Chapter XVII
Hitler's Grand Design

"A Certain Crisis"

BLAU II/CLAUSEWITZ, such as it had been, came to an end between 13 and 15 July under clouds and in oppressive heat broken by intermittent rainstorms that settled the dust over the moving columns but turned the ground beneath them to mud. Within a 25-mile radius of Millerovo, First and Fourth Panzer Armies' tanks hit line after line of Soviet columns headed east. In the melee, some were dispersed and some smashed. Others slipped through or veered south away from the onslaught. During the day on the 15th, First Panzer's 14th Panzer Division and Fourth Panzer's 3d Panzer Division met south of Millerovo thereby technically completing the encirclement, but they did not form a pocket. With gaps in all directions, the armies were slicing through, not enveloping, the enemy. (Map 31.) Fourth Panzer Army reported 21,000 prisoners taken, First Panzer did not stop to count. It certainly took as many, and it may have taken two or three times as many; nevertheless, the greater part of the potential catch escaped. The most remarkable capture was twenty-two trainloads of American and British lend-lease tanks and supplies taken on the railroad between Millerovo and Kamensk-Shakhtinskiy.1

Tactically, what Field Marshal Bock had predicted was happening; Army Group A was developing a knot of mostly superfluous armored muscle around Millerovo and on a line to the south. Shoulder to shoulder, First and Fourth Panzer Armies were punching into thin air. Twenty-fourth Army, South Front's reserve army, made a feeble and short-lived attempt to stand at Millerovo on the 13th. Southwest Front which had its headquarters east of the Don, had lost control of its armies. They were turned over to South Front, but after the Germans reached Millerovo it had troubles enough of its own and did not succeed in establishing contact with any of them except Ninth Army.2 One thing the German armies did have was command of the field, and that at a low price. After better than two weeks in action, General Hoth, the commander of Fourth Panzer Army, rated the condition of his motorized and panzer divisions and the Grossdeutschland Division as very good. Their main deficiencies were mechanical breakdowns and fuel shortages. General Kleist put First Panzer Army, after six days, at 30 percent of its optimum efficiency, but it had started at below 40 percent because most of its troop and equipment replacements


Map 31
14-31 July 1942


were still en route from Germany.3

New Missions

Late in the night on 13 July, Army Groups A and B received orders "for continuing operations on the lower Don." The objective would be to prevent South Front and whatever was left of Southwest Front from escaping by closing the line of the Don down to Rostov. BLAU II had died, and BLAU III was forgotten. The orders did not mention Stalingrad, the original BLAU III objective. The whole offensive was to be reoriented to the south and somewhat to the west to accomplish one grand encirclement inside the great bend of the Don. Field Marshal Keitel, chief of the OKW, had not exaggerated when he had told Bock that Army Group B was being shut down. Sixth Army's missions would be to establish a front on the Don from northeast of Meshkovskaya to Pavlovsk and to turn over all units not needed to do this to Fourth Panzer Army. First Panzer Army was to turn south, cross the Donets at Kamensk-Shakhtinskiy, and bear in on Rostov from the northeast. Fourth Panzer Army, running parallel to First Panzer east of the Donets, would keep its main weight on its right flank, but (as Bock had proposed) would let its left sweep east to Morozovsk. From the line between Kamensk-Shakhtinskiy and Morozovsk, it would drop south to the Don, take bridgeheads at Konstantinovskiy and Tsimlyanskiy, and prepare to run along the south bank of the Don westward toward Rostov.4

A day later, Hitler shifted the Fuehrer Headquarters from East Prussia to Vinnitsa in the western Ukraine. This Fuehrer compound at Vinnitsa, code-named Werwolf, in contrast to the fortress-like Wolfsschanze, consisted, except for two concrete bunkers, of prefabricated wooden buildings erected in a patch of pine forest half-a-dozen miles outside the town. General Halder, chief of the General Staff, and the OKH occupied quarters in Vinnitsa. The move appeared to lend emphasis to a statement in the orders of the 13th in which Hitler assigned control of the offensive to Headquarters, Army Group A "subject to my directives." Actually, he could have exercised just as close supervision from Rastenburg as from Vinnitsa. The Werwolf, however, did not place him symbolically on the battlefield and, as he liked to claim, at the head of his troops, which possibly enhanced his psychological leverage and undoubtedly would give him a personal claim to the victory when it came.

Coincident with the move to the Werwolf Hitler released a strategic directive written four days earlier, Directive 43 for Operation BLUECHER. It gave Eleventh Army the mission of crossing the Kerch Strait to the Taman Peninsula, from which it was to take the Soviet naval bases at Anapa and Novorossiysk and to strike along the northern fringe of the Caucasus to Maykop. General Manstein, the army's commander, was



to be prepared to execute BLUECHER in early August.5

Stalingrad Front

For the Stavka, the German entry into the great bend of the Don opened the contest for Stalingrad regardless of what Hitler's intentions for the moment might be. The Popular Scientific Sketch says, "Already in mid-July 1942, the Soviet leadership had discerned the enemy's aim to advance to the Volga in the Stalingrad area to occupy this important strategic point and at the same time, seize the country's largest industrial region. On 14 July, a state of war was declared in the Stalingrad area."6

Whether the Soviet leadership had altered its fundamental assessment of German strategy, however, remains in doubt. Stalin's official biography published in 1949, undoubtedly written with his approval and possibly with his help, maintains, "Comrade Stalin promptly divined the plan of the German command. He saw that the idea was to create an impression that the seizure of the oil regions of Groznyy and Baku was the major and not the subsidiary objective of the German summer offensive. He pointed out that, in reality, the main objective was to envelop Moscow from the east. Consequently, the biography continues,


he anchored the defense on Stalingrad.7 It appears that again, as he had earlier in the month, Stalin drew the best possible conclusion for the long-term from a mistaken premise.

On 12 July, the Stavka created the Stalingrad Front, using Marshal Timoshenko's Headquarters, Southwest Front, and three reserve armies, Sixty-second, Sixty-third, and Sixty fourth, plus what was left of the former Southwest Front's Twenty-first Army. Timoshenko's mission was to defend the left bank of the Don from Pavlovsk to Kletskaya and, from Kletskaya south, to hold a line inside the Don bend to the point at which the river turned west forty miles east of Tsimlyanskiy. North Caucasus Front's Fifty-first Army was stationed on the river's left bank between Stalingrad Front's flank and the Sea of Azov.8

The armies were far from being in full-fighting trim. General Leytenant V. I. Chuikov, acting commanding general of the Sixty fourth Army, stopped at Headquarters, Twenty-first Army on the 15th and observed that although it was supposedly defending the Don between Kletskaya and Serafimovich it was "living on wheels," that is, operating out of trucks and vehicles as if to be ready to pick up and move at any moment. A day later, his own army, which was assigned to the southern half of the front inside the Don bend, was only beginning to detrain between the Volga and the Don. Another week would pass before all of it arrived. His neighbor on the north, Sixty-second Army, was in position and, in accordance with orders from the front, had a picket line on the Chir River, but it was keeping its headquarters well behind the Don, fifty miles from the troops.9

Stalingrad Bypassed

For the moment, Stalingrad Front had almost as little bearing on the Germans' real concerns as Voronezh Front had had a week before. Hitler's attention and the efforts of his generals were directed elsewhere.

South of the Donets, opposite Seventeenth Army's center and right flank, South Front held tight to its original positions until the 15th, when it began to pull away from Voroshilovgrad to the southeast. Seventeenth Army was ready to attack, but the day before, Field Marshal List, the commander of Army Group A, had told General Ruoff, the army's commander, to wait until the pocket was closed on the east between the lower Donets and Rostov. By 1200 on the 16th, South Front's right flank was clearly in full retreat, and List, after giving Ruoff permission to let infantry follow, scheduled the general attack for the morning of the 18th. Ruoff believed that even though the Russians appeared to be standing firm on the southern half of the front in their heavily fortified line on the Mius River, he was not going to catch many of them if he waited another day and a half. The infantry advancing along the south bank of the Donets was hardly seeing a trace of the enemy. When it took Voroshilovgrad on the 17th the city was empty.10


In the Don bend, all the Sixty-second and Sixty-fourth Armies were to see for some days after the 15th were stragglers, not just single soldiers but frequently whole staffs--thirsty, dirty, and demoralized--coming out of the west over the steppe.11 The Germans were not all that far away, forty to fifty miles, but Sixth Army had slowed down, and General Paulus, the commander of Sixth Army, was dutifully turning his attention north toward the Don. And Fourth Panzer Army was running due south, parallel to the Soviet line that was forming off its left flank. By 1200 on the 16th, Fourth Panzer Army's tanks were in Tatsinskaya and Morozovsk, and before nightfall, Hoth had a spearhead standing at Tsimlyanskiy on the Don. By then, First Panzer Army was across the Donets and headed toward Rostov. During the day on the 17th, advance detachments of two of Paulus' divisions after meeting only light resistance entered Bokovskaya on the upper Chir River.12 The appearance of the Germans on the Chir on 17 July is taken in the Soviet literature as the beginning of the defensive battle for Stalingrad.13

An encirclement was forming on the lower Don, but an eighty-mile stretch of the river from the confluence of the Donets to the Gulf of Taganrog was still open, and to reach the crossings, particularly at Rostov, the Russians in the pocket had shorter distances to go than did the Germans. Hitler was determined not to let the quarry escape although there was reason to suspect it had in part already done so. On the night of the 17th, disregarding Halder's protest that all he would accomplish would be to create a useless pileup of armor, Hitler set all of List's armies on the shortest courses to Rostov. He instructed List to stop Fourth Panzer Army at Tsimlyanskiy and Konstantinovskiy and to turn it west along the north bank of the Don. Ruoff was to shift Seventeenth Army's attack, which had not yet started, fifty miles south, from the upper Mius to the coast just north of Taganrog. When List and Ruoff both objected that while the distance to Rostov was somewhat shorter, the regrouping would waste three or four days, Colonel Heusinger, the OKH operations chief, said he shared their opinion, but the Fuehrer had given the order "and it is not to be supposed that he will alter his decision."14

Hitler included in the night's dispatches, also, an order to Army Group B. Sixth Army's mission would remain as it had been, to cover the flank on the Don, but it would be expanded. The two divisions whose advance detachments had reached Bokovskaya during the day would press on to the east, "advance detachments ahead!," occupy the whole northeastern quarter of the Don bend, and "by gaining ground in the direction of Stalingrad make it difficult for the enemy to build a defense west of the Volga."15


Encirclement at Rostov

While the orders were being written in Vinnitsa, it was raining in the great bend of the Don, not just in local showers but as a continuous downpour that had begun in the early afternoon. The rain lasted through the night and the entire next day. No motor vehicles moved. The panzer divisions were "paralyzed." Seventeenth Army's redeployment could not begin, and Sixth Army's drift along the Don came to a standstill. The only significant change reported came from the Grossdeutschland Division that reached the lower Donets with its infantry and put some troops across. Hitler's mood matched the weather. Halder and Heusinger were on the phone to all the armies repeatedly during the day on the 19th voicing the Fuehrer's impatience.16

In between times, they transmitted notices of impending changes in the army group's directives to List and General Weichs, the Army Group B commander, and their chiefs of staff. To Halder's professional relief--intermingled with personal annoyance at having had his advice to the same effect coldly ignored two days earlier--Hitler had decided to hedge on the Rostov encirclement.17 Hoth was to send four of Fourth Panzer Army's panzer and motorized divisions, including Grossdeutschland, toward Rostov along the north bank of the Don; but another four were to cross the river at Tsimlyanskiy and other places downstream to the mouth of the Donets "as fast and in as much strength as road conditions and fuel supplies in any way permit." Those four would strike east twenty-five miles to cut the Salsk-Stalingrad railroad and to take possession of the Sal River valley between Bolshaya Orlovka and Remontnaya. There they would position themselves "to proceed either southwest or west with the object of destroying forces the enemy has withdrawn south of the river."18

The greater change was in Army Group B's and Sixth Army's mission. Paulus was to leave light security on the Don and "take possession of Stalingrad by a daring high-speed assault." He would get as reinforcements from Fourth Panzer Army, the LI Corps with three infantry divisions, and XIV Panzer Corps with two motorized divisions and one panzer division.19 The LI Corps was northeast of Morozovsk and XIV Panzer Corps north of Millerovo. Their transfers were accomplished by shifting the Army Group B boundary south to the line Millerovo-Morozovsk and switching their heading from south to east.

The stage was set on the 20th for the last act around Rostov. Seventeenth Army finished regrouping north of Taganrog, and First Panzer Army's point, slowed a little by Soviet rear guards, crossed the Kundryuchya River forty-five miles north of the city. When Seventeenth Army jumped off the next morning against what had been the strongest sector of the whole Soviet south flank, the Russians were gone. They had pulled out during the night. After picking their way through minefields, Ruoff's lead divisions had



covered thirty miles to the western arc of the Rostov defenses, which had been considered exceptionally strong, by 1200 on the 22d and had broken through before dark. First Panzer and Seventeenth Armies both drove into the city on the 23d and secured it during the day after sporadic house-to-house fighting. In less than another twenty-four hours, Seventeenth Army, which had brought bridging equipment in its train, had parts of three divisions across the Don; and on the 25th, it had a five-mile-deep bridgehead on the south bank reaching past Bataysk.20

The Rostov pocket had never developed. At the last, nobody expected it to. First Panzer Army's tally showed 83,000 prisoners taken in the whole 200-mile drive, not anywhere near enough to have cut decisively into the Soviet Union's supply of manpower. Several months later a First Panzer Army souvenir history featured the Don bridgehead as the big achievement of the campaign thus far.21 Halder's expectation of a traffic jam at Rostov, however, was amply fulfilled. On the 25th, twenty divisions were standing within a fifty-mile radius of the city, most with nothing useful to do.

Fourth Panzer Army took bridgeheads


at Tsimlyanskiy, Nikolayevskaya, and Konstantinovskiy on the 21st and a day later had one at the mouth of the Sal River, taken by the Grossdeutschland Division. The two at Nikolayevskaya and Konstantinovskiy were joined on the 23d and expanded south twenty miles to Bolshaya Orlovka on the Sal, but Hoth was still short of being ready to make a long sweep to the west and south. Losing two corps headquarters and six divisions had weakened his flank on the east, and on the 22d, Hitler had also transferred Headquarters, XXIV Panzer Corps and the 24th Panzer Division to Sixth Army.22 The Germans were beginning to feel the effects of operating simultaneously in two directions.

On the Road to Stalingrad

Sixth Army, after a ten-day hiatus, had the strength to come back into the offensive in earnest. Its opposition in the Don bend was still weak, but it was increasing. Sixty-second Army had 6 rifle divisions, a tank brigade, and 6 independent tank battalions on its half of the line, and Sixty-fourth Army had 2 rifle divisions and a tank brigade. Between the Volga and the Don, Fifty-seventh Army was being reformed as the front reserve and the Headquarters, Thirty-eighth and Twenty-eighth Armies, together with those of their troops that had survived, were being used as cadres for building the First and Fourth Tank Armies. East of the Don, virtually the whole able-bodied population of Stalingrad was at work simultaneously building four concentric defense lines around the city. The Stavka had given Eighth Air Army, which was supporting Stalingrad Front, 10 air regiments with 200 planes. On the 23d, General Leytenant V. N. Gordov, who had been commanding general, Twenty-first Army and had nominally commanded Sixty-fourth Army for a few days, replaced Timoshenko as commander of Stalingrad Front.23 On that same day, Paulus submitted his plan to take the city. He proposed to sweep to the Don on both sides of Kalach, take bridgeheads on the run, and then drive a wedge of armor flanked by infantry across the remaining thirty miles.24

Sixth Army had been running into and over Sixty-second and Sixty-fourth Armies' outposts since the 17th without knowing it. On the 23d, it did notice a change when it hit their main line east of the Chir. The VIII Corps, on the north, encountered several Soviet rifle divisions in the morning, and those delayed its march east four or five hours. The XIV Panzer Corps, bearing in toward Kalach, reported 200 enemy tanks in its path and knocked out 40 during the day. (If the German tally after this date of the numbers of Soviet tanks was anywhere near accurate, more tank units must have been in the field than are given in the Soviet accounts.) On the 24th, VIII Corps cleared the northern quarter of the Don bend except for a Soviet bridgehead at Serafimovich and another around Kremenskaya and Sirotinskaya. To the south, as the daily report put it, Sixth Army "consolidated," because XIV Panzer Corps ran out of motor fuel and the infantry could not


make headway against stiffening resistance north and east of Kalach. The next day, while XIV Panzer Corps was still waiting to refuel, 60 Soviet tanks cut the road behind it, and 3d and 60th Motorized Divisions, the ones closest to Kalach, became entangled with 200 Soviet tanks. The army chief of staff told the army group operations chief, "For the moment a certain crisis has developed." At the day's end, XIV Panzer, LI, and XXIV Panzer Corps were ranged shoulder to shoulder on the Stalingrad axis, but the Russians were still holding a forty-mile-wide and twenty-mile-deep bridgehead from Kalach to Nizhne Chirskaya.25

Directive 45--Order No. 227

Hitler Divides His Forces

The battle for the line of the Don was joined everywhere downstream from Serafimovich on 25 July. Under the original BLAU concept, which had partially reemerged in the orders given during the previous week, the next stage would have been to establish a secure north flank anchored on the Volga at Stalingrad. During the day on the 25th, Directive 45 reached Army Groups A and B. It was entitled "for the continuation of Operation BRAUNSCHWEIG [BLAU]." However, the opening sentences indicated that the primary objective, the "conclusive destruction of the Soviet defensive strength," was already accomplished. The sentences read: "In a little more than three weeks the deep objectives I set for the south flank of the Eastern Front have in substance been reached. Only weak enemy forces have succeeded in escaping encirclement and reaching the south bank of the Don." The intent of the directive was not to continue BRAUNSCHWEIG but to complete it, in one swoop, by conducting what was left of BLAU II (Stalingrad) simultaneously with BLAU IV (the Caucasus and the Caspian oil fields).

What had been BLAU IV was for the first time spelled out, and it was assigned to Army Group A as Operation EDELWEISS. It was to be carried out in three stages. In the first, "the enemy forces that have escaped across the Don" would be "encircled and destroyed south and southeast of Rostov." The envelopment would be formed by Seventeenth Army's infantry on the west and First and Fourth Panzer Armies' armor on the east, and the ring would be closed ninety miles south of Rostov, near Tikhoretsk. Army Group A would concentrate in the second stage on clearing the Black Sea coast to eliminate the Soviet Navy, while at the same time employing "all the excess mountain and Jaeger divisions" to take the high ground around Maykop and Armavir and close the passes in the western Caucasus. In the third stage, a mobile force would head south and east to close the Ossetian and Grusinian Military Roads (across the Caucasus), take Groznyy, and strike along the Caspian coast to Baku. All three appeared to be so well within Army Group A's capabilities that the Grossdeutschland Division could be taken out and shipped to the Western Theater and Operation BLUECHER, the crossing from the Crimea to the Taman Peninsula, could be reduced to a much smaller BLUECHER II. Consequently, five of Eleventh Army's seven German divisions were to be shifted to Army



Group North for an attack on Leningrad.

Under the code name FISCHREIHER ("heron"), Army Group B would retain the two missions it already had, namely, to defend the line of the Don and to take Stalingrad. After it had possession of Stalingrad and had set up a solid front between the Don and the Volga, it would dispatch a mobile force downstream along the Volga to take Astrakhan. The Luftwaffe would assist FISCHREIHER by "timely destruction of Stalingrad."26

In Directive 45, Hitler committed the cardinal tactical sin of splitting his forces and sending them off in two directions at right angles to each other. Henceforth they would be conducting separate campaigns, each having to be sustained independently without either being fully independent. The effects were already beginning to be felt by both. The railroad between Millerovo and Kamensk-Shakhtinskiy was the only one taken reasonably intact, and the forces were having to share the motor transport out of the Kamensk-Shakhtinskiy railhead. Whatever one received, no matter how inadequate it might have been, was always somewhat at the other's expense.27

Sixth Army felt the pinch first. Short on motor fuel and ammunition for two days and not likely to get a full replenishment


for at least the next several, Paulus had to pull his spearhead around Kalach back on the 26th. Half of his daily supply tonnage was going to Army Group A that had divisions closer to the railhead and higher priority under Directive 45. By the 28th, Sixth Army was almost on the defensive, and XIV Panzer Corps was down to 100 rounds of artillery ammunition per battery and half of a normal load per tank.28 At the Werwolf, Sixth Army's fuel trouble put Hitler into a state of "great agitation," and Halder confided to his diary that this was "intolerable grumbling" over mistakes the Fuehrer had provoked by his own previous orders.29

Army Group A's armies were no better supplied, particularly with motor fuel and ammunition, than Sixth Army was. They had panzer and motorized divisions standing all around Rostov and along the lower Don with nearly empty tanks. They had covered much more distance faster than had been anticipated in calculating the supply schedule, and First Panzer Army had had to relinquish 750 tons of transport to help get Sixth Army moving after the 19th.30 One complication Army Group A did not have to be concerned with was enemy resistance. Except at Fourth Panzer Army's bridgeheads, most notable the one at Tsimlyanskiy, the Russians were not showing any sign of even attempting to make a stand.

List's problems were to get his divisions sorted out and refueled--and then to determine where they should go. The OKH told him on the 27th not to let Seventeenth Army, which being mostly infantry was in the best condition to advance, go too fast south of Rostov because that might push the enemy east before First and Fourth Panzer Armies could make the sweep to Tikhoretsk and complete the encirclement specified in Directive 45. But List did not believe there was going to be an encirclement, especially not after Ruoff told him that the Russians were already in full retreat ahead of Seventeenth Army without having been pushed. Later in the day, List met with Kleist and Hoth at Kleist's headquarters in Krasnyy Sulin, north of Rostov. The three agreed that the Russians were not going to let themselves be encircled and, therefore, First and Fourth Panzer Armies ought not to bear southwest toward Tikhoretsk but due south and southeast. List, however, regarded himself as bound by Directive 45.31

On the 28th, Seventeenth Army reached and crossed the Kagalnik River, twenty miles south of Rostov, and First Panzer Army took a bridgehead on the Manich. The Manich, though, was going to be troublesome. It was a river emptying into the lower Don that had been converted into a canal by damming and some canalization. The dams, which had sizable lakes behind them, were upstream from First Panzer Army's crossing point. The Russians had opened the dams; the river was flooding; and, except for some infantry and engineers in the


bridgehead, all of First Panzer Army was on the north side.

"Not a Step Back!"

While Army Group A's situation on 28 July was not entirely satisfactory, and Sixth Army's was less so, the condition of their opponents was worse. The Soviet armies did not have a trace of a genuine front anywhere south of the Don bend. A. A. Grechko--then a major general and commander of the Twelfth Army and after the war, a Soviet marshal, defense minister, and historian of the Caucasus campaign--has written, "By the end of the day of 28 July there were huge gaps between the armies. The defensive front was cracked."32 The strategic retreat was in danger of becoming a rout. On 28 July, Stalin, as people's commissar of defense, signed Order No. 227. Under its familiar name, "Ni shagu nazad!" ("Not a step back!"), it is regarded in the Soviet literature as a successful impetus to the Soviet Army's will to fight. In part, its most frequently quoted passages read:

Every commander, soldier, and political worker must understand that our resources are not unlimited. . . . After losing the Ukraine, Belorussia, the Baltic, the Don Basin, and other areas we now have a much smaller territory, fewer people and factories, less grain and metal. We have lost more than 70 million persons, over 800 million pud [14.5 million tons] of grain per year, and more than 10 million tons of metals per year. We no longer have superiority over the Germans either in manpower reserves or in grain stocks. To retreat farther is to cast oneself and the Homeland into ruin. Every clod of earth we give up strengthens the enemy and weakens our defense and our nation.

Not a step back! Such must be our highest purpose now.33

The History of the Second World War indicates that Order No. 227 was more than a patriotic appeal. "This order," it states, "contained the harsh truth about the dangerous situation on the Soviet-German front, condemned 'voices of retreat,' and pointed out the necessity to use all means to stop the advance of the fascist-German troops. It threatened all of those who showed themselves cowardly or unspirited in battle with the most severe punishments and projected practical measures to raise the fighting spirit of the soldiers and strengthen their discipline." The order, the history continues, " . . . was an extraordinary measure. The Central Committee of the Communist Party of the Soviet Union and the military leadership undertook this step in view of the difficult situation that had come to exist. They utilized the experiences of the party in the years of the Civil War and let themselves be guided by V. I. Lenin's advice that the party must resort to extraordinary measures when conditions demand it."34

The Soviet accounts do not give the whole Ni shagu nazad! order. A full text has survived in the German records, however. In it, the "harsh truth" includes the following:

The people of the nation, who have looked on the Red Army with love and respect, are disillusioned. They are losing faith in you. Many of them curse the Red Army because it is abandoning our people to the yoke of the German oppressors and itself fleeing to the east.


Another passage indicates that the order stemmed from Hitler's example of December 1941 as well as from Lenin's precept and the experience of the Civil War. It read:

The German troops were forced to retreat in the winter under the pressure of the Red Army. Their discipline was shattered. Then the Germans resorted to severe measures, and those have not shown bad results.

As is well known, those measures have had their effect, and the German troops now fight better than they did in the winter. The German troops now have good discipline even though they do not have before them the lofty mission of defending their homeland and have only the predatory objective of occupying enemy territory.

The "punishments and practical measures to raise the fighting spirit" were given as follows:

In each front area, from one to three punishment battalions of five hundred men each are to be created. Into them are to be placed all intermediate and senior commanders and political officers of comparable ranks who have shown themselves guilty of cowardice, of not preserving discipline, or of not maintaining resistance to the enemy. They will be committed in especially dangerous situations so that they may expiate their crimes against the homeland with their blood.

Corps and division commanders who allow troops to retreat without an order from the army commander are to be unconditionally removed. They will be turned over to the military councils of the fronts to be condemned by court martials.

In each army area, three to five well-armed blocking detachments of approximately two hundred men are to be created. They will be stationed directly behind unreliable divisions, and it will be their duty, in the event of panics or unauthorized retreats, to shoot spreaders of panic or cowards on the spot.

In each army area three to five punishment companies of one hundred fifty to two hundred men are to be created in which all enlisted men and junior officers are to be placed who are guilty of cowardice, not preserving discipline, or of failing to maintain resistance to the enemy. They will be committed in especially dangerous situations so that they may expiate their crimes against their homeland with their blood.35

The Missions Revised

Army Group A's biggest--and virtually only--troubles in the last three days of July were supplies and the Manich. The panzer divisions were having to be given motor fuel by airlifts to keep them from running dry. The flooded Manich was more than a mile wide, and water seeping outward was turning the ground on both sides to mud. The troops were having to manhandle and ferry their equipment across in intense summer heat. The Soviet resistance, though, if anything, was on the decline. First Panzer Army described the enemy ahead of it as being "in wild flight."36 An intercepted Soviet radio message read, "We are going back. No reprisals (against the troops) work any more."37 Seventeenth Army reached the Yeya River, forty miles south of Rostov; First Panzer Army had a spearhead fifty miles past the Manich and halfway to the Kuban River; and Fourth Panzer Army crossed the Salsk-Stalingrad railroad at Prolyetarskaya and Remontnaya. On the 29th, List asked the OKH to cancel


the projected encirclement at Tikhoretsk because he was sure there would not be any Russians there.38

Sixth Army's fuel and ammunition drought continued as did the tempestuous Soviet counterattacks along the Kalach bridgehead, and Paulus was feeling pinched for infantry. Some help for the latter problem was on the way in the form of the Italian Eighth Army, which had earlier been attached to Seventeenth Army but had not been needed in the advance on Rostov. Eighth Army, with its six sonorously named divisions, Celere, Ravenna, Torino, Cosseria, Sforzesca, and Pasubio, was on the march via Millerovo to take over the Don front between Pavlovsk and the mouth of the Khoper River, which would let Paulus bring two of his infantry divisions east. In part, Sixth Army's continuing ammunition shortage was caused by the extraordinarily large numbers of Soviet tanks it was meeting in the Kalach bridgehead. The tally of XIV Panzer Corps alone ran to 482 tanks knocked out in the last eight days of the month, and the total Sixth Army claimed was well over 600.39

The Soviet accounts confirm that strong tank forces were in the Kalach bridgehead, but not as many tanks as Sixth Army claimed. General Mayor K. S. Moskalenko, who had taken command of First Tank Army three days before, began the counterattack on 25 July, with General Vasilevskiy present as Stavka representative. The army, Moskalenko says, had XIII and XXVIII Tank Corps (with just over three hundred tanks) and one rifle division. Fourth Tank Army, under General Mayor V. D. Kruchenkin, joined in on the 28th with one tank corps.40

Active as it was, the Soviet armor was apparently not giving fully satisfactory performance at this stage, and in early August, it became the subject of the following Stalin order:

Our armored forces and their units frequently suffer greater losses through mechanical breakdowns than they do in battle. For example, at Stalingrad Front in six days twelve of our tank brigades lost 326 out of their 400 tanks. Of those about 260 owed to mechanical problems. Many of the tanks were abandoned on the battlefield. Similar instances can be observed on other fronts.

Since such a high incidence of mechanical defects is implausible, the Supreme Headquarters sees in it covert sabotage and wrecking by certain elements in the tank crews who try to exploit small mechanical troubles to avoid battle.

Henceforth, every tank leaving the battlefield for alleged mechanical reasons was to be gone over by technicians, and if sabotage was suspected, the crews were to be put into tank punishment companies or "degraded to the infantry" and put into infantry punishment companies.41

The plans as outlined in Directive 45, which was just going on a week old, were coming unraveled at the end of the month. At the situation conference on the 20th, General Jodl, chief of the OKW Operations Staff, announced, "in portentious tones" according to



Halder, that the fate of the Caucasus would be decided at Stalingrad, and therefore some of Army Group A's strength would have to be shifted to Sixth Army. On the whole, though, Halder was gratified at this thought's having finally arisen in "the brilliant society of the OKW." On the other hand, General Jodl still wanted to have First Panzer Army turn west and make the Tikhoretsk encirclement, which Halder thought was "vapid nonsense." "The enemy," he maintained, "is running as fast as he can run and will be on the north slope of the Caucasus ahead of our mobile units."42 List, when Halder talked to him, of course, did not oppose abandoning the Tikhoretsk encirclement, but he did oppose giving up part of his strength to Sixth Army. It would be "a great gamble," he insisted, to send a "relatively weak force" deep into the Caucasus. In response, with less than faultless logic, Halder argued that it would at least mitigate the supply problems. Finally, Halder added that the Grossdeutschland Division, which List wanted to keep as a mobile reserve, would probably also have to go because Hitler had repeatedly said it would do him no good to win victories in the East if he lost the West.43


During the day on the 31st, Hitler revised Directive 45. The cutting of the railroad between Stalingrad and the Caucasus, he said, had "torn to pieces" the enemy front south of the Don. Soviet forces would still make an effort to defend the Caucasus, but "no reinforcements worth mentioning" could get there from the interior of the Soviet Union. On the other hand, the enemy would throw "every bit of available strength" into the Stalingrad area to hold open his "vital artery," the Volga. Therefore, Headquarters, Fourth Panzer Army with XXXXVIII Panzer Corps, IV Corps, and Rumanian VI Corps would be transferred to Army Group B. The Grossdeutschland Division would be left with Army Group A approximately eight more days, two weeks at the most. Army Group B's mission was not changed. Army Group A's "next and most important assignment" would be to take possession of the Black Sea coast to eliminate the Soviet Navy and to open sea-lanes for its own supplies. The Tikhoretsk encirclement disappeared, but First Panzer Army, while sending detachments southeastward to Voroshilovsk and Petrovskoye, was still to bear mostly toward the southwest toward Maykop "to waylay the enemy retreating to the Caucasus." From Maykop, it would dispatch elements west to Tuapse on the Black Sea coast and south along the coast to Batumi.44

The revisions of the 31st completed the division of the offensive initiated in Directive 45. Fourth Panzer Army, which had provided a link between the two army groups, was split. Hoth would take his headquarters and three corps north toward Stalingrad. One of his former corps, XXXX Panzer, would go south with First Panzer Army. Army Group A had been weakened, and Army Group B had been strengthened, but Jodl was right when he said the fate of the Caucasus would be decided at Stalingrad. What remained to be seen was whether Army Group B's gain (four German and four Rumanian Divisions) would be enough to ensure the outcome.


Table of Contents ** Previous Chapter (XVI) * Next Chapter (XVIII)


1. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 17 Jul 42, H. Gr. A 75126/1 file; Pz. AOK 1, Ia Kriegstagebuch Nr. 8, 17 Jul 42, Pz. AOK 1 24906 file.

2. IVOVSS, vol. II, p. 421.

3. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 16 Jul 42, H. Gr. A 75126/1 file.

4. OKH, GenStdH, Op. Abt. (I) Nr. 420538/42, 13.7.42, H 22/215 file; H. Gr. B, Ia Nr. 2043/42, Weisung fuer die Fortfuehrung der Operation an den unteren Don, 13.7.42, AOK 6 30155/39 file.

5. OKW, WFSt, Op. Nr. 551208/42, Weisung Nr. 43, 11.7.42 and OKW, WFSt, Op. Nr. 002353/42, 13.7.42, German High Level Directives, CMH files.

6. VOV, p. 149.

7. G. F. Aleksandrov, et al., Iosif Vissarionovich Stalin, Kratkaya biografiya (Moscow: Izdatelstvo Politicheskoy Literatury, 1949), p. 197.

8. A. M. Borodin, ed., Bitva za Stalingrad (Volgograd: Nizhniye-Volzhskoye Knizhnoye Izdatelstvo, 1969), p. 17; IVOVSS, vol. II, p. 426.

9. Vasili I. Chuikov, The Battle for Stalingrad (New York: Holt, Rinehart and Winston, 1964), pp. 15-17.

10. AOK 17, Ia Kriegstagebuch Nr. 3, 14-17 Jul 42, AOK 17 24411/1 file; H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 14-16 Jul 42, H. Gr. A 75126/1 file.

11. Chuikov, Stalingrad, p. 18f.

12. AOK 6, Ia Kriegstagebuch Nr. 12, 15 and 16 Jul 42, AOK 6 22855/1 file; H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 15 and 16 Jul 42, H. Gr. A 75126/1 file; AOK 6, Ia Kriegstagebuch Nr. 12, 17 Jul 42, AOK 6 22855/1 file.

13. VOV, p. 151; IVMV, vol. V, p. 159.

14. OKH, GenStdH, Op. Abt. (IS/A) Nr. 420504/42, an H. Gr. A, 17.7.42, H22/215 file; Halder Diary, vol. III, p. 485n; H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 17 Jul 42, H. Gr. A 75126/1 file.

15.OKH, GenStdH, Op. Abt. (IS/B) Nr. 420505/42, an H. Gr. A, 17.7.42, H 22/215 file; AOK 6, Ia Kriegstagebuch Nr. 12, 17 Jul 42, AOK 6 22855/1 file.

16. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 18 and 19 Jul 42, H. Gr. A 75126/1 file.

17. Ibid., 19 Jul 42; Halder Diary, vol. III, p. 486.

18. OKH, GenStdH, Op. Abt. (I) Nr. 420508/42, an H. Gr. A und H. Gr. B, 19.7.42, H 22/215 file.

19. Ibid.; AOK 6, Ia Kriegstagebuch Nr. 12, 19 and 20 Jul 42, AOK 6 22855/1 file.

20. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 20-25 Jul 42, H. Gr. A 75126/1 file.

21. Pz. AOK 1, Abt. Ia/Ic, Abschlussmeldung der 1. Pz Armee, 31.7.42, Pz. AOK 1 24906/19 file; Mit Kleist in den Kaukasus, Pz. AOK 185602 file.

22. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 21-25 Jul 42, H. Gr. A 75126/1 file.

23. IVOVSS, vol. II, pp. 426-28; IVMV, vol. V, p. 157; VOV (Kratkaya Istoriya), pp. 168-70.

24. AOK 6, Ia Kriegstagebuch Nr. 13, 23 Jul 42, AOK 6 23948/11 file.

25. Ibid., 23-25 Jul 42.

26. OKW, WFSt, Op. Nr. 551288/42, Weisung Nr. 45 fuer die Fortsetzung der Operation "BRAUNSCHWEIG," 23.7.42, German High Level Directives, CMH files.

27. Pz. AOK 1, O. Qu., Qu. 1 Nr. 647/42, Beurteilung der Versorgungslage, 29.7.42, Pz. AOK 1 24906/53.

28. AOK 6, Ia Kriegstagebuch Nr. 13, 26-28 Jul 42, AOK 6 23948/11 file.

29. Halder Diary, vol. III, p. 493.

30. Pz. AOK 1, O. Qu. Kriegstagebuch, 1.4.-31.10.42, 25 Jul 42, Pz. AOK 1 24906/52 file.

31. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 27 Jul 42, H. Gr. A 75126/1 file; Pz. AOK 1, Ia Kriegstagebuch Nr. 8, 27 Jul 42, Pz. AOK 1 24906 file.

32. Grechko, Gody voyny, p. 190.

33. IVOVSS, vol. II, p. 430; IVMV, vol. V, p. 166.

34. Ibid., p. 165.

35. Pz. AOK 1, Ic Nr. 6329/42, Feindnachrichtenblatt Nr. 69, Anlage Nr. 6, 22.8.42, Pz. AOK 124906/29 file.

36. Pz. AOK 1, Ia Kriegstagebuch Nr. 8, 29 Jul 42, Pz. AOK 1 24906 file.

37. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 30 Jul 42, H. Gr. A 75126/1 file.

38. Ibid., 29 Jul 42.

39. AOK 6, Ia Kriegstagebuch Nr. 13, 29 Jul-1 Aug 42, AOK 6 23948/11 file.

40. Moskalenko, Na yugo-zapodnom napravlenii, pp. 263-80; IVOVSS, vol. II, p. 429.

41. Pz. AOK 1, Ic Nr. 6868/42, Feindnachrichtenblatt Nr. 70, Anlage Nr. 6, Befehl Nr. 156595 vom 10.8.42, 22.9.42, Pz. AOK 124906/29 file.

42. Halder Diary, vol. III, p. 494.

43. H. Gr. A, Ia Kriegstagebuch, Band I, Teil I, 30 Jul 42, H. Gr. A 75126/1 file.

44. OKH, GenStdH, Op. Abt. (I) Nr. 420573/42, an H. Gr. A und H. Gr. B, 31.7.42, H 22/216 file.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation