Chapter II
The Blitzkrieg


Several hours before the third Soviet directive went out on the night of 22 June, Generaloberst Franz Halder, Chief of the German General Staff, had enough information to conclude that the Soviet forces had been tactically unprepared and "must now take our attack in the deployment in which they stand."1 Halder's Soviet counterpart, General Zhukov, who arrived at General Kirponos' Headquarters, Southwest Front, that night on the first of what would become a long series of similar coordinating missions, held much the same opinion, believing that neither a counterattack nor any other concerted move ought to be attempted until a clear picture of what was happening at the front was formed.2 Yet Zhukov would not have concurred in Halder's further assumption that the Soviet leadership "perhaps cannot react operatively at all." He found the Southwest Front staff confident and capable. That as much could be said for the other two fronts, however, was doubtful. West and Northwest Fronts had become increasingly confused on the first day, and their commanders Generals Pavlov and Kuznetsov, who were trying to rally their forces, had been out of contact with their own headquarters most of the time.3

On 23 June, the Main Military Council, reduced from eleven to seven members, became the Stavka ("general headquarters") of the High Command. Six deputy defense commissars dropped out, and two new members, Marshal Voroshilov, the chairman of the Defense Committee, and Admiral Kuznetsov, people's commissar of the navy, were added. Marshal Timoshenko continued as chairman, and Stalin, Molotov, people's commissar for foreign affairs, and Zhukov remained as members, as did Marshal Sovetskogo Soyuza Semen Budenny, who was first deputy people's commissar of defense. Kuznetsov's presence made the Stavka an armed forces headquarters but did not resolve the ambiguity as to where the supreme authority really lay.4 As Zhukov later put it, there were two commanders in chief, Timoshenko de jure and Stalin de facto, since, "Timoshenko could not make any fundamental decisions without Stalin anyway."5 This was, in fact, the long-established Soviet practice, and it ought not to have impaired the actual conduct of the war--and perhaps did not. However, in February 1956, Khrushchev, as general secretary of the


Map 2
The German Advance
22 June-12 November 1941



Communist Party, told the Twentieth Party Congress, ". . . for a long time Stalin actually did not direct military operations and ceased to do anything whatever."6 Soviet accounts written since then generally have had little to say about Stalin's role in the war between 22 June and 3 July 1941. Zhukov maintained that Stalin recovered quickly from a spell of depression on the morning of 22 June, but Zhukov was away from Moscow until the 26th and reported seeing Stalin only twice in the week after he returned.7

The Battles of the Frontiers

Except at Southwest Front, where six mechanized and three rifle corps kept pressure on Army Group South to the end of the month, the principal effect of the order to counterattack was to pin Soviet units in exceedingly dangerous positions.8 Against West and Northwest Fronts, the German Second, Third, and Fourth Panzer Groups rolled ahead. By 29 June, on the direct route to Moscow, Second and Third Panzer Groups and Fourth and Ninth Armies had closed two large encirclements around the fronts, east of Bialystok and east of Minsk, that would yield over three hundred thousand prisoners. In four more days, Third Panzer Group, under Generaloberst Herman Hoth, had a spearhead on the upper Dvina


River west of Vitebsk, and Second Panzer Group, under Generaloberst Heinz Guderian, had one approaching the Dnepr near Mogilev. Army Group North by then had cleared the line of the Dvina upstream from Riga to the army group boundary and had deep bridgeheads north of the river. Army Group South, still under pressure from Southwest Front, had passed Rovno and Lvov. Neither of the latter two had executed encirclements like those of Bialystok and Minsk but all had covered impressive distances: Army Group Center, up to 285 miles; Army Group North, 180 miles; Army Group South, 120 miles.9 In the meantime, Finland had declared war on the Soviet Union (on 25 June), and Army of Norway had begun advances out of northern Finland toward Murmansk and Kandalaksha. (Map 2.)

Looking at the progress as of 3 July, Halder concluded that "on the whole, one can say already now that the mission of smashing the mass of the Soviet Army forward of the Dvina and Dnepr has been carried out. It is very likely not saying too much when I observe that the campaign against the Soviet Union has been won in less than fourteen days."10 Halder predicted that beyond the Dvina and the Dnepr, the job would be less to destroy the enemy's forces than to take his means of production, and "thus to prevent him from creating new armed forces out of his powerful industrial base and his inexhaustible manpower reserves."11

The Soviet leadership, although aware that its situation was desperate, did not see itself as being as helpless as Halder thought. Once it was clear to all of its members that not only the third directive of 22 June but the whole previous concept of carrying the war to the enemy's territory was a mistake--and it was clear by the fourth day of the invasion--the newly formed Stavka set about developing an "active strategic defense." The objectives would be to stop the enemy along the whole front, to hold him and wear him down while the strategic reserves were being assembled, and then to shift to a "decisive strategic counteroffensive." To accomplish the first two of these aims, the Soviet Command would deploy the second strategic echelon, provided for in the state defense plan, behind the first strategic echelon, already in action. The main effort was to be in the center where four reserve armies (thirty-seven divisions) would be moved up to the Dnepr-Dvina line behind West Front. Northwest Front was to use its reserves to build a line between Pskov and Orlov, 160 miles south of Leningrad, and Southwest Front, together with the right flank of South Front, was to occupy and hold the "old" Stalin Line fortifications on the pre-1939 border.12 The Soviet manpower that Halder was concerned about was coming into play. An order of the Presidium of the Supreme Soviet, issued on 22 June, had called up all reservists aged twenty-three to thirty-seven and by 1 July, 5.3 million had been mobilized.13


In Moscow, on 30 June, Stalin created the State Defense Committee, the GKO (Gosudarstvennyi Komitet Oborony), which superseded the Defense Committee of the Council of People's Commissars and became the war cabinet that had been envisioned in the prewar plans. Stalin was the chairman; Molotov the deputy chairman; and the other members were Voroshilov and G. M. Malenkov, who was the party personnel chief and Stalin's right-hand man. The GKO was the highest wartime organ of the Soviet government, and its decrees had the force of law. Its authority encompassed both the military and civilian spheres, and the Stavka was subordinate to it, but the GKO concerned itself mainly with directing the nonmilitary aspects of the war effort.14

On the twelfth day of the war, 3 July, Stalin, who had made no prior public statement, addressed the nation by radio. He was obviously under strain. His voice was dull and slow. He sounded tired, and he could be heard pausing to drink water as he talked.15 Addressing the people as "brothers and sisters" and "friends," he told them for the first time, after two and a half weeks in which government communiques had depicted the fighting as being confined to the border, that Soviet territory had been lost and that the Germans were advancing.16 Reiterating instructions given to all party offices four days earlier, he called for evacuation and a scorched earth policy in threatened areas and partisan warfare in enemy-occupied territory. He asked the kolkhoz ("collective farm") peasants to drive their livestock eastward ahead of the Germans and the workers to follow their fellows in Moscow and Leningrad by organizing opolcheniye ("home guards") "in every town threatened with invasion." The speech emphasized the national rather than ideological character of the war and referred to Great Britain and the United States as "trustworthy partners" in a common struggle for "independent and democratic freedom."17

To Smolensk

As the battles of the frontiers ended in the first week of July, both sides' attention became fixed on three places, Leningrad, Moscow, and Kiev, and most particularly on Moscow. Flanking the Vtebsk Gate, a fifty-mile-wide gap between them, the upper Dvina and Dnepr rivers afforded the most defensible line west of the Soviet capital. Timoshenko had taken command of West Front, including the four reserve armies on the Dnepr River line, on 2


July.18 By then, Army Group Center had regrouped for the crossing. Generalfeldmarschall Guenther von Kluge's Headquarters, Fourth Army, renamed Fourth Panzer Army, had taken over Second and Third Panzer Groups, and an army headquarters from the reserve, Second Army, had assumed control of Kluge's infantry, which was then engaged with Ninth Army in mopping up the Minsk pocket. The panzer groups jumped off on 10 July, Hoth's Third Panzer Group north of the Vitebsk Gate and Guderian's Second Panzer Group south of it. In six days, one of Guderian's corps covered eighty miles and took Smolensk. Third Panzer Group went even farther, and Hoth had a spearhead at Yartsevo, thirty miles northeast of Smolensk, on 16 July. In between the corps' and groups' advances, an elongated pocket was forming around the Soviet Sixteenth and Twentieth Armies.19

In the meantime, on 10 July as the battle for the Dnepr River line was beginning, Stalin had emerged as the supreme commander of the Soviet armed forces. The Stavka of the High Command then became the Stavka of the Supreme Command with Stalin as chairman and the most experienced Soviet staff officer, Marshal Shaposhnikov, was added to the membership. (On 19 July, Stalin assumed the post of people's commissar of defense, and on 8 August he entered the military hierarchy with the title supreme high commander, whereupon the Stavka became the Stavka of the Supreme High Command.) Although directives and orders were issued in the names of GKO and the Stavka throughout the war, neither had any authority independent of Stalin. After he became supreme high commander, meetings of the whole Stavka apparently were infrequent, and Stalin used the members as personal advisers and assistants and the General Staff as his planning and executive agency. Stavka representation in the field, either by its members or by others acting under its authority, became an established feature of Soviet command technique. Zhukov, for instance, was almost always away from Moscow, either as a Stavka representative or in a major field command.20

Also on 10 July, the GKO authorized theater commands for the main "strategic directions" (napravleniy): the Northwestern Theater, under Voroshilov; the Western Theater, under Timoshenko; and the Southwestern Theater, under Budenny.21 The theater commands corresponded roughly to the German army groups, but their roles appear to have been less clearly defined, and the fronts continued as the main operational commands.

In mid-July, the Stavka set up a reserve front of four armies behind Northwest and West Fronts on the Staraya Russa-Bryansk line and another of three armies flanking Mozhaysk, sixty miles west of Moscow. Not yet ready to regard the battle for the Dnepr-Dvina



line as lost, the Stavka diverted twenty divisions from the reserve armies for counterattacks from the north and the south against the prongs of the German pincers.22 Mobilization was providing men to fill new units, but not enough officers qualified to staff and to command higher headquarters; consequently, the Stavka disbanded the corps headquarters on 15 July, leaving the armies in direct command of their divisions.

In part by design and in part out of necessity, the Soviet Army reorganized in July to a basis of smaller tactical units. Most rifle divisions were already 30 percent below authorized strengths, at between nine and ten thousand men, and they were short 50 percent of their artillery, the equivalent of one regiment per division. Infantry brigades of forty-four hundred to six thousand men were a faster and cheaper means of bringing manpower to bear, and the army formed 159 of these between late July and the end of the year. During this period, motorized corps were broken down into tank divisions, brigades, and independent battalions, apparently because the field commands believed the armor would be more useful in direct infantry support than in large mobile formations. The authorized strength of a tank division (7 of which were formed in 1941) was 217 tanks; a brigade (76 formed in 1941), 93 tanks; and an independent battalion (100 formed in 1941), 29 tanks. The actual


strengths of these tank units varied widely. The 8th Tank Brigade, for instance, when activated in September 1941, had what it then considered a full complement: 61 tanks, 22 of them T-34s; 7 KVs; and 32 light tanks.23

Although the intensity of fighting increased through the second half of July, and Timoshenko launched several determined counterattacks, the battle for Smolensk and the Dnepr-Dvina line was lost. In the fourth week of the month, the panzer armies closed the pocket east of Smolensk. By then, Generaloberst Adolf Strauss' Ninth Army and Second Army, under Generaloberst Maximilian von Weichs, had broadened the bulge east of the rivers, and the Stavka had had to divide the frontage, giving the southern arc to a newly created Headquarters, Central Front, under Kuznetsov. On the 30th, Zhukov, whom Shaposhnikov had replaced the day before as chief of the General Staff, took over the reserve fronts behind Northwest and West Fronts and on the Mozhaysk line as the Reserve Front. The Germans liquidated the Smolensk pocket on 5 August and counted over three hundred thousand prisoners and three thousand captured or destroyed tanks. Soviet accounts maintain that Sixteenth and Twentieth Armies escaped practically intact.24

The North and South Flanks

During the month of the battle for the Dnepr-Dvina line and Smolensk, Army Groups North and South covered as much and more ground as Army Group Center, though less spectacularly. For Army Group North in the first week of August, Generaloberst Erich Hoepner had the point of Fourth Panzer Group approaching Luga, seventy miles south of Leningrad. On his right, Generaloberst Ernst Busch's Sixteenth Army was keeping contact with Army Group Center on the Dvina, and on his left, Eighteenth Army, under Generaloberst Georg von Kuechler, was clearing Estonia, the northernmost of the three Baltic States. A Finnish offensive begun on 10 July was tying down North Front forces, under General Popov, east of Lake Ladoga.25

Army Group South broke through the Stalin Line on the pre-1939 Soviet border at the end of the second week in July, and Generalfeldmarschall Walter von Reichenau's Sixth Army got to within ten miles of Kiev on the 11th. Thereafter Sixth Army advanced slowly on its left against stubborn resistance from Soviet Fifth Army under General Mayor M. I. Potapov and stretched its right flank to cover Generaloberst Ewald von Kleist's First Panzer Group as the latter drove south and southeast into the Dnepr bend. In the first week of August, Kleist and Generaloberst Carl-Heinrich von Stuelpnagel, commander of Seventeenth Army, maneuvered parts of two Soviet armies into a pocket between Uman and Pervomaysk and took over a hundred thousand prisoners. At Pervomaysk,


Kleist's armor was in position to strike behind South Front, which, on the west, faced the Rumanian Third and Fourth Armies as adjuncts of the German Eleventh Army under Generaloberst Franz Ritter von Schobert. To avoid being trapped between the Germans and the Black Sea, General Tyulenev, commander of South Front, with the Stavka's, that is Stalin's, approval, began a retreat toward the Dnepr, leaving behind an independent force to cover Odessa.26

A Change in Plans

Meanwhile, the issue of the main effort side-stepped in the original BARBAROSSA plans, had raised a command crisis at the Fuehrer Headquarters. In two directives (numbers 33 and 34 of 19 and 30 July, respectively) and supplements to them, Hitler had given Leningrad and the Ukraine priority over Moscow as strategic objectives. He had also ordered Army Group Center to divert forces, particularly armor, to the north and the south on a scale that would practically halt the advance in the center after the fighting ended at Smolensk. The objective given in Directive 33 was "to prevent the escape of large enemy forces into the depths of the Russian territory and to annihilate them." In the final supplement, Hitler had added another: "to take possession of the Donets [Basin] and Kharkov industrial areas."27

The generals in the OKH, in the field, and even in the OKW were dismayed at being told to turn to what they regarded as subsidiary objectives when it seemed the Soviet Command was clearly determined to make its decisive stand on the approaches to Moscow. During a month's debate, Hitler refused to change his mind except to settle for a weaker effort in the north, and on 21 August, he sent down orders that would dispatch Second Army and Second Panzer Group south into the Ukraine and divert a panzer corps and air support elements from Field Marshal Bock's Army Group Center to Army Group North.28 Guderian, whom Halder and Bock thought Hitler might listen to as a tank expert, failed to get the orders changed in a last-minute interview on 23 August.29

The advances of Army Groups Center and South in July had, by early August wrapped their lines halfway around the Soviet forces standing at Kiev and along the Dnepr north and south of the city, creating a potential trap for almost the whole Southwest Front. Hitler, no doubt, had entrapment in mind, and Zhukov certainly also did. The danger was obvious, but Stalin could not bring himself to sacrifice Kiev, and after Zhukov proposed doing that, Stalin removed him as chief of the General Staff. On 4 August, Stalin ordered Southwest and South Fronts to hold the Kiev area and the line of the lower Dnepr. In mid-month, the Stavka set up the Bryansk Front, two armies under General Eremenko, between Central Front and West Front. Stalin's instructions


to Eremenko were to prevent the armor of Guderian's Second Panzer Group from breaking through toward Moscow. On the 19th, Shaposhnikov told Zhukov that he and Stalin now agreed with Zhukov's prediction of an attack to come south, off Army Group Center's flank. The Stavka passed the same information, which apparently was based on intelligence, to Budenny at Headquarters, Southwestern Theater, and to Southwest and South Fronts and simultaneously reiterated its previous orders to hold Kiev and the line of the lower Dnepr.30

Second Army and Second Panzer Group started south against the relatively weak forces of Central Front on 25 August. To make matters worse for it, Headquarters, Central Front, was just then, as the result of another Stavka decision, at the point of being deactivated and was turning its sector over to Bryansk Front. To check Bryansk Front, which might have endangered his flank and rear, Guderian left behind most of Second Panzer Group's infantry and a panzer corps. These units became Fourth Army under Kluge's headquarters, which had relinquished its panzer army designation. Guderian's course took him on an almost straight line toward Romny, 120 miles east of Kiev. When Guderian's point passed Konotop on 10 September, narrowing the open end of the bulge to less than 150 miles, Kleist's First Panzer Group struck north from a bridgehead at Kremenchug on the Dnepr. From then on, most of the Soviet troops in the bulge had farther to go to escape than the panzer groups did to close the encirclement, and on the 11th, Budenny asked to withdraw Southwest Front from Kiev and the Dnepr upstream from Kremenchug. Stalin refused and sent Timoshenko to replace him. On the 16th, the German points met at Lokhvista, 25 miles south of Romny, and the Germans wiped out the pocket in another week, counting 665,000 prisoners. The Short History gives Southwest Front's strength as 677,085 men at the beginning of the battle and 150,541 at its end.31


The Main Effort in the Center

Describing the advances in the north, toward Leningrad, and in the south, east of Kiev, as being about to create "the basis" on which Army Group Center could "seek a decision" against West Front, Hitler, on 6 September, issued Directive 35 for what became Operation TAIFUN ("typhoon"). Under the directive, the main effort would revert to Army Group Center at the end of the month, and by then it would have its detached panzer and air units returned along with reinforcements in armor from the other two army groups and the OKH reserves. Thereafter, Army Groups North and South would continue their operations with reduced strength. Army Group North would make contact with the Finns on the Isthmus of Karelia east of Leningrad and push across the Volkhov River to meet them



also east of Lake Ladoga.32 Army Group South would continue east to take Kharkov and Melitopol and dispatch Eleventh Army south into the Crimea.33

In the last week of September, Army Group Center recalled Second and Third Panzer Groups and acquired Headquarters, Fourth Panzer Group, from Army Group North together with panzer corps from Army Groups North and South. By then, Army Group North had taken Schluesselburg on the Neva River at Lake Ladoga, thereby cutting Leningrad's contact by land with the Soviet interior, and Finnish forces had lines across the Isthmus of Karelia north of the city and on the Svir River east of Lake Ladoga. Army Group South had spearheads approaching Kharkov and closing up to Melitopol. Army Group Center held the line it had occupied east of Smolensk in August.

On the Soviet side, the commands for the northwestern and western theaters, whose functions the General Staff and the Stavka had assumed, had gone out of existence in August and September, leaving only Timoshenko's Southwestern Theater. In the far North, between Lake Onega and the Barents Sea, Karelian Front, under General Leytenant V. A. Frolov, was managing,



aided by the approaching winter, to hold the Germans and Finns away from Murmansk and the Murmansk Railroad. Against Army Group North, Leningrad Front, with Zhukov in command after 10 September, defended Leningrad, and Northwest Front, under General Leytenant P. A. Kurochkin, held the line from Lake Ladoga south to Ostashkov. On the south flank, Timoshenko took personal command of Southwest Front on 26 September and, with it, South Front, and Fifty-first Independent Army on the Crimea, was responsible for the defense south of the level of Kursk. Against Army Group Center were ranged the West Front, under General Polkovnik Ivan Konev; Eremenko's Bryansk Front; and the Reserve Front, where Budenny had replaced Zhukov. The long pause in the center had given the Stavka time to rebuild the defense. The three fronts had a combined total of at least 1,250,000 men.34 Army Group Center had more men, 1,929,000 but those included a large auxiliary contingent. The army group's combat effective strength of seventy-eight divisions would hardly have given it more than numerical equality.35

The March to Victory?

The quiet west of Moscow ended on 2 October. In bright fall sunshine, Army Group Center's tanks roared


eastward once more. Konev and Eremenko had West Front and Bryansk Front, respectively, concentrated west of Vyazma, on the direct route to Moscow, and west of Bryansk.36 Bock's armor, Third Panzer Group on the north, Fourth Panzer Group in the center, and Second Panzer Group on the south, went around the outer flanks and between the two Soviet groupings. Within a week they had encircled six Soviet armies west of Vyazma and were forcing almost the entire Bryansk Front, three armies, into pockets southwest and northeast of Bryansk. Halder described the performance as "downright classical."37 The German final count of prisoners from the Vyazma pocket was 663,000 and from those near Bryansk about one hundred thousand.38 But the results of the operations in the extensive forests around Bryansk were not quite "classical." The fighting tied down parts of Second Army and Second Panzer Group until late in the third week of the month, and many of Eremenko's troops eventually either made their way out to Soviet territory or hid in the deep woods where the Germans would later have to contend with them again as partisans.39

Zhukov, hurriedly recalled from Leningrad where he had succeeded in stabilizing the front, took over the combined West and Reserve Fronts on 10 October. His assignment was to man the Mozhaysk line with survivors from the Vyazma pocket, recent conscripts, and a sprinkling of seasoned troops rushed from other sectors and Siberia. The Mozhaysk line, however, began to crumble on the 14th when Third Panzer Group took Kalinin. On the 17th, the Stavka set up Kalinin Front under Konev to take over Zhukov's right flank and to narrow his responsibility to only the direct western and southwestern approaches to Moscow. Around the capital, civilians, mostly women, were building three semicircular defense lines, and in the city, workers' militia battalions were preparing to man the lines.40 While the most intensive Soviet effort was directed toward Moscow's defense, the main German thrusts were aimed past it. On the north, in the second week of October, Third Panzer Group had headed toward Yaroslavl, and Second Panzer Group had been coming from the southwest on a line taking it via Orel and Mtsensk (which it reached on 12 October) toward Tula, Ryazan, and Gorkiy. On 12 October, Hitler had given the same order for Moscow he had given for Leningrad: German troops were to surround the city and to starve it out of existence. No German soldier was to set foot in Moscow until hunger and disease had done their work.41 (Map 3.)

The crisis came in the second and third weeks of October 1941. Loss of Kalinin, on the 14th, set off panic and looting in Moscow and gave rise to symptoms of disintegration among the troops. On the 19th, the State Defense Committee put Moscow under a state of siege. At the front, Zhukov says with astringent understatement, "A rigid order was established. . . . Stern measures


Map 3
Army Group Center
15 November-5 December 1941


were introduced to prevent breaches of discipline."42 The diplomatic corps and most of the government offices were evacuated to Kuibyshev. Hitler's address on 3 October opening the "Winter Relief" program had already sounded like a victory speech, and on the 9th, Dr. Otto Dietrich, secretary of state in the Propaganda Ministry and chief press spokesman, had told the Berlin foreign press corps that the campaign in the East was "decided."43 On the 10th, the OKW had called off Army of Norway operations out of northern Finland because it believed the war was about over on the main front.44 Much of the world, the British and United States governments especially, wanted to believe otherwise, but to do so, except as a desperate act of faith, hardly seemed reasonable. The U.S. military attache in Moscow had reported on 10 October that it seemed "the end of Russian resistance is not far away."45 The British government had suspected the end might be near in September, before TAIFUN began, when Stalin had called urgently on the British and the Americans for a second front on the Continent and, failing that, had asked for twenty-five to thirty British divisions to fight in Russia.46

Bad as the Soviet situation looked, it was, for the moment, actually worse than either the Germans or the Western Allies imagined. Four months of war and territorial losses had reduced Soviet productive capacity by 63 percent in coal, 68 percent in iron, 58 percent in steel, and 60 percent in aluminum. In October, after having risen during the summer, Soviet war production also dropped drastically, probably by 60 percent or more.47 During October the Moscow and Donets industrial complexes had to shut down and to begin evacuating. (The decline continued into November and December, during which months the Moscow and Donets basins did not deliver "a single ton" of coal, the output of rolled ferrous metals fell to a third of that of June 1941, and ball bearing output was down by 95 percent.)48 W. Averell Harriman, U.S. lend-lease expediter, who had been in Moscow at the end of September, had accepted a shopping list from Stalin for a billion dollars in lend-lease supplies, but their delivery would take months.

On 18 October, Fourth Panzer Group, having pushed past Mozhaysk and Kaluga, began turning to skirt Moscow on the north and to open the way for Fourth Army's infantry to execute the encirclement. Fourth Army, anticipating a similar assist on its right from Second Panzer Group, had issued the orders for the encirclement on the 16th and had set the line of the Moscow belt railroad as the closest approach to the city.49 At the speeds they had attained in the early days of the month, the tanks of Hoepner's Fourth Panzer Group would have been less than two days' from Moscow when they passed Mozhaysk, but they were not moving as fast as they had before.


Mud and Frustration

The Germans were having their first encounter with the rasputitsa. The first snow fell on the night of 6 October. From then on, alternating rain and snow and the pounding of tanks and trucks turned the roads into ever deeper quagmires of mud. By the end of the third week in the month, Fourth Panzer Group's and Second Panzer Army's (Second Panzer Group elevated to army status, 5 October 1941) spearhead divisions had become stretched out over twenty-five to thirty miles, and the infantry was sometimes outdistancing the tanks. Third Panzer Group contemplated dismounting the tank crews and going ahead on foot and with panje wagons, the Russian peasants' one-horse carts. Meanwhile, dismayingly strong counterattacks on Third Panzer Group at Kalinin and on Second Panzer Army along the Zusha River at Mtsensk had demonstrated that even though aerial reconnaissance reports showed Moscow being evacuated, the Russians would not give up the city without a fight.50

Because of the weather, the Russians, for almost the first time in the war, were able to meet their enemy on nearly equal terms. The Germans, moving slowly and confined to the roads, could be confronted head-on and forced to fight for every mile. The Soviet T-34 tanks, which had been too few to influence the fast-moving encirclement battles, came into their own. Having wider tracks than the German tanks made them more buoyant in the mud. Their heavy armament and armor allowed one or two T-34s in a roadblock to stop an advance until the Germans could bring up either 88-mm. antiaircraft guns or 10-cm. field guns, the only reasonably mobile artillery pieces capable of cracking the T-34's armor. Both weapons, though, especially the 88s, were heavy and bulky, hence vulnerable, and aggravatingly difficult to move over rutted, potholed roads.

At the end of October, Army Group Center was practically at a standstill on a line from Kalinin to the Oka River west of Tula, its center thirty-five miles from Moscow. Army Group North had, in the meantime, given up on closing the siege line around Leningrad west of Lake Ladoga in September, after the Finns--whose Commander in Chief, Marshal Mannerheim, had scruples about further involving his troops in operations against Leningrad because he had pledged in 1918 not to use the border on the Isthmus of Karelia to attack the city--declined to push any farther south. Being left then holding an uncomfortable six-mile-wide "bottleneck" east of Schluesselburg, Field Marshal Leeb, commander of Army Group North, on Hitler's orders, had begun a thrust east on 14 October aimed from Chudovo northeast past Tikhvin to the Finnish line on the lower Svir River. This drive also had slowed, and at the end of the month, the rasputitsa stopped it short of Tikhvin. In the last week of October Army Group South managed to take Kharkov and Stalino and to break through the Perekop Isthmus into the Crimea before the rasputitsa also stopped it.51



As seen from the Soviet side, the German frustration, welcome as it was, did not lessen the mortal threats hanging over the country. If Army Group North reached Tikhvin, it would cut the one railline to the south shore of Lake Ladoga and thereby further isolate Leningrad. At Stalino, Army Group South almost had control of the industry and coal mines of the Donets Basin. The panzer units northeast and south of Moscow were poised to devastate the industrial heart of central Russia and to leave the Soviet forces from the Arctic to the Caucasus hanging at the ends of a disconnected railroad system.

Early on the morning of 7 November, the twenty-fourth anniversary of the Communist Revolution, Stalin reviewed an impromptu parade for the occasion from his accustomed stand atop the Lenin mausoleum. In his address to the troops, most of whom would go directly from Red Square to the front, he called on them to emulate the old Russian national heroes--Alexander Nevskiy who had defeated the Teutonic Knights in the thirteenth century; Dimitry Donskoi who had defeated the Tatars a century later; and Alexander Suvorov and Mikhail Kutuzov who had served the tsars against the French Revolution and Napoleon. In a speech to the Moscow Communist Party organization the night before, he had adopted a similar Russian nationalist tone. He had also told the party leaders about the recent billion-dollar-lend-lease agreement--while blaming the defeats so far on the absence of a second front in the West.


In both days' speeches he predicted Hitler's ultimate defeat but did not comment on the probable outcome of the current campaign. Before the party audience, he repeatedly spoke of the coalition with Britain and the United States as the guarantee of ultimate victory.52

As Stalin looked out over Red Square on the 7th, where light snow and freezing cold signaled the end of the rasputitsa, the future must have appeared dark to him. Within days, the soldiers marching before him could be trapped in a pocket with Moscow at its center. He himself could become a refugee, not only driven out of Moscow, the world capital of communism, but into the eastern fringe of European Russia. Evidently, he regarded these possibilities as grimly potential realities. The Stavka had started forming nine reserve armies on a line from Vytegra on the southeastern tip of Lake Onega to the Rybinsk Reservoir and from there east and south along the Volga River.53 If the Stavka contemplated having to defend that line, the future must have appeared dark indeed. When it was reached, the Leningrad and Moscow industrial regions would have been occupied, and the Soviet Union could be eliminated as a military power. Stalin had almost said as much the previous summer in telling Hopkins, the U.S. lend-lease negotiator, that a German advance of 150 miles--to the east of Leningrad, Moscow, and Kiev--would destroy 75 percent of existing Soviet industrial capacity.54

Toward the end of the first week in November, the front was beginning to stir again, on the flanks, though not yet in the center. Army Group North, after having been almost ready to fall back to the Volkhov River the week before, raised enough momentum in the mud and against constantly stiffening Soviet resistance to take Tikhvin on the 8th. Leeb observed that "[Leningrad] is now also cut off from contact across Lake Ladoga."55 In the south, Eleventh Army, under General der Infanterie Fritz-Erich von Manstein, who had taken command in September after Schobert died in an airplane accident, cleared the Crimea by 8 November except for the Kerch Peninsula in the east and the Sevastopol fortress on the west.56 At Army Group Center, Bock had issued an order on 30 October for TAIFUN to resume, and he was waiting impatiently for the weather and ground conditions to improve.57

In the second week of November, as the weather began to clear and the ground to freeze, the armor could move again. The OKH and the field commands contemplated a troublesome question raised by the time


lost in the rasputitsa: where to stop for the winter? The invasion plans and preparations had not included continuing active operations into the winter, but all levels of command had assumed the campaign would be successfully completed in 1941. On 7 November, Hitler conceded to Field Marshal Brauchitsch, commander in chief of the army, that the German Army could not reach such vital objectives in the Soviet Union as Murmansk, the Volga River, and the Caucasus oil fields during 1941.58 Speaking in Munich the next day, the anniversary of the 1923 Beer Hall Putsch, Hitler called blitzkrieg an "idiotic word" and declared himself ready to carry the war into 1942 and beyond--to the "last battalion," if necessary.59 The dream of a single-season victory had vanished, and winter winds were beginning to blow through the Russian forests and across the steppes. Halder had told Colonel Adolf Heusinger, his chief of operations, on 5 November, that the Germans needed some basis on which to close out the current campaign.60

What such a basis could be appeared different to each of the principals involved. Leeb had exhausted his reserves getting to Tikhvin, could not go forward, was not inclined to go backward, and described Army Group North as existing "from hand to mouth."61 Bock had severe doubts about how much further he could go but, recalling the fateful consequences of the German decision to stop on the Marne in September 1914, he did not want to miss whatever chance of taking Moscow still existed. He could not, for the moment, imagine anything worse than having to sit out the winter just thirty-five miles from Moscow with the Russians in unimpaired control of the city and the half-dozen railroads running into it from the north, south, and east.62 Field Marshal Rundstedt, commander of Army Group South, called on the OKH to let him stop the army group where it was to conserve its remaining strength after the long summer's march and to give him time to rebuild for the next spring. Halder saw the possibilities as falling into two categories: one he called an Erhaltungsgedanken in which conservation of strength was the determinant; the other a Wirkungsgedanken in which exploitation of the existing strength to achieve the maximum effect in the time remaining would be the determinant. The two he maintained, would have to be weighed and balanced against each other and the results converted into guidance for the field commands.63

On 7 November, Halder sent each army group and army chief of staff a copy of an eleven-page top secret document and a map with notice to "the Gentlemen Chiefs of Staff" that both options would be the subject of a General Staff conference to be held in about a week at Orsha. The map (of European Russia) had two north-south lines drawn on it. One was designated "the farthest boundary still to be attempted"; the other "the minimum


boundary." The "farthest boundary" ran from Vologda on the north via Gorkiy and Stalingrad to Maykop. It would cut central Russia off from railroad contact with the northern ports, Murmansk and Arkhangelsk, and with the Caucasus, and it would bring in hand the entire Moscow industrial complex, the upper and middle Volga, and the Maykop oil fields. Whether this action would end the war was doubtful, but it would, as Halder saw it, bring German forces into an alignment they could maintain indefinitely, "in case the highest leadership should decide against resuming the attack in the East later." The "minimum boundary" terminated in the north on the middle Svir River, 30 miles east of Lake Ladoga, and on the south at Rostov, at the mouth of the Don River; in the center, it passed 160 miles east of Moscow. It would provide a secure tie-in with the Finnish Army on the Svir, bring Moscow and the cluster of industrial cities to the northeast between Rybinsk and Yaroslavl under control, cut all the railroads running toward Moscow from the east, and position Army Group South for later advances to Stalingrad and the Caucasus. But it would still be an interim, not a final boundary, and another offensive would be needed to bring in Vologda, Gorkiy, Stalingrad, and the oil at Maykop and Baku.64

Halder and his branch chiefs for operations, organization, intelligence, and supply arrived at Orsha, in the Army Group Center zone on the night of 12 November aboard a special train. The General Staff conference began the next morning at 1000 and ran through the day and into the night. Halder's own thinking, in which he said Hitler had concurred, inclined strongly toward the Wirkungsgedanken.65 He had given the chiefs his position in the paper he sent with the map. The objective, before closing out the current offensive, he had stated, should at least be to get favorable starting positions for 1942 while "minimizing" the danger of the troops' being caught unprepared by the winter. In fact, he had added, it would be worthwhile "to take some risks" before the onset of winter to get to the "farthest boundary" or at least the "minimum boundary."66

At the Orsha meeting, Halder argued that carrying the offensive at least to the minimum boundary was necessary as well as advantageous. The "fundamental idea" of the campaign, he said, had been to defeat the Soviet Union in 1941. This was no longer "one hundred percent attainable" for various reasons, among them "natural forces," but primarily because of the enemy's "astonishing" military and material strength. Even though the Soviet Union was weakened "by at least fifty percent," its remaining potential was so great that it could not yet be dismissed as a military threat and simply "kept under observation" as had been intended. Consequently, the East would remain an active theater of war into the next year, and that raised problems. For one, he explained, the OKH had been aware from the first that the forces assembled for BARBAROSSA could


not be sustained beyond the end of 1941, which meant that personnel losses thus far could not be replaced in the coming year, and cutbacks in motor vehicle allotments would reduce mobility. The Soviet Union, on the other hand, still had enough men and industry to rebuild its forces by the summer of 1942 if it could survive until then. Consequently, the German Army would still have to "strive to" inflict enough damage on the enemy before the end of 1941 "so that the troops will not have to pay in blood next year for what is neglected now."67

The chiefs of staff, for their part, reminded Halder of some things he already knew very well. German casualties stood, as of 1 November, at 686,000 men--20 percent of the 3.4 million, including replacements, committed since June, the equivalent of one regiment in every division. Of half-a-million motor vehicles on the Eastern Front, a third were worn out or damaged beyond repair; only a third were fully serviceable. Panzer divisions were down to 35 percent of their original tank strengths. The OKH itself rated the 136 divisions on the Eastern Front as equivalent to no more than 83 full-strength divisions. All of these conditions could only get worse if operations continued--and one other, namely, that of logistics, would get much worse. Every mile the armies moved eastward put an added strain on the railroads. Winter clothing for the troops was already having to be left in storage because it could not be brought forward without cutting off other supplies. German equipment could not run on the Soviet railroads until the tracks were relaid to the standard gauge; and in the entire territory occupied thus far only 500 Soviet locomotives and 21,000 cars had been captured, barely a tenth of what was needed.68

The chiefs' estimates of what might still be accomplished were equally bleak. Generalmajor Kurt Brennecke, Leeb's chief of staff, told Halder that Leeb's command, Army Group North, had no divisions for a drive east and could acquire these only by first eliminating the Soviet Eighth Army, which it had confined in a pocket west of Leningrad. Brennecke noted that Halder did not mention Vologda again. Bock's chief, Generalmajor Hans von Greiffenberg, was cold to a suggestion from Halder that Army Group Center not resume the advance toward Moscow for two weeks or so to let strength accumulate for a deeper thrust. Generalmajor George von Sodenstern, the Army Group South chief of staff, pointed out that Rundstedt believed an advance to Maykop, if it were undertaken after the long march already made, would remove his only large armored unit, First Panzer Army, from action for most of the next year.69

After dinner on the evening of the 13th, Halder gave his conception of the meeting's results. He had concluded, he said, that the extensive operations he had proposed on 7 November and in the morning session could no longer


be considered. Nevertheless, he believed that the army groups would still have to get as much as possible from their troops until about mid-December. Army Group South would have to push ahead, though "apparently" not as far as Stalingrad. Army Group Center would not gain "substantial" ground beyond Moscow, but it would still, at least, have to "achieve a stronger pressure" on the city. Army Group North would be expected to resume its drive at Tikhvin, close in on Leningrad, and assist the Finnish Army east of Lake Ladoga. Vologda, Gorkiy, Stalingrad, and Maykop would have to be left for the next summer, when "the Russians [would] have a plus in strength and we a minus.70 On the other hand, Guderian's chief of staff, Lt. Col. Kurt von Liebenstein, alluding to the 1940 campaign, had already reminded Halder that the war was not being fought in France and the month was not May.71


Table of Contents ** Previous Chapter (I) * Next Chapter (III)


1. Halder Diary, vol. III, p. 5.

2. Zhukov, Memoirs, p. 239.

3. Ibid.; IVOVSS, vol. II, p. 29.

4. Zakharov, 50 let, p. 256.

5. Zhukov, Memoirs, p. 238.

6. Congressional Record, 84th Cong., 2d sess., June 4, 1956, p. 9395.

7. Zhukov, Memoirs, pp. 253-61.

8. IVMV, vol. IV, p. 42.

9. OKW, KTB, vol. I, p. 1217; Kurt von Tippelskirch, Geschichte des Zweiten Weltkrieges (Bonn: Athenaeum-Verlag, 1956), pp. 181-88; Albert Seaton, The Russo-German War, 1941-1945 (New York: Praeger, 1971), pp. 98-106, 116-225.

10. Halder Diary, vol. III, p. 8.

11. Ibid., p. 39.

12. Ivanov, Nachalnyy period, p. 273; IVMV, vol. IV, p. 44.

13. VOV, pp. 106, 110; IVMV, vol. IV, p. 53.

14. Four members were added "a short while later": the Chief of the State Planning Commission, N. A. Voznesenskiy; and Politburo members N. A. Bulganin, L. M. Kaganovich, and I. A. Mikovan. Institut Istorii SSSR, Istoriya SSSR (Moscow: Izdatelstvo "Nauka," 1973), vol. X, p. 30.

15. Adam B. Ulam, Stalin (New York: Viking, 1973), p. 541.

16. Alexander Werth, Russia at War. 1941-1945 (New York: Dutton, 1964), pp. 162-65.

17. IVOVSS, vol. II, p. 57. British Prime Minister Winston S. Churchill had pledged assistance to the Soviet Union on the day of the invasion, and President Franklin D. Roosevelt had opened the way for U.S. aid on 23 and 24 June. See Gwyer, Grand Strategy, vol. III, p. 89; Robert H. Jones, The Roads to Russia: United States Lend-Lease to the Soviet Union (Norman, Okla.: University of Oklahoma Press, 1969), pp. 35-37; Richard M. Leighton and Robert W. Coakley, Global Logistics and Strategy, 1940-1943 (Washington, D.C.: GPO, 1955), p. 97.

18. IVMV, vol. IV, p. 46. Pavlov had been recalled to Moscow at the end of June together with his chief of staff and deputy for political affairs. All three were court-martialed and shot. The commander of Northwest Front, Kuznetsov, and his chief of staff and deputy for political affairs also were relieved--but with less severe consequences. See Khrushchev, Khrushchev Remembers, p. 132 and Eremenko, V nachale, pp. 36-48.

19. Tippelskirch, Gesehichte, p. 191; IVOVSS, Vol. II, p. 66; Seaton, Russo-German War, pp. 124-27.

20. Zakharov, 50 let, p. 267.

21. IVMV, vol. IV, p. 53.

22. IVOVSS, vol. II, p. 69.

23. IVMV, vol. IV, p. 61; Ivanov, Nachalnyy period, p. 277; Tyushkevich, Vooruzhennye sily, pp. 281, 284; Krupchenko, Tankovye voyska, p. 33; M. V. Zakharov, ed., Proval gitlerovskogo nastupleniya na Moskvu (Moscow: Izdatelstvo "Nauka," 1966), p. 165.

24. Seaton, Russo-German War, p. 130; Tippelskirch, Geschichte, p. 191. For the Soviet position on the two armies in the pocket, which varies somewhat among the sources but generally holds that they withdrew in good order, see IVOVSS, vol. II, p. 72; IVMV, vol. IV, p. 75; VOV (Kratkaya Istoriya), p. 76; and K. K. Rokossovskiy, A Soldier's Duty (Moscow: Progress Publishers, 1970), p. 39.

25. Tippelskirch, Geschichte, pp. 192-94; IVMV, vol. IV, pp. 64-66.

26. Seaton, Russo-German War, pp. 136-40; IVOVSS, vol. II, pp. 98-103. See also K. S. Moskalenko, Na yugo-zapadnom napravlenii (Moscow: Izdatelstvo "Nauka," 1969), pp. 46-55.

27. Der Fuehrer and Oberste Befehlshaber der Wehrmacht, OKW, WFSt, Abt. L (I Op.) Nr 44 1298/41, Weisung Nr. 33, 19.7.41; Nr. 44 1298/41, Weisung Nr. 34, 30.7.41; Nr. 44 1376, Ergaenzung der Weisung 34, 12.8.41, German High Level Directives, CMH files.

28. DA Pamphlet 20-261a, pp. 50-70.

29. Heinz Guderian, Panzer Leader (New York: Dutton, 1952), pp. 198-200.

30. Zhukov, Memoirs, pp. 289, 296; Eremenko, Pomni Voyny, p. 143; VOV (Kratkaya Istoriya), p. 90.

31. Guderian, Panzer Leader, pp. 202-25; Tippelskirch, Geschichte, pp. 199-201; IVOVSS, vol. II, pp. 103-11; IVMV, vol. IV, p. 85; VOV (Kratkaya Istoriya), p. 91.

32. Hitler had already ordered Army Group North to invest Leningrad but not enter it or accept a surrender if one were ordered. The city was to be left to starve. OKW, WFSt, Abt. L (I Op.) Nr. 00 2119/41, Vortragsnotiz Leningrad, 21.9.41, OKW/1938 file.

33. Der Fuehrer and Oberste Befehlshaber der Wehrmacht, OKW, WFSt, Abt. L (I Op.) Nr. 44 1492/41, 6.9.41, German High Level Directives, CMH files.

34. IVMV, vol. IV, pp. 93, 110-19.

35. Klaus Reinhardt, Die Wende vor Moskau (Stuttgart: Deutsche Verlags-Anstalt, 1972), p. 57.

36. IVMV, vol. IV, p. 94.

37. Halder Diary, vol. III, p. 268.

38. Tippelskirch, Geschichte, p. 206; Guderian, Panzer Leader, p. 238.

39. Reinhardt, Moskau, pp. 63-67.

40. IVOVSS, vol. II, pp. 240-47; IVMV, vol. IV, pp. 97-100.

41. OKW, KTB, vol. I, p. 1070.

42. Zhukov, Memoirs, p. 331.

43. Domarus, Hitler, vol. II, pp. 1758-67.

44. AOK Norwegen, Befehlsstelle Finnland, Ia Kriegstagebuch, 3.6.41-13.1.42, 10 Oct 41, AOK 20 35198/1 file.

45. Sherwood, Roosevelt and Hopkins, p. 395.

46. Gwyer, Grand Strategy, vol. III, pt. I, pp. 197-201.

47. Platonov, Vtoraya Mirovaya Voyna, p. 243; IVOVSS, vol. II, pp. 158-60.

48. Voznesenskiy, Economy of the USSR, p. 23.

49. First and Second Panzer Groups were elevated to full army status on 5 October.

50. Guderian, Panzer Leader, pp. 233-44; DA Pamphlet 20-261a, pp. 79-81.

51. See Earl F. Ziemke, The German Northern Theater of Operations, 1940-45 (Washington, D.C.: GPO, 1959), pp. 200-02; Tippelskirch, Geschichte, pp. 202-06.

52. IVOVSS, vol. II, pp. 252-54; Werth, Russia at War, pp. 244-49.

53. VOV (Kratkaya Istoriya), p. 124; IVOVSS, vol. II, p. 257. The VOV (Kratkaya Istoriya) and IVMV (vol. IV, p. 280) state that ten reserve armies were being formed and imply that First Shock and Twentieth Armies were among them. IVOVSS gives the number as nine, not including First Shock and Twentieth Armies, and lists them as Tenth, Twenty-sixth, and Fifty-seventh Armies (formed in later October) and Twenty-eighth, Thirty-ninth, Fifty-eighth, Fifty-ninth, Sixtieth, and Sixty-first (formed in the first half of November).

54. Sherwood, Roosevelt and Hopkins, p. 338.

55. Wilhelm Ritter von Leeb, Tagebuchaufzeichnungen und Lagebeurteilungen aus zwei Weltkriegen (Stuttgart: Deutsche Verlags-Anstalt, 1976), pp. 381-89.

56. DA Pamphlet 20-261a, p. 81. See also Erich von Manstein, Lost Victories (Chicago: Henry Regnery, 1958), pp. 205, 220-22.

57. H. Gr. Mitte, Ia Nr. 2250/41, Befehl fuer die Fortsetzung der Operationen, 30.10.41, Pz. AOK 4 22457/14 file.

58. Halder Diary, vol. III, p. 283.

59. Domarus, Hitler, vol. II, pp. 1776, 1778.

60. Halder Diary, vol. III, p. 281.

61. Leeb, Tagebuchaufzeichnungen, p. 391.

62. See Alfred W. Turney, Disaster at Moscow (Albuquerque: University of New Mexico Press, 1970), pp. 130-33 and Halder Diary, vol. III, p. 287.

63. H. Gr. Sued, Ia Nr. 2090/41, an den Chef des Generalstabes der I. Pz. Armee 4.11.41, Pz. AOK 1 58682 file; Halder Diary, vol. III, pp. 281, 285.

64. Lebenswichtige russ. Rue-industrien u. Verkehrslinien sowie anzustrebende Operationsziele, Karte I, AOK 18 35945/1 file. See also Earl F. Ziemke, "Franz Halder at Orsha," Military Affairs, 39(1975), 173-76.

65. See Halder Diary, vol. III, p. 283.

66. Der Chef des Generalstabes des Heeres, Op. Abt, Ia Nr. 1630/41, 7.11.41, AOK 18 35945/1 file.

67. H. Gr. Nord, Der Chef des Generalstabes, Ia Nr. 769/41, 21.11.41, AOK 18 35945/1 file.

68. Ibid.; Halder Diary, vol. III, p. 286; OKW, KTB, vol. IV, pp. 1074-75.

69. H. Gr. Nord, Der Chef des Generalstabes, Ia Nr. 769/41, 21.11.41, AOK 18 35945/1 file. See Halder Diary, p. 287. H. Gr. Sued, Der Chef des Generalstabes, Ia Nr. 2123/41, Vortragsnotiz, AOK 6 181117 file.

70. H. Gr. Sued, Der Chef des Generalstabes, Ia Nr. 2123/41, Vortragsnotiz, AOK 6 181117 file; H. Gr. Nord, Der Chef des Generalstabes, Ia Nr. 769/41, 21.11.41, AOK 18 35945/1 file.

71. Guderian, Panzer Leader, p. 247.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation