The better way would have been to cut straight through and head him off east of the river, but, in mud and water, the infantry could not move fast enough, and trucks, tanks, and artillery could not move at all. Without ever catching sight of Belov's main force, the Fourth Army troops reached Dorogobuzh and Yelnya after five days of slogging across an inundated landscape and skirmishing with numerous small parties that appeared mostly to be partisans. Belov was then confined in a 30-by-30-mile pocket blocked on the north by the Dnepr, which was a torrent 200 yards wide, and on the south, between Yelnya and the Dnepr, by the 221st Security Division; but Heinrici and Kluge were beginning to doubt whether Belov was still around at all.29

On the morning of the 8th, German pilots over the pocket saw an astonishing scene: columns of Soviet cavalry, airborne troops, trucks, wagons, and tanks weaving in and out of clumps of woods, all heading south. Belov had, at last, come into the open and was obviously getting ready to break out. Kluge ordered a motorcycle battalion from the north to the south side of the pocket, and Heinrici took part of the 19th Panzer Division out of his front north of Yelnya to backstop the 221st Security Division. The reinforcements, however, came too late. During the night, the Russians overran a weak spot in the 221st Security Division's line and simply walked out. After daylight, the Luftwaffe reported about a thousand vehicles and some thousands of troops heading into deep forest around the headwaters of the Desna River south of Yelnya. When the motorcycle and panzer troops closed the gap later in the day, not much was left in the pocket.30

After passing Yelnya, Belov entered the area of the "Lazo" Partisan Regiment where ground troops could not readily pursue him, but, he says, German planes bombed his positions "all day" and came back at night to try to bomb


his supply planes.31 In three days, Fourth Army built a screening line along the Rollbahn, which it now knew he would have to cross. In the meantime, Belov had halted in the woods near the village of Klin, halfway between Yelnya and the Rollbahn, to sort out his troops and receive air supply. After another two days, the Germans began to believe that he might have disappeared again. Monitors reported his radio operating near Klin, but deserters said he had been flown out, and his force was breaking up. Finally, just before 2400 on the night of 15 June, Belov reappeared, where he had been expected, on the Rollbahn.32

Belov and the German records give somewhat different versions of what happened that night (which Belov says was the night of the 16th) and afterward. In Belov's version, the breakout was to have been made in two echelons, with General Mayor V. K. Baranov, the commander of 1st Guards Cavalry Division leading the first and Belov the second. When Baranov emerged from the woods a short distance north of the Rollbahn, Belov, who was several hundred yards behind, heard him shout, "Guards, advance! After me! Hurrah!" With more "Hurrahs," the cavalry charged and got across the road, but Belov soon learned that the infantry with the first echelon had not been able to do the same. Consequently, Belov says, he reassembled the 2d Guards Cavalry Division and elements of IV Airborne Corps and 329th Rifle Division and withdrew into the woods. The next day, he says, he came out of the woods about ten miles north of the Rollbahn, made a wide sweep west and south, and crossed the road ten miles east of Roslavl.33

As the Germans saw it, there were three simultaneous attacks, one of which was led by a general on horseback whom they took to have been Belov. The first reports indicated that over three thousand Russians had broken out, but Heinrici could not quite bring himself to believe that so many men could have gone through three small gaps that were open less than an hour. Therefore, he concluded that, whether Belov had escaped or not, most of his men must still be north of the road. Patrols probing into the pocket during the day on the 16th found Russians still there, but they could not determine how many. Deserters said eight to ten thousand. Fourth Army thought six thousand was a more likely number.

During the afternoon of the 18th, a patrol found an order on a dead Soviet officer, which had been written that day and which bore Belov's signature. It gave detailed directions for a mass breakout across the Rollbahn and set the time for 2400 that day. The order could have been a deception, but one thing was certain: Belov would have to make his move soon. The noose was closing around him. Having nothing else at all to go by, Fourth Army hurriedly built three lines on the section of the Rollbahn the order specified--one on the road, two more farther back.

The Germans' earlier experience had shown that no single line was going to stop a charge by thousands of desperate men, and if the attack came at any other place it would very likely



succeed. But it did not. It began exactly on time, at 2400, straight into the muzzles of German artillery and machine guns. The fighting went on until after daylight. About fifteen hundred Russians got across the first line; five hundred got across the second; and a few across the third. The others were forced back into the pocket, and at 1200 the next day, believing Belov had made his final bid and lost, Heinrici gave the order to push into the pocket, which, by nightfall, had been reduced to an area one and one-half by three miles. Then the rain began again, and an infantry company left a gap in the line, and Belov marched out with what Fourth Army estimated to be between two and four thousand of his men. The Russians were on the move, and the Germans were tired. In the afternoon on the 21st, saying that they "should not march the men to death," Kluge told Fourth Army to stop HANNOVER II and give the troops a rest.34

Fourth Army's afteraction report on HANNOVER I and II claimed 11,000 Russians captured and 5,000 killed. How many of these were Belov's troops and how many partisans or civilians was uncertain. Until the end of the month, monitors traced a radio signal in the woods north of the Rollbahn that they believed to be Belov's.35 Belov says he was brought out by plane to Tenth Army on the night of 23 June and that


Map 20
Operation SEYDLITZ
2-12 July 1942

subsequently 10,000 of his troops crossed the front to the Soviet side near Kirov and that 3,000 more were evacuated by air.36 The History of the Great Patriotic War states that "some" of Belov's troops crossed the lines at Kirov and northeast of Smolensk in July, while others stayed to fight as partisans.37 Belov would command again, notably at Kursk and Berlin, and would be ranked as a hero in the Soviet Union for his raid behind the enemy front during the first winter of the war. Although the Germans did not often admire Soviet generalship, Halder was moved to remark, "The man did, after all, put seven German divisions on the jump."38


Ninth Army's Operation SEYDLITZ had waited for the completion of HANNOVER to receive a corps headquarters, two divisions, and air support.


The delay afforded ample time for planning, and SEYDLITZ went through several revisions. In the final version, Kluge and General der Panzertruppen Heinrich-Gottfried von Vietinghoff, who was replacing Model as commander of Ninth Army while the latter was hospitalized recovering from a wound, settled on two thrusts, each by a panzer division backed by an infantry division, to close the Belyy gap. Single panzer divisions would make two other assaults from south of Olenino and east of Sychevka to split the Thirty-ninth Army. The second two depended on 5th Panzer Division, which was engaged in HANNOVER, and 20th Panzer Division, which was to be detached from Third Panzer Army. Four infantry divisions would hold the perimeter, and 14th Motorized Division would be the reserve. Eleven divisions was no small number, but although they were rested and recovered from the winter, they were all greatly understrength. Two hazards could not be mitigated by any amount of planning. One was the weather, which continued rainy through June. The second was the enemy's intention. Other than that Thirty-ninth Army and XI Cavalry Corps were somewhere in the forty-by-sixty-mile expanse of forest between Belyy and Sychevka nothing else was known about them. Like Belov's force, they had virtually disappeared with the winter's snow.

SEYDLITZ began in the early morning on 2 July, just after 2400, which at that time of the year was only about two hours before dawn. Kluge's command train was parked at Sychevka, and he and Vietinghoff were out behind 1st Panzer Division on the north side of the Belyy gap. The day brought two shocks: 1st Panzer Division made almost no headway, and what appeared to be several dozen Soviet tanks were reported heading toward the 2d Panzer Division flank northeast of Belyy. At the end of the day, both prongs of the attack were stopped, and the one on the south was having to brace for a counterattack. The next morning, after ground and air reconnaissance sighted over fifty Soviet tanks bearing toward Belyy, Kluge approved a change in the plan that would turn 5th Panzer Division west along the course of the Obsha River and bring it out northeast of Belyy behind the enemy tanks. But 5th Panzer Division was fighting through dense forest and was not yet on the Obsha, and at the day's end, SEYDLITZ was stalled everywhere. The Ninth Army journal entry for 3 July closed with, "Severe and fluctuating battles are to be expected in the coming days and weeks."39 (Map 20.)

The morning of the 4th brought more discouragement: the 1st Panzer Division was at a standstill; enemy tanks were biting into 2d Panzer Division's flank from the east; and Vietinghoff had to put in 14th Motorized Division to help 5th Panzer Division ahead. During the day, though, the picture changed dramatically. The 20th Panzer Division began its push west of Sychevka and met astonishingly weak resistance. By nightfall, 1st Panzer Division had made a six-mile jump forward and 5th Panzer Division was turning into the Obsha Valley, leaving 14th Motorized Division to continue south. In another twenty-four hours, 1st Panzer Division had closed the



Belyy gap, and 5th Panzer Division and 20th Panzer Division were driving east to split the pocket into three parts. The question still was: Where were Thirty-ninth Army and XI Cavalry Corps? The tank attack had made it seem that they were massed in the north, ready to break out, but by the fourth day, it looked as if they were going to play the same onerous, disappearing game Belov had.

The answer came in the morning on the 6th when Ninth Army's intelligence deciphered an intercepted radio message ordering all Thirty-ninth Army units to withdraw toward the northwest. By then, the clearings were filling with columns of Soviet troops. Thirty-ninth Army after all was going to attempt a breakout, but depending on how far north and west they were, its elements would have to cross one, two, or three German lines. In the afternoon, 5th Panzer Division passed through the Obsha Valley and 197th Infantry Division pushing east met the 20th Panzer Division's point. At daylight the next morning, pilots flying over the southern loop of the pocket sighted a long column of cavalry, tanks, and infantry. The XI Cavalry Corps was now also out in the open and--to Ninth Army's gratified astonishment--marching north into 20th Panzer Division's arms.

The battle was over. The roads ahead and behind them blocked, the Soviet columns piled up on each other and became helplessly entangled. As the German divisions closed in, airplanes dropped a million leaflets telling the


troops how to surrender. By the 10th most of the Russians appeared to be waiting to be rounded up, and on the 12th, Vietinghoff declared SEYDLITZ completed. On that day, the prisoner count stood at 25,000. In another twenty-four hours, it had risen to 37,000 men, 220 tanks, and 500 artillery pieces. The Ninth Army had figured the total Thirty-ninth Army and XI Cavalry Corps strength at about 50,000. No doubt, some thousands were still on the loose, but the army and the corps were destroyed. The Ninth Army chief of staff remarked, "This was a typical western European battle, no Belov performances, no hiding out in the woods."40

In August, the following Soviet proclamation was circulated by the partisans in the former SEYDLITZ area:

All members of the armed forces who escaped from the pocket . . . report to your regular units or join the partisan units! Those who remain in hiding . . . in order to save their skins, and those who do not join in the patriotic war to help destroy the German robbers, also those who desert to the fascist army and help carry on a robber war against the Soviet people, are traitors to the homeland and will be liquidated by us sooner or later. Death to the German occupiers! We are fighting for a just cause! In 1942, the enemy will be totally destroyed!41


Concurrently with HANNOVER II and SEYDLITZ, Second Panzer Army was running VOGELSANG ("bird song"), an operation, the first of many, against the Bryansk partisans. In a 12,000-square-mile area, which was about the size of a small western European country (the Netherlands, for instance), the army had an ample selection of partisan centers to choose from. VOGELSANG was to be conducted in the V-shaped stretch of forest and swamp between the Desna and Bolva rivers due north of Bryansk, which on the northeast abutted the old Kirov gap and had during the winter been a highway for partisan traffic to and from the Soviet side of the front. The XXXXVII Panzer Corps, the tactical command, had the 707th Security Division and one of its own infantry divisions, the 339th, all told, about 6,000 men. (Map 21.)

The partisan strength was not known. Two regiments had been identified, one under a Lieutenant Colonel Orlov, the other, a Major Kaluga. Both had come through the front in the winter with several hundred Soviet officers and men to organize and command the partisans, who thereafter came under the control of the Tenth Army staff. Small industrial towns scattered along the rivers had provided a good recruiting base, and their nearness to the Kirov gap had made it possible for the partisans to be lavishly outfitted with automatic weapons, radios, mortars, antitank guns, and even some 76-mm. artillery pieces.

VOGELSANG began on 6 June along the west side of the Bolva River. In two days, 707th and 339th Divisions had strung skirmish lines around two five-by-ten-mile pockets west and north of Dyatkovo. The next and far more difficult step was to turn inward and flush out the partisans, and the Germans hoped to drive them into a space so small that they would have to stand and


Map 21
6 June-4 July 1942

fight. This meant beating through mud, water, underbrush, and clouds of mosquitoes in pursuit of an invisible enemy who knew every trail and hiding place, might strike at any moment from the treetops or from concealed bunkers, but who would almost never come out into the open. The roads were as dangerous as the deep woods because of the "bell," an ambush laid in a loop. At the open end, the partisans would be far enough off to the sides to be just able to see and fire on the road. At the closed end, they would be near enough to pin the enemy in the cross fire.


On the other hand, VOGELSANG demonstrated that antipartisan warfare was a strain on the nerves more than anything. The casualties were usually not large, but the anxiety, effort, and misery were not balanced by any sense of satisfaction. The partisans were everywhere and nowhere.

Dyatkovo rayon was the stronghold of the Orlov Regiment. The regiment regarded itself as a unit of Tenth Army and was the command and control center for the area. It was the hard core, the model, and the symbol of a relentless Soviet presence imposed upon satellite local bands. Together, the regiment and bands pressed the population--men, women, and children--into service as laborers, supply carriers, informants, and auxiliary fighters. Snipers posted in treetops frequently were children. Under attack the objective was to save the organization.

In four days the two German divisions combed the north pocket, clashed several times with small partisan bands, were frequently under fire from the front and rear by an enemy they could not see, and came up empty-handed except for some hundreds of people who might have been partisans. The cleanup in the south pocket went the same way for a day and then was slowed by heavy fire from dugouts and bunkers. After working their way through a maze of defenses that they only managed to negotiate with help from a deserter, the Germans came upon the Orlov Regiment's base camp near Svyatoye Lake--it was empty. The partisans had gone out through a swamp over a path that the Germans were not able to follow. By then partisan activity had revived so strongly in the former north pocket that one battalion sent into the pocket to pursue a partisan band had to fight its way out of an encirclement.

On 22 June, XXXXVII Panzer Corps began VOGELSANG II in the woods, between the Vetma and Desna rivers, which were supposed to be the hideout of the Kaluga Regiment and the Rognedino rayon bands. The tactics were the same as before: form a pair of pockets and drive inward. The corps staff had, in the meantime, concluded that a halfway effective pacification could only be achieved by destroying all buildings and evacuating the inhabitants. Again, the partisans fought sporadically, never letting themselves be pinned in one place, and finally they slipped through the net. The Kaluga Regiment's base camp, if it was there, could not be found. When VOGELSANG ended, on 4 July, XXXXVII Panzer Corps reported 500 presumed partisans captured and 1,200 killed. Over 2,200 men aged sixteen to fifty had been taken into custody. The troops had picked up 8,500 women and children in the woods and evacuated 12,500 from villages. The 23,000 civilians were passed to the Korueck, who could not feed and house them and could only resettle them in some other partisan-infested area.42

Demyansk and the Volkhov Pocket

Offensive Against II Corps

To liquidate the Demyansk pocket was a logical objective of the Soviet spring offensive. As an exercise in the


active defense this action could have smashed a substantial enemy force and would have reduced German prospects for operating against the Soviet armies west of Ostashkov and, in the longer run, against Moscow. In April, the Stavka gave Northwest Front five rifle divisions and eight rifle and two tank brigades. General Kurochkin, the front's commander, distributed the reinforcements to Eleventh Army and First Shock Army, and, with these, he proposed to drive into the pocket from the northeast and southwest, isolate it completely, and destroy II Corps by grinding it to pieces against the stationary front on the east. The attacks began on 3 May and continued until the 20th, were resumed at the end of the month, and did not cease until late June.43

After having fought through the winter, in the cold, and on substandard rations, the German troops in the pocket were in poor condition. One of the divisions, the SS Totenkopf, which was probably no worse off than the rest, was down to a third of its normal strength, and of that, a third were troops who would ordinarily have been considered unfit for further service.44 Nevertheless, II Corps survived, not with ease, but without ever being in doubt about the outcome. Tactically, Northwest Front's performance was stereotyped: Kurochkin struck repeatedly in the same places at two- or three-day intervals. After a time, II Corps was more mystified than alarmed by the Russians' persistence. The "bridge" to Sixteenth Army's main front stayed intact, protected by being mostly underwater during that wet spring. For the same reason, it was almost useless as a ground supply line, and the airlift had to be continued.45

Second Shock Army Goes Under

The failure at Demyansk was overshadowed by a concurrent Soviet disaster in the Volkhov pocket. Before he was relieved as commander of Volkhov Front, using a rifle division and other available reserves. General Meretskov had set up the VI Guards Rifle Corps, with which he intended to reinforce Second Shock Army after access to the pocket was restored. He did not, he says, know anything about Stalin's and Khozin's (commander, Leningrad Front) plans until 23 April, after he had been relieved, when he also learned that Khozin had agreed to let VI Guards Rifle Corps be transferred to Northwest Front. On the 24th, in Moscow, he told Stalin that, in its current state, Second Shock Army "could neither attack nor defend" and, unless it could be given the VI Guards Rifle Carps, it should be withdrawn from the pocket "at once." Stalin gave him a polite hearing, a noncommittal promise to consider his views, and sent him on his way to become Zhukov's deputy briefly and then commanding general of Thirty-third Army.46

For the Soviet leadership to contemplate resuming the offensive in the Volkhov pocket in the spring, with or without reinforcement, was futile. As a



result of the thaw and the wet weather, Second Shock Army was sitting in a vast quagmire and was wholly dependent on a single tenuous supply line that, besides being mostly underwater, was also under constant enemy fire. On the perimeter, the Germans had hemmed the pocket in tightly on all sides. Stalin and Khozin, in fact, were able to indulge in plans for an offensive only because the weather and the terrain had imposed a temporary standoff. By late April, Eighteenth Army had enough troops deployed to close the pocket and clean it out, but the army was having enormous trouble getting supplies to the troops where they were, and those would be doubled and redoubled by any movement. Local inhabitants said the ground dried out somewhat in the middle of June, and the army expected to wait until then, proposing, in the meantime, to inch into the mouth of the pocket and bring the Erika and Dora Lanes under better surveillance.47

What happened on the Soviet side after the change in command is not clear. Khozin has stated that far from being in the "cheerful mood," which Meretskov attributes to him, he was nonplussed by his mission, concerned about Second Shock Army's condition, and had taken a substantial part of the army out of the pocket by 4 May.48 The


History of the Second World War, however, indicates that on 2 May, Khozin had submitted a proposal to execute the Leningrad relief.49 The History of the Great Patriotic War states that the Stavka gave the order to withdraw Second Shock Army on 14 May, but "the Leningrad Front did not demonstrate sufficient operational capability in executing the order."50 The History of the Second World War adds that, although the Stavka had given the order, Second Shock Army did not begin to withdraw until the 25th, "after the enemy had launched three simultaneous attacks against its weakened forces on 23 May."51 Vasilevskiy, says the Stavka ordered Khozin to take Second Shock Army out of the pocket "fast," but, "most regrettably, the order was not executed."52

The Germans' observations tend, in small part, to vindicate Khozin. Eighteenth Army, which had an understandably close interest in what went on in the pocket, did not detect any outward movement in April or in the first three weeks of May. The traffic on the lanes appeared to be mostly in supplies, and very few troops went either into or out of the pocket. In mid-May, the number of deserters increased, which could be taken as a sign of disintegration. Some of them said that Second Shock Army was being evacuated, but probing attacks met sharp resistance all around the perimeter. The first outward movement, of about a thousand men, was seen on the 21st.

Another thousand went out on the 22d, and General Vlasov's radio closed down, a sign that he was shifting his Twentieth Army command post. General Kuechler, commander of Army Group North, then called General Lindemann, commander of Eighteenth Army, and told him it would be "awfully bad" to let the Russians escape. Lindemann said he was ready to stop them, but the ground was too wet.53 On the 25th, after the Germans had seen another thousand men going out of the pocket during the previous two days, Lindemann asked General der Infanterie Siegfried Haenicke, the XXXVIII Corps commander, whether he could attack "in good conscience" on the 27th if he had air support. Haenicke said he could.54 But it was raining as Lindemann and Haenicke talked, and a day later the ground was sodden and water was standing in every depression.

Finally, early on 30 May, XXXVIII Corps, on the south, and I Corps, on the north, pushed across the mouth of the pocket over still wet ground. During the day, XXXVIII Corps lost 30 percent of the troops it had committed, but the attacks continued through the night, and the two corps made contact near the Erika Lane at 0130 the next morning. By 1200 on the 31st, they had set up a front facing east, and in the afternoon, they turned west to lock in Second Shock Army.55 While XXXVIII and I Corps braced for counterattacks, the units on the perimeter opened up with all their artillery and began to inch toward the pocket through mud and water.

The counterattacks did not start, though, until 4 June--and then they



did so in a curious manner. The first Russian assault, during the day on the 4th, came from the west and could be beaten off easily because the troops were all drunk. The next came that night, from the east with tremendous artillery support, but the infantry troops, apparently green, stopped and fell back when they were hit by German fire. When nothing at all happened during the next two days, Kuechler and Lindemann talked about sending General Vlasov, the commander of Twentieth Army, a demand for surrender but decided to wait until his army had been pushed into tighter quarters.56

On 8 June, Stalin called Meretskov to Moscow and told him, "We made a great mistake in combining Volkhov and Leningrad Fronts. General Khozin sat and thought about the Volkhov direction, but the results were poor. He did not carry out a Stavka directive to evacuate Second Shock Army." Saying that Meretskov knew Volkhov Front "very well," Stalin told him to go there, together with General Vasilevskiy, deputy chief of the General Staff, and get Second Shock Army out, "if necessary without heavy weapons and equipment."57 By nightfall, Meretskov was back at his old headquarters, and Khozin, having been replaced at


Leningrad Front by General Leytenant L. A. Govorov, was on his way to take over Thirty-third Army.58

Beginning on the 10th, and for the next two weeks, Meretskov and Vasilevskiy engineered a succession of wild battles, carried on much of the time in pouring rain. On the 19th, they managed to open a corridor 150 yards wide that a dozen T-34 tanks held through the night only to be trapped themselves the next morning. The two had somewhat better luck on the 21st when Fifty-ninth Army opened a gap 500 yards wide. But XXXVIII Corps kept the whole stretch under constant artillery and small arms fire and did not believe any Second Shock Army troops could have gotten out.59 Meretskov, who gives the dates for the opening of the gap as the 23d to the 25th, maintains that the Russians brought out wounded and some others.60 At 2400 on the 22d, the Germans sealed the pocket for the last time.

By the next day, Second Shock Army was split into several pieces, crippled, and dying; and Kuechler decided not to bother with asking Vlasov to surrender. Some fifteen thousand of Vlasov's troops were piled up at the western ends of the Erika and Dora Lanes, and if they had made a concerted try, they might still have overrun the German lines holding them in, but they did not. Several hundred officers and politruks tried to break out on the 28th. The Germans stopped them and drove them back. The men were not fighting any longer, and on that day the battle of the Volkhov pocket ended for Eighteenth Army with 33,000 prisoners counted and more coming in every hour.61 Hitler promoted Kuechler to the rank of Generalfeldmarschall.

For the Soviet Union, the deepest psychological trauma was yet to come. On 12 July, a patrol combing the territory around the former pocket stopped to pick up two supposed partisans that a village elder had locked in a shed. The two turned out to be Vlasov and a woman companion who Vlasov said was an old family friend who had been his cook. Intelligent, ambitious, aware that he had no future in the Soviet Union, and impressed with consideration shown him first by Lindemann and later by German intelligence officers, Vlasov soon lent his name to anti-Soviet propaganda and eventually became titular commander of the Russian Army of Liberation, a scattering of collaborator units recruited from the prisoner-of-war camps. To the Germans, he was a sometimes useful figurehead, but he was too much a Russian nationalist for the Germans to give him any kind of free rein. The propaganda actions in which he participated, however, indicated that he had the potential to achieve a strong popular appeal in the occupied--and unoccupied--territories of the Soviet Union. To the Soviet regime, however, he became and has remained the archetype of a traitor. No Soviet account of the battle for the Volkhov pocket fails to implicate him in the disaster either as a weakling or a treacherous


schemer. Vasilevskiy says, "The position of Second Shock Army was made even more complicated by the fact that its commander, Vlasov, turned out to be a foul traitor to his country, who voluntarily went over to the enemy side."62


Table of Contents ** Previous Chapter (XI) * Next Chapter (XIII)


1. IVMV, vol. V, p. 111.

2. Ibid., vol. IV, p. 327.

3. Vasilevskiy, Delo, p. 203.

4. Ibid., vol. V, p. 113. See also VOV, p. 139.

5. Zhukov, Memoirs, p. 365.

6. Bagramyan, Tak shli my k pobede, pp. 48-54. See also IVMV, vol. V, p. 113 and Vasilevskiy, Delo, p. 212.

7. IVMV, vol. V, p. 113.

8. Zhukov, Memoirs, p. 366; IVMV, vol. V, p. 113.

9. Zhukov, Memoirs, p. 366.

10. IVMV, vol. V, p. 113.

11. Ibid., p. 115; Meretskov, Serving the People, p. 207.

12. IVMV, vol. V, p. 114.

13. A. M. Vasilevskiy, "Nekotorye voprosy rukovodstva vooruzhennoy borboy letom 1942 goda," Voyenno-istoricheskiy Zhurnal, 8(1965), 10.

14. Zhukov, Memoirs, p. 366f.

15. Vasilevskiy, "Nekotorye voprosy," p. 10.

16. VOV, p. 139.

17. Hofmann, MS P-114b, vol. IV, p. 153.

18. Belov, "Pyatimesyachnaya borba," pp. 66-69.

19. See ibid.

20. AOK 4, Ia Kriegstagebuch Nr. 13, 15-21 May 42, AOK 4 24336/1 file.

21. Belov, "Pyatimesyachnaya borba," p. 67.

22. Gerhard L. Weinberg, The Partisan Movement in the Yelnya-Dorogobuzh Area of Smolensk Oblast (Washington, D.C.: Air Research and Development Command, 1954), p. 99; Sven Steenburg, Wlassom (Cologne: Wissenschaft and Politik, 1968), pp. 60-66.

23. AOK 4, Ia Kriegstagebuch Nr. 13, 24 May 42, AOK 4 24336/1 file.

24. Ibid., 27 May-2 Jun 42.

25. Ibid., 1 Jun 42.

26. Belov, "Pyatimesyachnaya borba," p. 70.

27. According to Zhukov, Belov had been given orders in early May to begin bringing his troops out. See Zhukov, Memoirs, p. 357.

28. Belov, "Pyatimesyachnaya borba," p. 71f.

29. AOK 4, Ia Kriegstagebuch Nr. 13, 3-7 Jun 42, AOK 4 24336/1 file.

30. Ibid., 8-9 Jun 42.

31. Belov, "Pyatimesyachnaya borba," p. 72.

32. AOK 4, Ia Kriegstagebuch Nr. 13, 10-16 Jun 42, AOK 4 24336/1 file.

33. Belov, "Pyatimesyachnaya borba," p. 73.

34. AOK 4, Ia Kriegstagebuch Nr. 13, 16-21 Jun 42, AOK 4 24336/1 file.

35. Ibid., 29 Jun-2 Jul 42.

36. Belov, "Pyatimesyachnaya borba," p. 74f.

37. IVOVSS, vol. II, p. 475.

38. Halder Diary, vol. III, p. 458.

39. AOK 9, Ia Kriegstagebuch Nr. 6, 3 Jul 42, AOK 9 51624/1 file.

40. Ibid., 3-13 Jul 42.

41. XXIII A.K., Ic, "Uebersetzung, Tagebuch der Kampfhandlungen der Partisanenabteilung des Oblt. Morogoff," 2 Aug 42, XXIII A.K. 76156 file.

42. Pz. AOK 2, Ia Kriegstagebuch Nr. 2, Teil III, 5-30 Jun 42, Pz. AOK 2 28499/3 file; Ibid., Teil IV, 1-4 Jul 42; 339 Inf. Div., Ia Nr. 293142, Bericht ueber Unternehmen VOGELSANG, 11.7.42, XXXXVII Pz. K. 28946/2 file.

43. IVOVSS, vol. II, p. 474; IVMV, vol. V, p. 139.

44. See Charles W. Sydnor, Jr., Soldiers of Destruction (Princeton: Princeton University Press, 1977), pp. 222-29.

45. H. Gr. Nord, Ia Kriegstagebuch, 1.-31.5.42, 3-31 May 42, H. Gr. Nord 75128/10 file.

46. Meretskov, "Na volkhovskikh rubezhakh," p. 67; Meretskov, Serving the People, pp. 202-07.

47. H. Gr. Nord, Ia Kriegstagebuch, 1.-31.5.42, 11 May 42, H. Gr. Nord 75128/10 file.

48. See Meretskov, Serving the People, p. 207 and M. S. Khozin, "Ob odnoy maloissledovannoy operatsyy" Voyennoistoricheskiy Zhurnal, 2(1966), 35-46.

49. IVMV, vol. V, p. 139.

50. IVOVSS, vol. II, p. 470.

51. IVMV, vol. V, p. 140.

52. Vasilevskiy, Delo, p. 185.

53. AOK 18, Ia Kriegstagebuch, 4c, 22 May 42, AOK 18 22864/2 file.

54. Ibid., 25 May 42.

55. Ibid., 30 and 31 May 42.

56. H. Gr. Nord, Ia Kriegstagebuch, 1.-30.6.42, 4-7 Jun 12, H. Gr. Nord 75128/11 file.

57. Meretskov, "Na volkhovskikh rubezhakh," p. 67.

58. Meretskov, Serving the People, p. 215.

59. AOK 18, Ia Kriegstagebuch, 4c, 19-23 Jun 42, AOK 18 22864/2 file.

60. Meretskov, "No volkhovskikh rubezhakh," p. 68f; Meretskov, Serving the People, p. 219.

61. H. Gr. Nord, Ia Kriegstagebuch, 1.-30.6.42, 23-28 Jun 42, H. Gr. Nord 75128/11 file.

62. Vasilevskiy, Delo, p. 185.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation