Chapter XVI
Operation BLAU

"The Enemy Is Defeated"


At daylight on 28 June, General Weichs, the commander of Second Army, ascended a low hill slightly east of Shchigry. From the top, he saw, on either side, lines of artillery and rocket launcher emplacements still partly obscured by the morning haze. Looking ahead through field glasses, he could make out Fourth Panzer Army's tanks standing in attack formations with their motors off. The troops were nearly as immobile as their vehicles and weapons. For the moment, everything that needed to be done had been done. Then, timed to a second, the artillery opened fire with a shattering crash and salvos from the rocket launchers screamed away trailing plumes of white flame behind them. The preliminary barrage lasted only half-an-hour, which was long enough, though, to give Weichs a clue as to how the battle would go. The Soviet artillery's response was slow and ragged; the enemy might have been taken by surprise after all. When the guns paused to lay their fire deeper, the armor rolled forward, and in the few minutes it took for the new ranges to be set, the second wave of tanks began to file between the artillery positions.1

The morning was cloudy and warm, promising rain. Soon most of the action was not visible from where Weichs stood. The offensive swept east without a hitch, and the armor disappeared into the distance. Fourth Panzer Army's spearhead, XXXXVIII Panzer Corps, had gone ten miles to the Tim River by 1200. There it captured and crossed an undamaged railroad bridge. That afternoon it moved another ten miles to and across the Kshen River. (Map 30.) Passing the Kshen put it on the so-called land bridge to Voronezh, a five- to ten-mile-wide divide between the basins of the Oskol and the Sosna rivers. Russian resistance was spotty--determined in some places, feeble in others. One thing was certain: the enemy had not pulled out beforehand. Battlefield evidence, prisoners, dead, abandoned command posts, and so forth, showed that all the units previously identified were still there fighting, at least they were trying to. Before dark, XXXXVIII Panzer Corps covered another ten miles, the last of these in heavy rain. By then its neighbor on the left, XXIV Panzer Corps, had drawn up to the Kshen.2 For Sixth Army the code word again was Aachen, which meant another twenty-four-hour postponement. The rain in the Sixth Army sector



had almost stopped during the day, but the roads were still impassable.

At General Golikov's Bryansk Front, Thirteenth and Fortieth Armies were hard-hit, but his reserve tank corps and brigades were intact. The IV and XXIV Tank Corps were on the way from Southwest Front, and the Stavka was sending in the XVII Tank Corps from its reserve, which would bring the total complement of tank corps to seven. During the day, the front's air support was increased by four regiments of fighters and three of Shturmovik dive-bombers. At the day's end, Golikov gave Fortieth Army two tank brigades and ordered the I and XVI Tank Corps to the Kshen River. The trouble was, Kazakov says, that the front did not know how capable of "decisive action" the tank corps were, and there was not enough fuel for the fighters and Shturmoviks.3

The rain lasted until 1200 the next day. In the mud, XXXXVIII Panzer Corps made just enough headway to confirm its breakthrough onto the land bridge. The XXIV Panzer Corps worked on bridgeheads across the Kshen. On Fourth Panzer Army's right, Hungarian Second Army could not get past the Tim River. It was being held up less by the rain or by the enemy than by its command's inability to stage a coordinated attack. Sixth Army canvassed its corps in the afternoon; all of them reported their roads passable; and Field Marshal Bock, the commander of Army Group South,


28 June-11 July 1942


then issued the code word Dinkelsbuehl for Sixth Army, effective at daybreak on the 30th.4

While Fourth Panzer Army was held up again by rain on the 30th, Sixth Army behaved like a panzer army and made a clean, twenty-mile-deep breakthrough to the Korocha River.5 The code name BLAU, which had been compromised by the Reichel affair, went out of official existence on the 30th and was replaced by BRAUNSCHWEIG for the whole offensive. BLAU II became CLAUSEWITZ and BLAU III, DAMPFHAMMER ("steam hammer"). None of the three was going to be much used, however. Plans previously made were about to be overrun by events.

On the 30th, Golikov had a blunt wedge driven into his line. It was bisected by the Kursk-Voronezh railroad. The I and XVI Tank Corps were on the north side, but the main weight of the German armor, XXIV and XXXXVIII Panzer Corps, was ranged on the railroad and south of it. The position of the panzer corps and Sixth Army's developing breakthrough on the south presaged an encirclement that would engulf Fortieth Army's left flank. Talking to Stalin late in the day, Golikov reported that IV and XXIV Tank Corps were moving "extremely slowly," and the front did not have any regular contact with them. The XVII Tank Corps, he added, was coming west from Voronezh but running out of diesel oil because the corps staff had not organized its fuel supply properly. Golikov believed it would be best to take Fortieth Army's left flank back and out of the way of the developing encirclement. But Stalin insisted on a counterattack by IV, XXIV, and XVII Tank Corps near Gorshechnoye, to stop the German armor south of the railroad and to drive it back. General Leytenant Ya. N. Fedorenko, the army's chief of tanks, had arrived at the front during the day to organize the counterattack. Finally, Stalin admonished Golikov to "keep well in mind" that he had "more than a thousand tanks and the enemy not more than five hundred," that he had over five hundred tanks in the area of the proposed counterattack "and the enemy three hundred to three hundred and fifty at the most," and that "everything now depends on your ability to deploy and lead these forces."6 During the night, elements of IV Tank Corps engaged the enemy near Gorshechnoye, and XVII Tank Corps "maneuvered" in the area south of the railroad without getting into the fighting. All of the XXIV Tank Corps was miles away, at Novyy Oskol.7

In the morning, on 1 July, Bock went to the Fourth Panzer Army command post, where he and General Hoth, the army commander, agreed the army would have to head straight for Voronezh, "without looking to either side." Because the roads were clogged with supply columns bogged down in the mud, Bock could not get close to the front.8 It was, to say the least, not good weather for tanks, and during the day, the Grossdeutschland Division's infantry took the lead at XXXXVIII Panzer Corps and passed the headwaters of the Olym River, forty miles


west of Voronezh. Meanwhile, the 16th Motorized Infantry Division, operating on the XXXXVIII Panzer Corps right flank, had come abreast and, in the afternoon, turned south toward Staryy Oskol.9

By late afternoon, Sixth Army had smashed the whole right half of Southwest Front west of the Oskol River and had a bridgehead across the river. Early in the day, however, the Stavka had realized that the counterattack by the tank corps was not likely to accomplish anything and had given Fortieth and Twenty-first Armies permission to take their forces out of the pocket.10 In the afternoon, the Soviet units west of the Oskol were going back so fast that Bock did not think enough of them could be trapped by closing the pocket at Staryy Oskol to make it worthwhile to turn Sixth Army north, and he talked to Hitler about letting the army go northeast, instead, "to cut off what is still to be cut off" by trapping the Russians between the flanks of Sixth Army and Fourth Panzer Army somewhere farther east.11 General Paulus, the commander of Sixth Army, believing the Russians were in full retreat and would not let themselves be caught anywhere west of the Don, wanted to head due east.12

On 2 July, Kazakov says, "The road to Voronezh was, in effect, open to the enemy."13 To close it on the Don, the Stavka, during the day, shifted two armies, Sixth and Sixtieth, out of its reserve, while at the same time ordering another reserve army, Sixty-third, up to the river behind Southwest Front. Fifth Tank Army, which had been under Stavka control, was released and ordered to assemble near Yelets. Golikov, leaving his headquarters in Yelets under General Leytenant N. Ye. Chibisov, his deputy, went to Voronezh to take command of Sixth, Sixtieth, and Fortieth Armies.14 He would not have much time. Vasilevskiy says, "By the end of the day on 2 July, conditions had drastically deteriorated in the Voronezh direction."15

Hitler at Poltava

At 0700 on the 3d, Hitler's Condor transport, carrying him, General Halder (chief of the General Staff), Field Marshal Keitel (chief of the OKW), General Schmundt (Hitler's chief adjutant), and others of his retinue landed at Poltava. The plane had taken off from Rastenburg at 0400, an unusual hour for Hitler to be abroad, particularly on a mission that later appeared to have had no discernible purpose.

All Hitler did of any substance was to put Bock "at liberty" to refrain from taking Voronezh if doing so would involve "too heavy fighting." Months afterward, Keitel told Bock that this had been the reason for the trip.16 However, Halder had given Bock the same instruction about Voronezh by telephone the night before.17



During the meeting, Halder revived a proposal that had been made before, namely, to give Field Marshal List's Army Group A command of First Panzer Army for BLAU II/CLAUSEWITZ. Bock, as he had before, objected because he believed it would do nothing but complicate the lines of command. Hitler said nothing; nevertheless, Halder's proposal may well have been the original reason for the flight to Poltava. On the 2d, the OKH had instructed Coastal Staff Azov (Army Group A) to prepare to take command of the panzer army on 5 July or any time thereafter.18 Perhaps Hitler had expected a more complaisant reaction from Bock, and when none was forthcoming, his nerve failed. He could at times be quite diffident about taking up unpleasant matters with the older senior generals.

To Bock, who one may suspect was not an exceptionally acute judge of the Fuehrer's moods, Hitler seemed in high good humor. Apparently having in mind the recent relief of Lieutenant General Neil M. Ritchie as commanding general, British Eighth Army, in North Africa, Hitler joked about what he saw as a peculiarly British tendency "to saw off every general for whom things do not go exactly right."19 At 0900 he reboarded his aircraft, and by 1200 he was back at the Wolfsschanze.


The day was gratifying for Bock. He could assume he had the Fuehrer's full confidence, and the reports from the front registered nothing but successes. In only occasional light rain, XXXXVIII Panzer Corps was making its final push to the Don, with just a few miles left to go. The pocket west of the Oskol was almost closed at Staryy Oskol. Sixth Army was pursuing an enemy who was not making even a pretense of coherent resistance. After the day's reports were in, Bock sent a teletyped message to Weichs and Paulus. The opening sentence read, "The enemy opposite Sixth Army and Fourth Panzer Army is defeated." For Paulus, he included an order to turn XXXX Panzer Corps east to cover Fourth Panzer Army's right flank. It would then drive to Korotoyak on the Don and Ostrogozhsk on the Tikhaya Sosna River. Paulus, Bock added, was to swing the infantry on XXXX Panzer Corps' right flank east and southeast to clear the line of the Tikhaya Sosna upstream from Ostrogozhsk.20 In the morning, on learning that Paulus had all of XXXX Panzer Corps headed due east, Bock ordered him to divert 23d Panzer Division to the northeast toward Hoth's flank.21

"Stampede to Voronezh"

The offensive was rolling at full speed on the ninth day, 5 July. The XXXXVIII Panzer Corps had three solid bridgeheads across the Don in the morning, one reaching to within two miles of Voronezh. The XXXX Panzer Corps was bearing in on Ostrogozhsk and approaching Korotoyak. Bock, seeing himself as master of the battlefield, issued Directive 2 for Operation BRAUNSCHWEIG. In part it read:

The enemy has not succeeded in organizing a new defense anywhere. Wherever he was attacked his resistance collapsed quickly and he fled. It has been impossible to discern any purpose or plan in his retreats. At no point thus far in the campaign in the East have such strong evidences of disintegration been observed on the enemy side.22

Specifically, the object was "to exploit the present condition of the Soviet Army for the furtherance of our operations and not to permit the defeated enemy to come to rest." Sixth Army was to "stay on the enemy's heels," and Armeegruppe Weichs was to release Fourth Panzer Army "at the earliest possible time" and put it at the disposal of the army group.23

While Bock was preparing to continue what he considered to be his display of virtuosity, his performance was being judged differently in the OKH and at Fuehrer Headquarters. Hitler and Halder believed that turning 23d Panzer Division north was a waste of time and effort. Both thought Bock and Hoth were launched on a mindless "stampede" toward Voronezh. Hitler, moreover, querulously asked Halder to find out why XXXX Panzer Corps had not yet reached the Don. Bock's high-handed reply that much of the reason why was the firing of the two best generals in the corps because of the Reichel affair probably did not


improve the atmosphere at the upper levels.24

During the evening, the OKH liaison officer with Fourth Panzer Army raised another doubt. (Liaison officers were attached to every army headquarters, and they reported independently to Hitler via the OKH.) The officer, a general staff major, radioed, "Coup de main at Voronezh has failed. 24th Panzer Division opposed by strong enemy south of the city. Grossdeutschland also strongly opposed in its bridgehead. Concerted attack being planned for tomorrow." The reality was not quite so dramatic. On the outskirts of Voronezh, the 24th Panzer Division's lead elements had encountered Soviet troops and workers' militia with mortars but no artillery and only a few tanks. Grossdeutschland Division was having to beat down some resistance to expand its bridgehead.25 At Fuehrer Headquarters, however, the liaison officer's message raised a vision of street-fighting and a debilitating battle for the city, and Hitler thereupon forbade using the "fast" divisions, Grossdeutschland or 24th Panzer, and instructed Bock and Hoth to leave Voronezh to less valuable divisions.26

One more day brought BLAU I/BRAUNSCHWEIG to a superficially glorious and profoundly anticlimactic conclusion. Voronezh was taken on the 6th with hardly a shot having to be fired. The 24th Panzer Division patrols ranged through the streets in the morning without seeing an enemy. A motorcycle battalion from the 3d Infantry Division did the same in the afternoon. In acrimonious telephone calls to Halder, Bock asked permission to occupy the city, which Hitler granted late in the day.

By then the Germans had had another, greater surprise: Southwest Front was retreating all along the Sixth Army front on the Tikhaya Sosna River even though the army was stopped on most of its line west of Ostrogozhsk. No one knew for certain what this highly untypical Soviet behavior meant, but if the Russians were in full retreat, it was time to be heading south. That, however, was to have been Fourth Panzer Army's job, and Hoth's panzer divisions and the Grossdeutschland Division were still at Voronezh and north of it. Paulus only had one panzer division and one motorized infantry division.

The victory was turning sour, and the whole offensive was on the verge of being thrown into disarray. While Bock and Halder exchanged "enervating" telephone calls, Hitler talked about every hour being important, and Keitel showered "ill judged" pronouncements on all. Halder longed for "time to contemplate quietly and then give clear orders." He also believed he knew the cause of the problem--Bock's generalship: Bock, Halder concluded, had let himself be taken in tow by Hoth and had piled too much of his armor into the north flank.27

A Strategic Retreat

The Soviet Dilemma

While the Germans were finding their success awkward, the Soviet forces were running more deeply into



genuine trouble. On 2 July, the best initial move seemed to be to bring Bryansk Front's still powerful armor into play against the enemy spearhead aimed for Voronezh. To do that, the front was able to gather, under Headquarters, Fifth Tank Army, five tank corps (the army's two plus I and XVI and VII Tank Corps from the Stavka reserves) and eight rifle divisions. This brought together about six hundred tanks, at least twice the number of Hoth's two panzer corps. But Golikov's departure to Voronezh and, apparently, a drop in confidence in him and his staff in Moscow created a hiatus in command. Kazakov says the General Staff and the Stavka took over on the night of 3 July and issued orders directly to Fifth Tank Army. The next day, Kazakov adds, General Vasilevskiy, who had become chief of the General Staff, came in person, explained the mission to the army staff "in very cautious terms," and departed again (on the 5th) before the counterattack began.28 Vasilevskiy maintains that he and the Stavka had to intervene because Bryansk Front was not giving any orders. According to Kazakov, only Golikov could make decisions concerning the counterattack, and he was away at Voronezh.29

The 4th through the 6th of July were days of high crisis in the Soviet Command, which, no doubt, accounts for


Vasilevskiy's abrupt coming and going at Bryansk Front. The Soviet literature is more than usually sparing in its treatment of the decisions taken at this stage. Nevertheless, it leaves a clear impression that Stalin, the Stavka, and the General Staff saw themselves as having to deal with a dangerous tactical surprise that confirmed their previous strategic estimates, specifically, that the march on Moscow had begun. In one version of his memoirs, Vasilevskiy said that the Stavka, in considering Voronezh as a possible German objective, "believed the subsequent development of the offensive would not be to the south, as actually occurred, but to the north, in a deep encirclement of Moscow from the southeast."30 Consequently, the primary Soviet strategic concern was directed to the area north and northeast of the line Kursk-Voronezh. Although the prospect of a successful deception had appeared vastly diminished after the Reichel affair, Operation KREML, had continued and the OKW had announced, on 1 July, that an offensive had begun "in the southern and central sectors" of the Eastern Front.31 (The History of the Second World War describes both as having been important in the German scheme but does not attribute any significance to them from the Soviet standpoint.)32

Against a drive on Moscow, the Soviet Command, apparently, saw itself as having two strong trumps still to play: the Orel offensive and the Fifth Tank Army's counterattack. These could change the picture swiftly and mightily. They would, in fact, do that, but not in the way expected.

General Zhukov, whose West Front initially had a share in the Orel operation, had taken it over entirely after Bryansk Front was hit. On 5 July, three of his armies, Tenth, Sixteenth, and Sixty-first, hurled a massive attack against the Second Panzer Army line from north of Orel to Kirov. Second Panzer Army, which had not anticipated such earnest evidence of its status as a threat to Moscow, was shaken but, with much luck, managed to bring the attack to a standstill within a day and, thereby, to give the impression of much more strength than it actually had.33

Owing to the mix-up at the higher levels, responsibility for planning and executing Fifth Tank Army's counterattack fell almost entirely to the army commander, General Lizyukov, and his staff. Lizyukov had been one of the first officers to win the decoration Hero of the Soviet Union in the war, and he was, Vasilevskiy says, "a very energetic and determined" commander, but neither he nor his staff were experienced in leading large armored forces.34 In Kazakov's account, Lizyukov coordinated his tanks, artillery, and Shturmovik air support "weakly" and gave his corps commanders their instructions in superficial map briefings that they, in turn, repeated to their subordinate commanders.35


By the time the tank army went into action on the 6th, it was already too late to save Voronezh. Moreover, Lizyukov and his corps commanders, unable to manage a quick thrust, reverted to tactics of attrition that were highly inconvenient to the enemy but more costly to themselves. During the day, 9th Panzer Division smashed two of the tank army's brigades in a single encounter.36

On the 6th, the Soviet Command faced a dilemma. The prospects of halting a thrust toward Moscow in the first stage were evaporating. In fact, the attempts seem to have disclosed greater enemy strength than had been anticipated. On the other hand, the actual situation was worse on the south flank than in the center. Southwest Front was dislodged, floating loose between the Donets and the Don, and being shoved into and behind the flank of its neighbor, South Front. Under these two pressures, the Stavka, for the first time in the war, ordered a strategic retreat. Unlike the previous year, when armies and fronts had been riveted in place regardless of the consequences, the whole south flank was allowed to pick up and pull out to the east.

The History of the Second World War gives the date of the decision as 6 July and says the retreat started on the night of the 7th. German Sixth Army, however, observed a general withdrawal in full swing during the day on the 6th, which leaves open the possibilities that the decision was made earlier or that it was not as deliberate as the Soviet accounts present it. A captured officer from Southwest Front's Twenty-first Army had told his interrogators on the 2d that by then control had slipped entirely from the army's command.37

The actual order must be pieced together from a half-dozen sentences in three sources. The History of the Second World War, while it is specific as to time, merely says that the Stavka undertook to "extricate" Southwest and South Fronts "from the enemy's blows."38 The History of the Great Patriotic War states that Southwest Front and the right flank of South Front were ordered to withdraw to the line of Novaya Kalitva (on the Don)-Popasnaya (on the Donets), a distance of roughly 60 miles (100 kilometers), and dig in there.39 The Popular Scientific Sketch states, " . . Supreme Headquarters ordered Southwest and South Fronts to retreat to the Don. . . ."40

The decision to retreat did not apply in the Voronezh area or anywhere to the west and north. Golikov had orders to clear the enemy off the entire east side of the Don "at all costs" and to establish a solid defense on the river "in the whole sector."41 On the 7th, Golikov's three armies became Voronezh Front, and General Rokossovskiy, who had been one of Zhukov's best army commanders during the winter, was appointed to command Bryansk Front. Golikov had with him as Stavka representatives, General Vatutin, the deputy chief of the General Staff, and Army Commissar Second Rank P. C. Stepanov, the chief air force commissar. General Vatutin was designated to take


over the front command and would do so in a week.42 Zhukov's Orel offensive ran for five days and then stopped as abruptly as it had begun. Lizyukov was killed on 24 July while fighting to beat off German efforts to improve their line that apparently the Russians had taken as having had farther reaching objectives.43

"BLAU II Is Dead"

That the Soviet Command might go over to a flexible defense was not exactly a surprise to the Germans. They had talked about it as a possibility since WILHELM and FRIDERICUS II and during BLAU I, which, for all its apparent success, produced a disappointing bag of 70,000 prisoners. Bock had told Hitler on 3 July that the Russians were "gradually getting smart" and had learned to evade encirclements.44 Nevertheless, the entire BLAU concept had assumed a repeat of the Russians' 1941 performance. BLAU's small, tight, deliberate envelopments were fine against an enemy who stayed put, but one inclined to disappear over the far horizon required different handling not easily administered by demotorized infantry and rebuilt armor.

This was the Germans' problem, but to deal with it, they had to believe it really existed, and on that they could not make up their minds.45 Halder could not see Southwest and South Fronts' abandoning defenses they had worked on for half a year without a fight. Hitler, going by foreign news reports, was "inclined" to think the Russians might be attempting an "elastic" defense, but apparently saw no profound implications in that.46 Bock came closest to the point in a teletyped message he sent to Halder on the afternoon of the 8th. In it he said BLAU II was "dead"; if the armies maneuvered as they were required to under existing plans, they would "most likely strike into thin air"; therefore, the OKH needed "to consider" what the objectives ought to be and, in particular where the armored forces should go.47

Bock would have to wait for his answer. The Soviet retreat, whatever else it might yet do, had at its outset created a monumental distraction. In the week after 6 July, almost the whole German command effort was absorbed by the accelerating pace of the offensive. To switch the main effort from north to south, Bock ordered Headquarters, Fourth Panzer Army, XXXXVIII Panzer Corps with 24th Panzer Division and Grossdeutschland, and XXIV Panzer Corps with 3d and 16th Motorized Infantry Divisions away from Voronezh. On reaching the vicinity of Rossosh-Novaya Kalitva, Hoth was also to pick up and take command of VIII Corps and XXXX Panzer Corps on Sixth Army's left flank. The latter two corps were already in motion south, toward the headwaters of the Derkul and Kalitva rivers. The others



would first have to cross 110 miles of previously occupied territory on their own tracks and wheels. On the 6th, the OKH had transferred First Panzer Army, which was in the midst of refitting its panzer divisions, to the Coastal Staff Azov. To List it had given orders to have First Panzer Army ready to start on the 12th. These had been canceled within hours, and List then had been told to get First Panzer started on the 9th, at which time the Coastal Staff would become Army Group A.48 Bock, who had not been consulted, had observed wryly that the battle was now "sliced in two."49

By the 9th, when the second phase went into full swing, the offensive was a good two weeks ahead of its projected schedule and nearly as much behind in terms of current readiness. The 23d Panzer Division, after having run out of motor fuel two or three times, was just catching up to Sixth Army; 24th Panzer Division and the Grossdeutschland Division were stopped halfway between Voronezh and Novaya Kalitva, waiting to be refueled; and the 3d and 16th Motorized Infantry Divisions could not depart from Voronezh until infantry divisions arrived to relieve them. First Panzer Army had to lead off with its infantry. The panzer divisions were still in bivouac areas thirty or forty miles behind the front. Hitler, moreover, had begun to worry about a


British landing in the West and was holding back Army Group A's best equipped motorized division, the SS Leibstandarte "Adolf Hitler," for transfer to the Channel coast.

Strike at Millerovo

Meanwhile, BLAU II was all but dead, and it had no successor. First Panzer Army put its right flank in motion on the morning of the 9th with instructions to strike across the Donets at Lisichansk, then veer sharply north, crossing the Aydar River at Starobelsk, and meet Fourth Panzer Army at Vysochanovka. The assumption was that Sixth Army would tie the enemy down north and west of Vysochanovka and so set the scene for an envelopment from the south.50 First Panzer Army, if it held to the assigned course, would likely run into Sixth Army's left flank about the time it reached Starobelsk.

During the day on the 9th, it became apparent that while First Panzer Army would probably be across the Donets in another twenty-four hours, Sixth Army, with nothing ahead of it but long columns of Soviet troops heading east, would by then have passed the line of the Aydar from Starobelsk north, and XXXX Panzer Corps would be well south of Vysochanovka. Obviously there was no point in having First Panzer Army continue past Lisichansk on its assigned course, and in the early morning hours on the 10th, the OKH issued a new directive which, in its general concept, reverted to the BLAU II plan. First Panzer Army was to head due east past Lisichansk toward Millerovo. Fourth Panzer was to aim its right flank at Millerovo, its left at Meshkovskaya between the Don and upper Chir, and to take a bridgehead on the Don at Boguchar as a springboard for a subsequent thrust left of the Don toward Stalingrad.51

On the morning of the 11th, Hoth had command of XXXX Panzer Corps and VIII Corps, which were heading south and east, but XXXXVIII Panzer Corps and XXIV Panzer Corps were strung out behind. The Grossdeutschland Division and 24th Panzer Division were stalled, as they had been for two days, in the valley of the Tikhaya Sosna waiting to be refueled, and the two motorized divisions were still at Voronezh, where Soviet counterattacks and the inexperience of the infantry, mostly "young" troops sent to relieve them, slowed their disengagement. During the day, the 29th Motorized Infantry Division passed through Boguchar, and the OKH dropped the idea of taking a bridgehead after the division reported the bridge there over the Don destroyed. The offensive was now moving over open steppe in searing heat and choking clouds of fine dust. First Panzer Army reached the Aydar River during the day, and Seventeenth Army reported the enemy pulling away from its north flank.

After 2400, fresh OKH orders came in over the teletype machines at Army Groups A and B. First Panzer Army was to aim its left flank at Millerovo, its right toward the Donets crossing at Kamensk-Shakhtinskiy. Bock was to put all the forces he "could lay hands on" into a drive via Millerovo (which


Fourth Panzer Army's advance elements reached during the day) to Kamensk-Shakhtinskiy and finally to the confluence of the Donets and the Don. He was to use any remaining strength to provide flank cover on the east and to "create conditions for an advance to Stalingrad." To Bock's protests that this was going to create a useless pileup of First and Fourth Panzer Armies' armor around Millerovo and scatter his other panzer divisions "to the winds," the OKH replied that his mission was now in the south. Halder further admonished General Greiffenberg, Bock's chief of staff, by telegram "to avoid any unnecessary commitment of mobile forces toward the east." Fourth Panzer Army, he added, had to be ready "at any time" to turn southwest and strike behind the Soviet forces holding north of Rostov.52

From "a variety of reports," the OKH believed the Russians were going to make a stand on the line Millerovo-Kamensk-Shakhtinskiy-Rostov.53 Bock knew differently, and after grumbling about it to himself for a day, he could not resist telling Halder so in a telegram on the morning of the 13th. The enemy ahead of Fourth and First Panzer Armies, he said, was retreating to the east, southeast, and south, particularly the south. An operation centered on and past Millerovo would to some extent plow into the midst of the Soviet columns but would not accomplish a substantial encirclement. The place for Fourth Panzer Army's right flank to go was to Morozovsk, seventy-five miles east of Kamensk-Shakhtinskiy. There it might still catch some of the enemy, and from there it could turn either southwest or east as conditions required.54

Bock Goes Home

By then, the same or similar conclusions were beginning to come to mind at Fuehrer Headquarters--with consequences for Bock that he had not anticipated. Hitler opened the afternoon situation conference with "expressions of utmost indignation" over the delays in getting 23d and 24th Panzer Divisions and the Grossdeutschland Division headed south. He also suddenly recalled that back in May, Bock had originated the "unfortunate proposal" to oppose the Soviet attack south of Kharkov frontally instead of pinching off the gap at Izyum.55 In an hour, a message was on the wire transferring Fourth Panzer Army to Army Group A and telling Bock to turn over the Army Group B command to Weichs.

Over the telephone, Keitel "advised" Bock to report himself sick and added that Army Group B was now "practically shut down" anyway. To Bock's question why he was being dismissed just when he "presumed" he had produced a great success, Keitel said it was because the mobile divisions were too slow coming away from Voronezh, and their fuel supplies were "not in order." When Bock protested that his dispositions around Voronezh had been "clear as the sun" and pointed out that the OKH, not the army group, was responsible for the motor fuel supplies, Keitel urged him not to "make a racket right now." Things were not irreparable, he


said, and there would be time later to straighten them out. For the moment, though, he hurriedly added, any kind of discussion with the Fuehrer was out of the question.56

Later it would appear that the most consequential charge to be raised against Bock was that he had involved too much armor on the advance of Voronezh and thereby delayed the turn south. At the time, however, even Halder, who was the first to raise it, saw it as, at most, a tactical blemish, not as a major failing. As of 13 July, Hitler, in particular, with his armies seemingly on the edge of their greatest victory, had no compelling reason to resurrect the irritations of the past two weeks unless he was responding to some far more deep-seated impulse. One possibility is that he had become uneasy as he saw the enemy repeatedly slip from his grasp. The haul of prisoners, 88,000 thus far, was relatively low, and the unexpected Soviet retreat had unhinged his plans, but his subsequent actions indicate that his premonitions, if any, could not have been very strong. The 13th was for him a day of minor misgivings and great opportunity. In getting rid of Bock, he was not disposing of a failed general but of a rival in credit for the victory.

Weichs caught a glimpse of that the first time he went to Fuehrer Headquarters as commanding general, Army Group B. Talking to Schmundt, he suggested that Hitler be persuaded to take notice of Bock's accomplishments in some form "for the sake of public opinion and troop morale." Schmundt replied that Hitler would never do any such thing because he had developed "a distinct antipathy for Bock." On the same occasion, in talking to the Reich press chief, Weichs learned that Hitler would not allow the General Staff to be mentioned in newspaper articles about himself because he believed it detracted from his image and his military reputation.57

On 15 July, Bock relinquished his command and, having been told his presence at Fuehrer Headquarters would not be welcomed, went to Berlin. He would divide his time between there and his estate in East Prussia for the rest of the war, brooding about his downfall, searching for the reason, and more than half hoping the cloud would one day lift and the Fuehrer would find employment for him again.


Table of Contents ** Previous Chapter (XV) * Next Chapter (XVII)


1. Maximilian Freiherr von Weichs, Tagesnotizen, Band 6, Teil I, p. 1, CMH X-1026 file.

2. A0K 2, Ia Kriegstagebuch, Teil VI, 28 Jun 42, AOK 2 23617/2 file.

3. Kazakov, "Na voronezhskom napravlenii," p. 34.

4. AOK 6, Ia Kriegstagebuch Nr. 12, 29 Jun 42, AOK 6 2394811 file.

5. Ibid, 30 Jun 42.

6. Kazakov, "Na voronezhskom napravlenii," pp. 34-36; IVMV, vol. V, p. 150.

7. Kazakov, "Na voronezhskom napravlenii," p. 36.

8. Bock Diary, Osten II, 1 Jul 42.

9. AOK 2, Ia Kriegstagebuch, Teil VI, 1 Jul 42, AOK 2 23617/2 file.

10. AOK 6, Ia Kriegstagebuch Nr. 12, 1 Jul 42, AOK 6 2394811 file; Kazakov, "Na voronezhskom napravlenii," p. 37.

11. Bock Diary, Osten II, 1 Jul 42.

12. AOK 6, Ia Kriegstagebuch Nr. 12, 1 Jul 42, AOK 6 22855/1 file.

13. Kazakov, "Na voronezhskom napravlenii," p. 38.

14. IVMV, vol. V, p. 151; Vasilevskiy, Delo, p. 220; Kazakov, "Na voronezhskom napravlenii," p. 39.

15. Vasilevskiy, Delo, p. 220.

16. Bock Diary, Osten II, 21 Mar 43.

17. Ibid., 2 Jul 42.

18. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 2 Jul 42, H. Gr. A 75126/1 file.

19. Bock Diary, Osten II, 3 Jul 42.

20. H. Gr. Sued, Ia Nr. 1934/42, an AOK 6, und A. Gr. Weichs, 3.7.42, AOK 6 30155/39 file.

21. AOK 6, Ia Kriegstagebuch, Nr. 12, 4 Jul 42, AOK 6 22355/1 file.

22. H. Gr. Sued, Ia Nr. 1950/42, Weisung Nr. 2 zur Operation "BRAUNSCHWEIG," 5.7.42, AOK 6 30155/39 file.

23. Ibid.; H. Gr. Sued, Ia Nr. 1956/42, 5.7.42, AOK 6 30155/39 file.

24. Halder Diary, vol. III, p. 473; Bock Diary, Osten II, 5 Jul 42.

25. AOK 2, Ia Kriegstagebuch, Teil VI, 5 Jul 42, AOK 2 23617/2 file.

26. Bock Diary, Osten II, 5 Jul 42.

27. Halder Diary, vol. III, p. 475.

28. Kazakov, "Na voronezhskom napravlenii," p. 39.

29. Vasilevskiy, Delo, p. 220; Kazakov, "Na voronezhskom napravlenii," p. 39.

30. A. M. Vasilevskiy, "Delo vsey zhizni," Novy Mir, 5 (1975), 251. While the excerpts printed in Novy Mir are otherwise identical with the book, this passage does not appear in the book (See Delo, p. 219).

31. OKW KTB, vol. II, p. 73.

32. See IVMV, vol. V, p. 243.

33. Pz. AOK 2, Ia Kriegstagebuch Nr. 2, Teil IV, 5-7 Jul 42, Pz. AOK 2 28499/4 file; Zhukov, Memoirs, p. 375. See also IVMV, vol. V, p. 243, which implies that the purpose of the offensive was to draw away German reserves, and Bagramyan, Tak shli my k pobede, p. 141, who says the purpose was to prevent the enemy from using Army Group Center as a reservoir of reinforcements for the offensive in the south.

34. Vasilevskiy, Delo, p. 221.

35. Kazakov, "Na voronezhskom napravlenii," p. 40.

36. Bock Diary, Osten II, 6 Jul 42.

37. IVMV, vol. V, p. 152; AOK 6, Ia Kriegstagebuch Nr. 12, 2 and 6 Jul 42, AOK 6 22855/1 file.

38. IVMV, vol. V, p. 152.

39. IVOVSS, vol. II, p. 421.

40. VOV, p. 148f.

41. IVMV, vol. V, p. 152.

42. Ibid., p. 152; Vasilevskiy, Delo, p. 223.

43. Pz. AOK 2, Ia Kriegstagebuch Nr. 2, Teil IV, 10 Jul 42, Pz. AOK 28499/4 file; Vasilevskiy, Delo, p. 222; Rokossovskiy, Soldier's Duty, pp. 120-22.

44. Bock Diary, Osten II, 3 Jul 42.

45. The first documented evidence of the retreat Army Group South had was an order of the day signed by Timoshenko, captured on 12 July, that instructed commanders to evade encirclements and not to make it a point of honor to hold their positions at all costs. (Apparently, some Soviet commanders also did not comprehend what was going on.) H. Gr. A, Ia Nr. 317/42, an Pz. AOK 1, 12 Jul 42, Pz. AOK 1 24906/1 file.

46. Halder Diary, vol. III, p. 475.

47. Bock Diary, Osten II, 8 Jul 42.

48. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 6 Jul 42, H. Gr. A 75126/1 file.

49. Bock Diary, Osten II, 5 Jul 42.

50. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 7 Jul 42, H. Gr. A 75126/1 file; Pz. AOK 1, Ia Kriegstagebuch Nr. 8, 7 Jul 42, Pz. AOK 124906/16 file.

51. Ibid., 10 Jul 42.

52. Bock Diary, Osten II, 12 Jul 42.

53. Halder Diary, vol. III, p. 478.

54. Bock Diary, Osten II, 13 Jul 42.

55. Halder Diary, vol. III, p. 480. See p. 275f.

56. Bock Diary, Osten II, 13 Jul 42.

57. Maximilian von Weichs, Nachlass des Generalfeldmarschalls Freiherr von Weichs, Band 6, 15 Jul 42, CMH X-1026 file.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation