Chapter V
The Counteroffensive: Second Phase

Roles Reversed

The Soviet Initiative

The first phase of the counteroffensive ended on 16 December with the German spearheads, which had been aimed at Moscow, eliminated and the majority of the original Soviet objectives taken. Twentieth Army had entered Solnechnogorsk on the 12th, and Tenth Army was in Stalinogorsk the next day. A mobile group set up by Thirtieth Army took Klin on the 15th, and Thirty-first Army troops marched into Kalinin on the 16th. The armies had advanced over thirty miles on the north flank and better than fifty miles on the south. No new armies had been deployed during the first phase; however, the number of troops committed had probably grown substantially during the ten-day period. General Lelyushenko, at Thirtieth Army, had been awaiting the arrival of the larger part of a half-dozen Siberian and Urals divisions when the counteroffensive began.1

General Zhukov had issued an initial second phase directive to his right flank armies on 13 December. In it, he ordered them to advance to "an average distance of 130 to 160 kilometers [78 to 96 miles] west and northwest of Moscow."2 Zhukov believed that the objective for the rest of the winter should be to drive the entire Army Group Center back 150 miles to the line east of Smolensk from which it had launched TAIFUN in early October. To do so, he estimated, would require resupply and replacements for the armies already in action and four fresh armies from the Stavka reserves. Zhukov's thought was to keep the advance essentially frontal while using mobile groups, which were being formed in all the armies (typically out of a cavalry division, a tank brigade, and a rifle brigade), to strike at targets of opportunity ahead of the main forces.3

Stalin and the Stavka, however, were beginning to think in less conservative terms. They allowed West Front to go into the second phase as Zhukov proposed but without the four armies as reinforcements. Zhukov made this change, bringing his center, which consisted of Fifth, Thirty-third, Forty-third, and Forty-ninth Armies, into the counteroffensive on 18 December. Elements of Fifth Army, including a mobile group under General Mayor L. M. Dovator, had been in action since the 11th, and Forty-ninth Army's left flank had been engaged together with Fiftieth Army in the Tula sector since the 14th. Thirty-third and Forty-third Armies took a week to move out of their starting positions.4 (Map 7.)


Map 7
The Moscow Counteroffensive
Phase II
16 December 1941-1 January 1942


The reinforcements went to the outer flanks of the offensive, which were not under Zhukov's control. Thirtieth Army, from West Front, and Thirty-ninth Army, from the Stavka reserves, went to Kalinin Front, and General Konev's orders as of 18 December were to employ those and his Twenty-second, Twenty-ninth, and Thirty-first Armies in a drive west and southwest behind the Army Group Center left flank to Rzhev. On the south, between 18 and 24 December, the Stavka reactivated the Bryansk Front under General Cherivichenko, giving it Third and Thirteenth Armies and Sixty-first Army from the reserve.5 Cherivichenko had orders to break through Second Army and strike northwest behind the Army Group Center right flank to Mtsensk.

The Stavka, at that point, had nothing less in mind than to encircle Army Group Center by having Kalinin Front head south past Rzhev to Vyazma while Bryansk Front came west and northwest to Vyazma and Bryansk.6 Ambition was high in Moscow.

"When Things Start To Go Wrong"

In mid-December, across the front on the German side, new Soviet units were still being identified in such numbers that the OKH almost did not want to hear the reports. General Halder sent an advisory letter through General Staff channels in which he said, "The large number of enemy units identified has sometimes had a paralyzing effect on our leadership. . . . The leadership must not be allowed to fall into a numbers psychosis. Intelligence officers must be trained to be discriminating."7 The Soviet troops, as Halder meant to imply, were in fact often short on quality. Many were boys or middle-aged men, half-trained and thrown into battle sometimes without hand weapons, often with inadequate artillery and automatic weapons support, always with a ruthless disregard for losses. In Tenth Army, 75 percent of the troops were in the thirty- to forty-year age bracket or older; in First Shock Army, 60 to 70 percent.8 The same was probably true of the other reserve armies. But the troops were warmly dressed and their levels of supplies and equipment appeared to be rising. Moreover, in their seeming ability to endure cold, they appeared almost superhuman. The Germans marveled at the Soviet troops' ability to remain in the open at temperatures far below zero for days in succession. Some did freeze, but most survived and kept on fighting.9 Like the Soviet troops, the Soviet T-34 tank was also proving itself in the winter. Its compressed air starter could turn its engine over in the coldest weather, and its broad tracks could carry the T-34 across ditches and hollows holding five feet of snow.

Field Marshal Bock had remarked earlier in the month, "In these situations, when some things start to go wrong everything does." By the middle of the month, the aphorism, as far as it applied to Army Group Center, had become a statement of fact. In the midst of winter and under constant enemy pressure, the armies were beset with troubles. Normally



each had enough transport to move between 2,500 and 3,000 tons of supplies a day. Because of snow, cold, breakdowns, and losses, Second Panzer Army could manage no more than 360 tons a day, and the others were no better off. Winter clothing, except for items overlooked in planning months before, such as fur parkas and felt boots, was in the army depots at the railheads. So far the Germans had not yet issued a third of the clothing to the troops because they could not deliver these items to the front. Movement of ammunition, gasoline, and rations had to receive an iron priority.10 Trucks, tanks, and other vehicles, run down after six months in the field, could not take the strain of being driven through snow and over ice. The Germans were having to abandon some every day, and others were simply worn out or had vital parts broken by the cold. Lubricants froze in crankcases, on bearings, in artillery recoil mechanisms, even in the lightly oiled works of machine guns. Second Panzer Army had 70 tanks in running order and another 168 in repair out of 970 tanks which it had or had received since June. Third Panzer Group would, by the time it reached the Lama River, have destroyed or abandoned 289 tanks. Hitler had ordered 26 new tanks and 25 self-propelled assault guns driven from Army Group South to Second Panzer Army. On the first 60-mile lap, from Dnepropetrovsk to Krasnograd, 8 tanks and 1 assault gun



had broken down, and the rest still had 300 miles to go--carrying their own fuel because the truck column transporting the fuel was stuck in mud south of Krasnograd.11

Against the Soviet tanks, the armies were having to rely more and more on their field artillery, most of which was not mobile enough or powerful enough to cope with the T-34s. In the fall, the Germans had tested what they called Rotkopf ("redhead") ammunition, a hollow-charge artillery shell that could penetrate the Soviet armor, but Hitler had recalled the shells in November. The thought had struck him that if the Russians learned the secret, the hollow-charge would be vastly more effective against his own lightly armored tanks. Almost daily pleading by the army group and the armies had not persuaded him to release the Rotkopf ammunition.

On the Flanks

Pursuit Ends on the North

The crisis on the Army Group Center left flank unexpectedly eased in the week after 15 December. Ninth Army, after giving up Kalinin, was falling back toward Staritsa with Twenty-second, Twenty-ninth, Thirty first, and Thirtieth Armies close behind, but Thirty-ninth Army was slow in preparing to move, and Konev would be unable to bring it to bear until late in the month.12 Despite earlier bleak forecasts, by Generals Reinhardt and Hoepner, Third and Fourth Panzer Groups came to a complete stop along the Lama and Ruza rivers by the 19th. After evacuating Klin and Solnechnogorsk, they had moved fast enough to break contact with the Russians and reach the rivers ahead of them. The troops then had time to settle into the villages and organize them as strongpoints, get a night or two of sleep, and eat a few hot meals. The infantry, which had served as the rear guard, saw for the first time how few tanks and how little heavy equipment had survived. Nevertheless their morale recovered--somewhat to the commands' surprise.13

The Russians became aware that the pursuit had ended on the 19th when Dovator, the commander of Fifth Army's mobile group, II Guards Cavalry Corps, was killed on the Ruza River trying to force a crossing with dismounted cossack



cavalry.14 As would be true for many of his countrymen in succeeding days, Dovator's sacrifice had gone for nothing. Five Soviet armies, Thirtieth, First Shock, Twentieth, Sixteenth, and Fifth (from north to south), closed to the rivers and were stopped.

Third Panzer Group was ready to sit the winter out on the Lama, and the command believed it could if its neighbors were able to dig in solidly.15 Fourth Panzer Group, however, was weak on its north flank west of Volokolamsk where the Moscow-Rzhev railline ran through a ten-mile gap between the rivers. There V Panzer Corps, also weak because it had been closest to Moscow and had made the longest retreat, wavered under First Shock Army's attacks and by the 20th was beginning to drain strength from both panzer groups.

On the north at Ninth Army, General Strauss' situation was less acute but in the longer run more dangerous. Strauss went back slowly from Kalinin, a few miles a day, which enabled him to hold his front together but gave his troops no opportunity to break contact with the Russians, get some rest, and dig in as the two panzer groups had done. Moreover, he had no river line on which to fall back. Between Kalinin and Rzhev, Ninth Army would be moving parallel to the Volga. Staritsa, Hitler's choice as Ninth Army's stopping point, was nothing more than a spot on the map and on the ground only a small break in the wilderness


of forest and swamp flanking the Volga from Rzhev to Kalinin.

On the morning of the 21st, when his Ninth Army was about halfway between Kalinin and Staritsa, Strauss flew to Army Group Center headquarters in Smolensk, where he tried to persuade Field Marshal Kluge, its commander, to let the withdrawal continue by small stages, as it was doing, past Staritsa to the K-Line (KOENIGSBERG Line). The K-Line was the Rzhev-Gzhatsk-Orel-Kursk line that Bock had proposed and that the armies continued to talk about as the "winter line." Some work had been done to prepare the K-Line, Strauss explained, while none had been or could be done at Staritsa. Kluge, in reply, cited Hitler's "definitive" order to the army to hold when it reached Staritsa that he said he was determined to execute.16

As far as Kluge was concerned, Ninth Army was still in one of the best positions of any of his armies. It had a continuous front and some room to maneuver forward of Staritsa. But whether it would have either one much longer was doubtful. While Strauss was in Smolensk on the 21st, General Leytenant I. I. Maslennikov, Commanding General, Thirty-ninth Army, was deploying two divisions between Twenty-second and Twenty-ninth Armies in the line east of Staritsa to join the strike toward Rzhev. They were a bare beginning. Maslennikov had another six divisions echeloned to the rear, and they were being brought to full readiness at top speed.17 When the six divisions came into play they would count for a great deal more than Hitler's order or Kluge's determination in deciding where or when Ninth Army's retreat would end.

General Guderian Does Not Obey

While the Army Group Center left flank appeared after 15 December to have passed the first crisis, the same could hardly be said for the right flank. There Second Panzer and Second Armies, now loosely joined in the so-called Armeegruppe Guderian, were beset by five Soviet armies, by the winter, and by rigidity in the higher headquarters that denied them even the little leeway to maneuver that the left flank armies had. In his decisions culminating in the standfast order, Hitler had demanded that Armeegruppe Guderian close the gaps in its front west of Tula and north of Livny and hold the line Aleksin-Dubna-Livny.18 When he issued the order on the 18th, the Second Panzer Army north flank was already several miles west of Aleksin. Dubna was in the center of the ten-mile-wide gap west of Tula, and Livny, at the southern end of a fifteen-mile gap in the Second Army center, was half surrounded.

Second Army, holding the Armeegruppe Guderian's south flank and covering both its own and Second Panzer Army's main bases, Kursk and Orel, had succeeded in screening Novosil and Livny after the Soviet breakthrough at Yelets. But to defend fifty miles of front from Livny to northeast of Novosil, which included the fifteen-mile gap north of Livny Second Army's commander, General Schmidt, had only three divisions. The known Soviet forces opposing them were 6 rifle divisions,


3 motorized divisions, 1 tank brigade, and 2 cavalry divisions. Two German divisions, the 45th and 134th Infantry Divisions, after being trapped in the Soviet breakthrough, were trying to battle their way west between Yelets and Livny. In a few days their fight would be finished. What the Russians did not claim the cold and snow would. The rest of the army was not much better off. From captured Soviet resupply orders, Second Army intelligence predicted that the Soviet drive to the west, toward Livny and Novosil, which had slackened on the 15th would resume in increased strength on the 18th. When the drive did not pick up again, the army was far from reassured. Air reconnaissance reported Soviet reinforcements marching west past Yelets in three columns abreast.19

On the morning of the 19th, Schmidt asked Army Group Center for two more divisions because the Russians were forty miles from the Kursk-Orel railroad, he said, and the divisions were needed because:

Second Army's fate hangs on holding the railroad. In the pathless, scoured land west of the railroad the troops can neither stand nor retreat because they cannot be supplied. If the railroad cannot be held then what happens to Second Army will undermine the entire Eastern Front and everything will be set to rolling in the midst of winter.20

That night Schmidt went to Orel to deputize for Guderian while the latter was at the Fuehrer Headquarters and to ask him for reinforcements from Second Panzer Army which, after the withdrawal from the bulge east of Tula, had a front only half as long as Second Army's. But instead, Guderian told him to start work on a retreat order and to move his headquarters and supplies back to Bryansk. Guderian, "the great optimist," Schmidt said, appeared to have reached "the end of his hopes."21

Second Panzer Army had received Bock's permission on 5 December to withdraw east of Tula to the line of the Shat and Don rivers. Hitler neither approved nor specifically disapproved the withdrawal. Before the army reached the rivers, Guderian came to believe he could not stop there, and on the 12th, while giving him command also of Second Army, Bock authorized him to take his center and right flank another fifty miles west to the Plava River. By then he had two gaps in the front to contend with as well: the one at Yelets in Second Army's center that he was expected to help close by supplying reinforcements for Second Army and the one west of Tula that steadily widened as his left flank corps, XXXXIII Corps, holding fast to the Fourth Army flank, fell back westward and slightly northward toward Aleksin and Kaluga while XXIV Panzer Corps on the south side of the gap withdrew southwestward along the Orel-Tula road.

For his part, Guderian, by the 12th, had apparently considered it pointless to try either to close the front or to stop east of the Oka and Zusha rivers along which Second Panzer Army had built some field fortifications in October before launching the attack past Tula. Going to the Oka and the Zusha would have added approximately forty miles to the total distance of Second Panzer


Army's retreat. Both rivers were included in the Rzhev-Gzhatsk-Orel-Kursk line, the winter or K-Line, that Bock proposed on 14 December; and Guderian maintained in his memoirs that Field Marshal Brauchitsch gave him permission to go to the Oka and the Zusha during their meeting in Roslavl on the 14th.22 However, Hitler's decisions culminating in the standfast order on the 18th made it extremely uncertain whether Guderian could be allowed to continue his withdrawal even to the Plava. The uncertainty was particularly acute in the mind of Bock's successor, Kluge, who personally believed a retreat was necessary but as commanding general, Army Group Center, committed himself to executing Hitler's orders.

On the 18th, Guderian had had most of four Second Panzer Army divisions strung out along the Orel-Tula road and had headed west. Gangs of drafted civilians kept the snow shoveled off the road, but motor fuel was short, and the speed of the traffic depended less on the condition of the road than on the interval between refuelings. The front was still five to ten miles east of the Plava. During the day Hitler called Guderian directly and urged him to do something about closing the gap on his left flank west of Tula. Guderian replied that to close the gap from the south was impossible. Second Panzer Army, he said, had conducted extensive reconnaissance and had found the whole area impassible owing to poor roads and deep snow.23

What, if anything, Guderian would do to assist Second Army was equally doubtful even though his Second Panzer troops on the Orel-Tula road were moving southwestward toward the Second Army flank. Guderian was obligated morally to help Second Army since it was also protecting his own headquarters and main base Orel, but in his continuing argument with Schmidt over where and when to send reinforcements, Guderian insisted that Second Panzer Army was worse off than Second Army and so far had refused to send a single man.24

During the night on the 18th, Army Group Center had transferred XXXXIII Corps from Second Panzer to Fourth Army and thereby had converted what had been a gap in the Second Panzer Army front to one between the two armies. Henceforth there would be fewer prospects for closing the front than before. Kluge, whose replacement had not yet arrived, was still commanding Fourth Army as well as the army group, and relations between Fourth Army and Second Panzer Army and their commanding generals were anything but cordial. Second Panzer Army had been subordinated to Fourth Army in the early months of the Russian campaign, which Guderian resented, and Guderian had received more publicity and attention from Hitler, which Kluge resented. Obsessed with his own army's troubles and with his center of gravity lying to the south and the west, Guderian was not likely to exert himself for the benefit of his neighbor on the north, particularly since Fourth Army had so far had the advantage of fighting on a stable front in positions built before winter set in.


Even after it took control of XXXXIII Corps, Fourth Army would still be unable to do anything about the gap west of Tula. During the day on the 18th, complying with the Stavka orders for the second phase of the counteroffensive, Thirty-third, Forty-third, and Forty-ninth Armies hit the whole length of the Fourth Army front. Fourth Army's line of trenches and dugouts on the Nara River stopped the Thirty-third and Forty-third Armies, but Forty-ninth Army drove XIII Corps, XXXXIII Corps' neighbor on the north, back on both sides of Tarusa while Fiftieth Army began working its way around and behind XXXXIII Corps' open flank.25

While Guderian was at the Fuehrer Headquarters on the 20th, and Kluge was unhappily analyzing Guderian's dispositions, General Leytenant I. V. Boldin, Commanding General, Fiftieth Army was unleashing nasty surprises for both German generals. After having watched the gap in the German front widen for almost two weeks to a width of almost thirty miles by the 18th, Boldin had decided to exploit it. He assembled a mobile force of a tank, a cavalry, and a rifle division under his deputy army commander, General Mayor V. S. Popov, and sent it that night around the XXXXIII Corps' open flank in a sneak attack on Kaluga, Fourth Army's railhead and supply base. At the same time he reinforced I Guards Cavalry Corps with a rifle division for a strike forty miles due west to Chekalin on the Oka River. By nightfall on the 20th, Popov's group was fighting south of Kaluga, and I Guards Cavalry Corps had covered half the distance to Chekalin. On Boldin's left, several Tenth Army divisions had also come through the gap and were driving toward Belev on the Oka, fifteen miles south of Chekalin.26

When Guderian returned to Orel on the 21st he found awaiting him, in addition to the order Hitler had already given him orally to hold his line exactly where it stood, a second order from Hitler shifting the Second Panzer-Fourth Army boundary north to make Second Panzer Army responsible for defending the Oka River to Peremyshl, twelve miles north of Chekalin. The night before Soviet tanks had broken into Kaluga, and Kluge and his chief of staff talked to Hitler and Halder by telephone several times during the day about taking Fourth Army back and about letting Second Army, which was getting into deeper trouble, give up Livny. Hitler promised "every available aircraft on the whole Eastern Front" for the defense of Kaluga; and Halder, reverting to what was becoming his standard response, opined again that it would be a mistake to give up anything because the crisis would pass in two weeks and then the army group would be sorry.27

The next two days were desperate ones for Fourth Army. On the 22d, in a driving snowstorm, Soviet Forty-ninth Army broke through the Fourth Army front at Tarusa, splitting XXXXIII Corps off from the army's main body. This action put the Russians in position to disrupt Fourth Army's center and simultaneously encircle XXXXIII Corps which already had the Popov group standing behind it at Kaluga. Kluge told Hitler that he had given orders to


stand fast but believed that "tomorrow we could be confronted with a big decision."28

In the afternoon on the 23d, he told Hitler, "We must now answer the question whether we are to stand and let ourselves be killed or take the front back and sacrifice a certain amount of material but save the rest." After asking in detail about how much would be lost and how much saved, Hitler replied, "If there is no other way, I give you liberty to issue the order to withdraw." Kluge assured him he would only use the authority "if I see no other way out of the dilemma" and in any event not in less than twenty-four hours. Later Halder came on the telephone to remark that the air force had reported that the enemy which had broken through between XXXXIII and XIII Corps was "only several ski units" and "history ought not to record that Fourth Army had given an order for its left flank and center to retreat because of a few skiers." The army group chief of staff, General Greiffenberg, answered that the corps had orders to stand fast for the present, but when Halder called back an hour later, Greiffenberg told him that the corps had orders to retreat.29

At Chekalin on the 22d, German construction troops, the only Germans nearby, had sighted several small Soviet sled columns approaching the town. A third of a German division, approximately a regiment, was somewhere on its way to Chekalin, but could not get there through the snow in less than forty-eight to seventy-two hours. Guderian was at the front all day, at LIII Panzer Corps. One of its divisions, 296th Infantry Division, had been broken through in several places; and after he returned to Orel shortly before midnight, Guderian told Kluge that in order to follow Hitler's orders, he would have to sacrifice the division.30 On the 23d, 296th Infantry Division fell back to the Oka River at Belev after its neighbor, the 167th Infantry Division, was almost totally destroyed. Second Panzer Army then reported that it would have to take its entire front behind the Oka and Zusha rivers within the next two or three days. The army group pointed out that the 296th's withdrawal that day had not had Hitler's approval, and that one to the Oka and Zusha could not be made "under any circumstances" unless he agreed.31

In the morning on the 24th, Kluge told Halder that Guderian had let 296th Infantry Division go back farther the day before than had been reported, had also taken XXXXVII Panzer Corps, his right flank corps, back without prior authorization, and had not been getting troops to the Oka River between Belev and Chekalin and to the north of them on time. Halder thereupon declared that Guderian should be court-martialed. Kluge, however, could not make up his mind. After all, he said, the snow had drifted badly on the routes to Belev and north, and Second Panzer Army had executed its withdrawals "under the compulsion of circumstances."32 The OKH



then tried sending a direct order to Guderian in Hitler's name again forbidding any withdrawals, directing him to dispatch a division to Belev, and requiring him to report his dispositions directly to the OKH before midnight that night.33

Whether Guderian could be made to stop or not, Second Army, which was tied in on his right flank, had to move along with it. During the afternoon of the 24th, Second Army's Schmidt told the army group that he was issuing orders to give up Novosil and Livny and to go to the winter line, and he could not wait for approval. Because of low visibility in blowing snow, he did not know where Guderian's flank was or where the Russians were, but in another day he would be unable to make any kind of orderly retreat and maybe no retreat at all from Livny, which was almost encircled.34

During that day and much of the night Kluge was alternately on the telephone to Guderian and Halder, warning Guderian against any further withdrawals without Hitler's explicit approval and telling Halder that Chekalin was in flames, the Russians had crossed the Oka, and the Kaluga defense was crumbling. Before midnight he called Halder once more, apologizing for "disturbing your


Christmas spirit which probably was not very rosy anyway," to tell him Guderian had asked to be relieved and court-martialed, and the whole Oka line from Belev to Kaluga was in danger.35

Christmas, Halder recorded, was "a difficult day." Schmidt reported Soviet tanks across the Tim River, which had been part of the winter line, and called for 88-mm. guns and Rotkopf ammunition. The guns and ammunition his troops had were useless against these tanks. Halder and his chief of operations, Colonel Heusinger, and Kluge argued with Guderian over how to defend Chekalin and Belev. Guderian had the 3d and 4th Panzer Divisions free near Orel, but he said he needed 3d Panzer Division to support Second Army. After nightfall, he reported some 4th Panzer Division troops at Belev but the roads from there north impassable except to sleds. In the meantime, Hitler had intervened with an order to put the Belev-Chekalin-Peremyshl sector under Headquarters XXIV Panzer Corps, which had commanded 3d and 4th Panzer Divisions but currently had no units of its own.

Not until later in the night did Kluge look at the day's situation reports. When he did, he discovered that Second Panzer Army had, in the past twenty-four hours, retreated almost to the Oka-Zusha line. Calling Guderian, Kluge accused him of having deliberately given orders opposite to those he had received--to which Guderian replied, "In these unusual circumstances I lead my army in a manner I can justify to my conscience." Kluge then complained to Halder, "I have the greatest respect for General Guderian. He is a fantastic commander. But he does not obey, and I can only transmit and execute the Fuehrer's orders if I can rely on my army commanders." Always the Hamlet, Kluge added, "I am basically entirely on Guderian's side; one cannot simply let himself be slaughtered, but he must obey and keep me oriented." Within the hour Hitler called to tell Kluge he would "do what is necessary with regard to Generaloberst Guderian," and in the morning an order arrived relieving Guderian of his command and transferring him to the command reserve.36 A few hours later, as an afterthought, Hitler forbade Guderian to issue any farewell order to his troops.37

The Question of a Retreat

Kluge Takes Time To Think

During the night of the 25th, a cold wave swept the Eastern Front while wind and a heavy snowfall added to the drifts already left by the previous days' storms. In the morning Schmidt took command of the Armeegruppe Guderian, now Armeegruppe Schmidt, and General der Gebirgstruppe Ludwig Kuebler, just arrived from Berlin, set out from Smolensk into the snow to


make his way east 120 miles to Yukhnov and take command of Fourth Army. Hitler told him by telephone before he left to make his army stand fast and not give up "a step" except under compulsion.

Up and down the front, roads were drifted shut, and on the raillines locomotives were freezing. Frostbite casualties exceeded available replacements or those scheduled to come. Schmidt was expecting an attack through the winter line toward Kursk; a deep Soviet thrust across the Oka between Belev and Kaluga was clearly in the making; Hoepner did not think Fourth Panzer Group could hold much longer west of Volokolamsk; and Strauss was expecting a heavy attack on Ninth Army's left flank west of Staritsa any day.

Kluge was near--but true to his nature not quite at--the point of forcing a decision. In a long, rambling telephone conversation he told Halder that "the time has come to consider whether it is necessary to take the entire east front of the army group back." Lateral movement, he said, had become impossible. Everything was snowed in. Reinhardt had tried to take over Fourth Army before Kuebler arrived and had not been able to get there by automobile, airplane, or sled. Roads were being drifted shut as fast as they were shoveled clear. The troops could not get anything to eat, and if they did not eat they could not fight. If the Russians made a strike at his lines of communication, he could not move troops fast enough to counter it. "The Fuehrer," he said, "must now come out of his castle in the clouds and be set with both feet on the ground." Halder repeated Hitler's standard objection to a retreat: once it began it could probably not be stopped. And at the end Kluge admitted that he did not know what line he would want to go back to and would have to "think about it."38

On 2-7 December, noting temperatures of -15 F. in the daytime and - 25 F. at night, the Army Group Center journal entry for the day opened with the following general remarks:

All movements burdened by the enormous snowdrifts. Rail transport is stalled for the same reason, and the loss of locomotives owing to freezing increases the problem. The shifting of the few available reserves is stopped by the snow. For the above reasons all time schedules are meaningless. The Russians must contend with the same difficulties, but their mobile, well-equipped cavalry, ski, and sled units (the latter used to bring rations and fodder to the cavalry and to transport infantry) give them tactical advantages that, together with larger manpower reserves, they are now trying to exploit operationally.39

The armies' reports were alarming. Second Army had its back to Orel and Kursk and was not certain of holding either one. The OKH promised a division from the west for Kursk, but no more than a battalion or two could arrive before the end of the month. At Second Panzer Army, elements of the 4th Panzer Division heading north along the Oka from Belev were stopped by snow and had to turn back, leaving the Oka open to Soviet Tenth and Fiftieth Armies, and they were beginning to push west another forty miles to Yukhnov and the Sukhinichi railroad junction. Fourth Army, besides its other troubles, had to determine


where to get troops and how to get them to Yukhnov and Sukhinichi to defend those critical points on its supply and communications lines. Hoepner's V Panzer Corps was barely surviving west of Volokolamsk, and he had to throw in a replacement battalion newly arrived by air from Germany armed with pistols and wearing laced shoes. Soviet Thirty-ninth Army finally got all of its divisions into action against Ninth Army during the day. Ninth Army repelled the developing thrust toward Rzhev, and at the end of the day Strauss reported, "I will resume the battle tomorrow, but if this mode of fighting is continued, the army will bleed to death."40

Army Group Center was disintegrating. On the 28th all the armies reported sharply declining strengths owing to combat casualties and frostbite. Schmidt said Second Army was "blind" because its aerial reconnaissance had failed completely. The Luftwaffe planes could not start at low temperatures, and they were not equipped to take off or land in deep snow.41 Kuebler at Fourth Army was having to consider how to defend his own headquarters. Soviet cavalry had crossed the Sukhinichi-Kaluga railroad and were coming toward Yukhnov with nothing in between to stop them. Hoepner said his troops, particularly V Corps, could not go on beating off Soviet attacks much longer; they were exhausted after fighting for weeks in the snow and cold without relief.42

The most alarming reports came from Ninth Army's 6th and 26th Infantry Divisions which were defending the front northwest of Staritsa against the Soviet Thirty-ninth Army. The commanding general, 6th Infantry Division said:

Today I was in Novaya [sic] with the counterattack regiment all day. I saw the men. I can only say they are physically and psychologically finished. Today I saw men whose boots were frozen to their frozen feet. These men would rather let themselves be beaten to death than attack in this condition.43

The commanding general, 26th Infantry Division stated:

Infantry Regiment 78 [one of 26th Division's regiments] can no longer be considered a regiment. It has only 200 men. The Russians have cut its communications. Its radios are frozen and its machine guns are frozen; and the machine gun crews are dead alongside their weapons.44

Having mulled over his predicament for three days, Kluge phoned Hitler in the afternoon on the 29th. Hoping to make a partial retreat palatable to Hitler, he proposed giving up Kaluga, letting Strauss at Ninth Army go into the K-Line "gradually," and taking the whole Fourth Army front back ten to fifteen miles to shorten the line and release three divisions to defend Yukhnov and Sukhinichi. All Fourth Army then had at Yukhnov, he said, were a replacement battalion and an SS battalion, and Fourth Army's supplies depended on these two supply points. Hitler, after long hesitation and repeated questions as to how much material and supplies would be lost, agreed


to let Fourth Army evacuate Kaluga, which in fact was all but lost already. He forbade any other withdrawals, and Kluge dutifully transmitted the decisions to the armies.45

The "Voice of Cold Reason"

Twenty-four hours later Kluge tried again to secure permission for Fourth Army to withdraw. The Russians had in the meantime smashed and broken through two of Fourth Army's divisions in the center of its front. Hitler remarked that withdrawals always "perpetuated" themselves, and once they started "one might as well head for the Dnepr [River] or the Polish border right away." It was time for "the voice of cold reason to be heard," he said. What sense was there in going from one line to another that was not any better? In World War I, he had experienced "ten-day barrages often," and the troops had held their positions even when no more than 10 percent survived. When Kluge reminded him that World War I was fought in France where the temperatures were not - 15 F. or -20 F. and that Fourth Army's troops were mentally and physically exhausted, Hitler replied, "If that is so then it is the end of the German Army," and hung up. Half an hour later he called to ask whether the proposed new line was fortified. Kluge said it was not, but the Protva River offered some natural protection. In that case, Hitler responded, Fourth Army would have to stay where it was until a new line was built "which the troops can claw themselves into and really hold."46

Kluge had talked to Hitler in the middle of the day on the 30th, before the armies reported to him. When they did, there was more bad news. At Ninth Army, Staritsa was almost encircled, and Thirty-ninth Army was bearing down on Rzhev. Strauss said his army was close to collapse, and that could spell doom for the whole army group if the Russians were then to pour south deep into its flank and rear. The most Ninth Army could still do, he thought, was fight a delaying action to cover the flank while the army group fell back to escape the trap.

The next day Kluge was on the telephone repeatedly with Strauss, Kuebler, Hoepner, Reinhardt, and Halder. Of the army commanders only Reinhardt spoke against going back. His line on the Lama River was solid, and his equipment was so tightly snowed and frozen in that he did not think he could move any of it. If Third Panzer Group had to move, Reinhardt said, the troops could do so only with rifles on their shoulders. They would have to leave everything else standing. Halder's chief concern was to avoid having to take any proposals to Hitler. The Fuehrer, he protested, would never approve any withdrawal to a predetermined line and would certainly never order one. Finally Kluge told Halder that Strauss had already ordered VI Corps at Staritsa to fall back gradually "in three or four" days to the K-Line.

Half an hour before midnight Kluge talked to Hitler. Without telling him what he had told Halder, he asked for authority to withdraw Ninth and Fourth Armies and part of Fourth Panzer Group. Some of the exchange went as follows:


Kluge: I request freedom of action. You must believe that I will do what is right. Otherwise I cannot function. We do not only want what is best for Germany we want what is best for you.
Hitler: Fine. How long can you hold the new line?
Kluge: That I cannot say.
Hitler: Enemy pressure will also force you out of the new line.
Kluge: We are under compulsion. One can turn and twist as much as he pleases; we must get out of this situation.

Hitler then said he would have to confer with his "gentlemen." An hour later he called again. He and all his "gentlemen," including particularly General Halder, he said, had come to one conclusion: no major withdrawals could be made. Too much material would be lost. When Kluge then told him that the order to VI Corps had been given, he replied coldly, "It is impossible to initiate an operative movement without the approval of the Supreme Command. The troops will have to stop right where they are."47 Kluge thereupon sent the following teletype message to Strauss:

The Fuehrer has categorically forbidden any retrograde movement to the KOENIGSBERG Position. Only local evasive movements under direct enemy pressure will be allowed. All reserves are to be sent to the front, and [you are] ordered to hold every locality and support point.48


Table of Contents ** Previous Chapter (IV) * Next Chapter (VI)


1. IVMV, vol. IV, p. 289; VOV, p. 115; Yevstigneyev, Velikaya bitva, p. 184; Lelyushenko, Moskva, p. 90.

2. Lelyushenko, Moskva, p. 110.

3. Zhukov, Memoirs, p. 351. See VOV, p. 115.

4. IVOVSS, vol. II, pp. 286-88; IVMV, vol. IV, pp. 289-91; VOV, p. 118.

5. IVOVSS, vol. II, pp. 283, 288-89, 294; IVMV, vol. IV, pp. 289, 291.

6. IVOVSS, vol. II, p. 288; IVMV, vol. IV, p. 291. See also V. D. Sokolovskiy, ed., Razgrom nemetsko fashistkikh voysk pod Moskvoy (Moscow: Voyennoye Izdatelstvo, 1964), p. 270.

7. OKH, GenStdH, Chef des Generalstabes Nr. 10/42, Beurteilung der Feindlage, 17.1.42, H 3/2 file.

8. Zakharov, Proval, pp. 257, 278.

9. Pz. AOK, Ic Taetigkeitsbericht Nr. 3, 12.8.41-30.1.42, 16 Dec 41, Pz. AOK 3 16911/32 file.

10. Pz. AOK 2, O. Qu., Beurteilung der Versorgungslage, 19.12.41, Pz. AOK 2 25034/154 file.

11. Pz. AOK 2, Panzer-Lage, 19.12.41, Pz. AOK 2 25034/154 file; Pz. AOK 3, Panzerkampfwagenlage, 19.1.42, Pz. AOK 3 16911/8 file; AOK 6, Ia Nr. 2938/41, an Pz. AOK 2, 19.12.41, Pz. AOK 2 25034/154 file.

12. IVOVSS, vol. II, p. 289.

13. Pz. AOK 3, Gefechtsbericht Russland 1941-42, Pz. AOK 3 21818/2 file.

14. Yevstigneyev, Velikaya bitva, p. 197.

15. Pz. AOK 3, Gefechtsbericht Russland 1941-42, Pz. AOK 3 21818/2 file.

16. General der Infanterie a. D. Rudolf Hofmann, MS P-114b, Der Feldzug gegen die Sowjetunion im Mittelabschnitt der Ostfront, vol. III, p. 135, CMH files.

17. IVOVSS, vol. II, p. 289.

18. OKH, GenStdH, Op. Abt. Nr. 3170/41, an H. Gr. Mitte, 19.12.41, H. Gr. Mitte 65005/7 file.

19. AOK 2, Ia Kriegstagebuch, Teil III, 17-19 Dec 41, Pz. AOK 2 16690/3 file.

20. AOK 2, Ia Nr. 690/41, an H. Gr. Mitte, 19.12.41, H. Gr. Mitte 65005/7 file.

21. AOK 2, Ia Kriegstagebuch, Teil III, 19 Dec 41, AOK 2 16690/3 file.

22. Guderian, Panzer Leader, p. 262.

23. Hofmann, MS P-114b, vol. III, p. 135.

24. AOK 2, Ia Kriegstagebuch, Teil III, 17 Dec 41, Pz. AOK 2 16690/3 file.

25. IVOVSS, vol. II, p. 292.

26. Ibid., p. 293.

27. H. Gr. Mitte, Ia Kriegstagebuch, Dezember 1941, 21 Dec 41, H. Gr. Mitte 26974/6 file.

28. Ibid., 22 Dec 41.

29. Ibid., 23 Dec 41.

30. Guderian maintained in his memoirs that the purpose of his trip was to explain Hitler's orders. This explanation, however, is inconsistent with his attitude as expressed to the army group. See Guderian, Panzer Leader, p. 268.

31. H. Gr. Mitte, Ia Kriegstagebuch, Dezember 1941, 23 Dec 41, H. Gr. Mitte 26974/6 file.

32. Ibid., 24 Dec 41.

33. OKH, GenStdH, Op. Abt. Nr. 32096/41, an H. Gr. Mitte, 24.12.41, H. Gr. Mitte 65005/7 file.

34. AOK 2, Ia Kriegstagebuch, Teil III, 24 Dec 41, Pz. AOK 2 16690/3 file.

35. H. Gr. Mitte, Ia Kriegstagebuch, 1.12.-31.12.41, 24 Dec 41, H. Gr. Mitte 26974/6 file; Ferngespraech G.F.M. v. Kluge-Gen. Obst. Halder, 24 Dec 41, H. Gr. Mitte 65005/7 file.

36. H. Gr. Mitte, Ia Kriegstagebuch, 1.12.-31.12.41, 25 Dec 41, H. Gr. Mitte 26974/6 file.

37. General Halder's Daily Notes, Historical Division, United States Army, Europe, EAP 21-g-16/4/0, vol. I, 26 Dec 41. On 28 December, Hitler issued instructions through the Army Personnel Office stating, "The weather and battles have worn the nerves of some of the best commanders, and they will have to be relieved. When they are relieved, they are not to issue any farewell orders to subordinate units." H. Gr. Nord, Ia Kriegstagebuch, 1.12.-31.12.41, 28 Dec 41, H. Gr. Nord 75128/4 file.

38. H. Gr. Mitte, Kriegstagebuch, Dezember 1941, 26 Dec 41, H. Gr. Mitte 26974/6 file.

39. Ibid., 27 Dec 41.

40. Ibid.

41. AOK 2, Ia Kriegstagebuch, Teil III, 28 Dec 41, Pz. AOK 2 16690/3 file.

42. H. Gr. Mitte, Ia Kriegstagebuch, 1.12.-31.12.41, 28 Dec 41, H. Gr. Mitte 26974/6 file.

43. H. Gr. Mitte, Ia, an OKH, GenStdH, Op. Abt., 28.12.41, H. Gr. Mitte 65005/7 file.

44. Ibid.

45. H. Gr. Mitte, Kriegstagebuch, Dezember 1941, 29 Dec 41, H. Gr. Mitte 26974/6 file.

46. Ibid., 30 Dec 41.

47. Ibid., 31 Dec 41.

48. H. Gr. Mitte, Ia Nr. 7/42, an AOK 9, 1.1.42, H. Gr. Mitte 65005/7 file.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation