Chapter VIII
The General Offensive

On the North Flank

The Army Group North Front

Army Group North finished the retreat from Tikhvin on the day after Christmas. On the situation maps its front appeared as a rough right angle with the transverse on the north running east and west and the vertical on the east and oriented north and south. Eighteenth Army held the front on the north. West of Schluesselburg on Lake Ladoga at the head of the Neva River the front had not changed since September; an arc around Leningrad touched the Gulf of Finland 3 miles south of the city; and a second around Oranienbaum terminated on the coast 50 miles west of Leningrad. East of Schluesselburg the so-called bottleneck, which had almost been eliminated during the drive to Tikhvin, had reappeared in the retreat. From a 10-mile-wide hold on Lake Ladoga the front dropped off abruptly south for 10 miles and then veered southeastward to the Volkhov River and the junction with Sixteenth Army on the river near Kirishi. (Map 10.) Under his Headquarters, Eighteenth Army, General Kuechler had seventeen divisions. Sixteenth Army's 200-mile-long front facing due east tied in on the Volkhov south of Kirishi and followed the river to Lake Ilmen. Taking up again south of the lake, it bulged eastward to the Valdai Hills east of Demyansk and then followed a chain of lakes south to the army group boundary near Ostashkov. The Sixteenth Army commander, General Busch, had eleven divisions, five north of Lake Ilmen and six south of it.

For Army Group North on the defensive, Lake Ilmen was a far more significant reference point than the boundary between the two armies. The 25-mile-wide lake divided the army group's front on the east almost exactly in two. Novgorod, at the lake's northern tip and just barely inside the German line, controlled lateral roads and railroads running north all the way to the bottleneck. Tactically the front north of the lake covered the rear of the line around Leningrad and the Oranienbaum pocket. It did that at a distance of 10 miles at the bottleneck and 60 miles midway on the Volkhov River. At the south end of the lake, Staraya Russa, 10 miles behind the front, straddled the sole railroad and the main road servicing the south flank. From the lake to the army group boundary and beyond and from the front in the Valdai Hills west for 130 miles stretched an expanse of tangled rivers, swamps, and forest in which the most important points were the road junctions at Demyansk, Kholm, and Toropets, each 50 or more miles distant from one another and from Staraya Russa.


Map 10
The Soviet General Offensive
North Flank
6 January-22 February 1942


Meretskov's First Attempt on the Volkhov

After the new year, in paralyzing cold, Soviet bids to squeeze a last advantage out of the drive from Tikhvin by probing across the Volkhov River declined and then stopped completely on 4 January. Field Marshal Leeb, Army Group North commander, reported a quiet day on the 4th along his whole front, the first such in many weeks, but he hardly expected the respite to last long. For several days the army group's monitors had been picking up radio traffic new to them--from Second Shock Army. The only real question, as Leeb saw it, was whether the Russians would try again on the Volkhov or regroup to the north and attempt to take the shorter route to Leningrad across the bottleneck: they would certainly do one or the other.1

On the Soviet side, of course, the decision had already been made on a larger scale than Leeb suspected, and the Stavka had sent L. Z. Mekhlis, the army's chief commissar, to Volkhov Front to make certain that General Meretskov got an early start. Meretskov had, by 6 January, deployed Fifty-ninth and Fourth Armies on the Volkhov between the Leningrad-Moscow railroad and Kirishi and Second Shock and Fifty-second Armies south of the railroad. Second Shock Army, under General Leytenant N. K. Klykov, was to break through across the Volkhov and advance northwest toward Lyuban with Fifty-ninth and Fourth Armies giving it support on the right and Fifty-second Army widening the breach on its left and taking Novgorod. Fifty-fourth Army, which belonged to Leningrad Front, and the right flank elements of Fourth Army, starting from the area around Kirishi, were to surround and wipe out the Germans in the bottleneck.2

On the whole north flank, that is, including Northwest and Leningrad Fronts, the Russians had comfortable numerical superiorities: 1.5:1 in troops, 1.6:1 in artillery and mortars, and 1.3:1 in aircraft. Volkhov Front had received new troops and supplies, but in the first week of January, Meretskov did not yet have enough of either to start an offensive. Fifty-ninth Army, with apparently at least eight rifle and two cavalry divisions, was his strongest. Many of Second Shock Army's units, on the other hand, had not yet arrived, and, according to Meretskov, its one rifle division and seven rifle brigades gave it only the strength of an infantry corps. The armies' reserves of rations and fodder were small, and they had only about a quarter of their required ammunition stocks. In these respects, Second Shock and Fifty-ninth Armies were the worst off because supplies were distributed from the rear separately to each individual army, not through the front, and these armies were just establishing their lines.3

Nevertheless, on the 7th, the front north of Lake Ilmen came to life, and the offensive started--in a somewhat loose order. Fourth and Fifty-second Armies led off, and Fifty-ninth and Second Shock Armies joined in at intervals during the next several days.4 For five days, the Germans stood off flurries of attacks



conducted without much determination or, as far as they could tell, purpose. The danger was that one or another of the Soviet armies would strike a weak spot, of which there were several. On the morning of the 13th, that happened when Second Shock Army, making its first real effort, brought down a heavy artillery barrage and then hit the boundary of the 126th and 215th Infantry Divisions south of the railroad. Boundaries were always difficult to defend, and this one was more difficult because the 126th Infantry Division was a recent arrival to the Eastern Front. In a day, a gap four miles wide opened between the two divisions. Second Shock Army had almost executed the first stage of its assignment, but, during two more days of fighting, it was unable to open the gap wider.5 Something, much in fact, was going wrong on the Soviet side. On the 15th, Fourth Army and Fifty-second Army stopped and went over to the defensive. The History of the Great Patriotic War says, "There were serious defects in the organization of the offensive, such as the dispersion of the forces in many directions. . . ."6 On the 16th, Meretskov stopped to regroup.

South of Lake Ilmen

As the Germans watched Volkhov Front get off to a ragged start, they began to believe the actual Soviet main


effort was going to be south of Lake Ilmen, where General Kurochkin's Northwest Front also began the offensive on 7 January. Late in the day on the 7th, Sixteenth Army outposts on the south shore of the lake saw Soviet motor convoys and ski troops with sleds coming southwest across the lake. In the wilderness south of the lake, in fact over most of the distance to the army group boundary, Sixteenth Army had only established a line of strongpoints, not a solid front. By daylight the next day, two Soviet divisions were across the lake and beginning to push south ten miles behind the front. On the 9th, while Sixteenth Army scraped together a few battalions to screen Staraya Russa, Russians on skis and pulling sleds moved south along the frozen course of the Lovat River to the Staraya Russa-Demyansk road.

Eleventh Army was beginning to carry out its share in the counteroffensive, and Leeb and Busch saw at once that the army could be dangerous. Staraya Russa, close behind the front, was the railhead and main supply base for all of Sixteenth Army's line south of Lake Ilmen and an Eleventh Army thrust past Staraya Russa to Dno, eighty miles to the west, could cripple the German lateral railroad and road communications all the way north to Leningrad.7

West of Ostashkov, on Sixteenth Army's extreme right flank, Third and Fourth Shock Armies went over to the offensive on the 9th. Their attack hit two regiments of the 123d Infantry Division which were holding a thirty-mile-long line of widely spaced strongpoints running north from the army group boundary. Many of the strongpoints were so far apart that the first Soviet waves simply marched west between them. In three days all of the strongpoints were wiped out and a thirty-mile-wide gap had been created.

The breakthrough on the south raised the immediate prospect of an encirclement that seemed to be the only worthwhile purpose the Soviet initiative could serve.8 Kurochkin had, in fact, "amended" his instructions from the Stavka and ordered Thirty-fourth Army to become "more active toward the west" and Eleventh Army and Third Shock Army to dispatch forces off their flanks to block the line of the Lovat River against a German retreat.9 Sixteenth Army was managing to cover Staraya Russa by bringing in police and security troops from the rear area, but there were no reserves to be had for the south flank. On the afternoon of the 12th, Leeb ordered Busch to have II Corps, his southernmost corps and the one standing farthest east, to get ready to pull back. Then he called Hitler and proposed to begin taking the whole front south of Lake Ilmen back gradually to the Lovat. Hitler replied that he had to consider the effect on the whole front and told Leeb to come to the Fuehrer Headquarters the next morning when they would "discuss the matter in its full context."10

The "discussion" was brief and one-sided. Hitler ordered Leeb to hold the line south of Lake Ilmen where it was and to scavenge enough strength out of the existing front to counterattack and close the gap on the south. A withdrawal he said would expose the


Army Group Center flank and that would be intolerable. The order had been cleared to go out over the teletype before Leeb arrived at Fuehrer Headquarters, and after his departure, Field Marshal Keitel, chief of the OKW, called ahead to the Army Group North command post in Pskov to leave the message that the Fuehrer "would be pleased" if Leeb, on his return, would personally impress on Busch "the unconditional necessity for holding the south flank."11 Whatever the necessity, Leeb did not believe it was possible to hold the flank, either before he talked to Hitler or after.12

When Leeb returned to Pskov, Third Shock Army was approaching the Kholm-Demyansk road. On the 15th, the Russians were fanning out across the road. Believing the whole front south of Lake Ilmen would henceforth have to be drawn in toward Staraya Russa, Leeb asked either that he be relieved or that he be allowed to order the retreat while he still had some room for maneuver. A clue to what the answer would be came through General Halder, chief of the General Staff, who called Leeb's chief of staff, General Brennecke, and told him to "put all of the powers of the General Staff in motion . . . and extirpate this mania for operating. The army group has a clear order to hold," Halder added, "and the highest command will assume all the risk."13 On the 17th, Hitler relieved Leeb "for reasons of health" and appointed Kuechler to command the army group.

The "Brawl"

For Hitler the lines were drawn. The winter's battles on the north flank would be fought toe-to-toe wherever they occurred. Hitler had made his decision. Army Group North would stand fast.

For the time being, Hitler's instinct was better than Leeb's professional judgment. The encirclement Leeb had believed imminent did not develop--not yet. Eleventh Army had a foothold on the Staraya Russa-Demyansk road but no more. Third and Fourth Shock Armies were bent on executing the operation laid out for them in December, namely, to drive a wedge between Army Groups North and Center, but both were advancing in two directions at once and their "strengths were not sufficient for such assignments."14 Like Second Shock Army, they were not the powerful aggregations of combined arms that their designations implied. General Eremenko, who had been wounded in October 1941 while commanding Bryansk Front and had taken over Fourth Shock Army after he returned from the hospital in December, had been short 1,000 officers and 20,000 enlisted men when the offensive began. His table of organization had provided for three tank and ten ski battalions. One of the tank battalions and five ski battalions had then not arrived. Eremenko had been relatively better off than his colleague at Third Shock Army, General Leytenant M. A. Purkayev, because Fourth Shock had the former Twenty-seventh Army as a basis on which to build. Third Shock Army was new from the ground up and could


only be made ready at the last minute by transfers of personnel from Fourth Shock Army, which also had to share its supplies. On the day the offensive began, both armies had been close to the edge in rations and ammunition, and the only gasoline Fourth Shock Army had was that which was in its vehicles' tanks.15

On 21 January, Fourth Shock Army took Toropets, and a day later Third Shock encircled Kholm. The distances were impressive, sixty miles to Toropets, fifty-five to Kholm, but the substantive accomplishments were less so. Both armies had run out of supplies, and a scattering of German units was still able to hold Kholm. Fourth Shock Army captured enough German stores at Toropets to keep on the move, but the Stavka's plan now required Eremenko to head due south out of the Army Group North area into the rear of Army Group Center. On 22 January, Third and Fourth Shock Armies were shifted to the control of Kalinin Front, which reduced Kurochkin's problems but increased those of the front's commander, General Konev.16 To the Germans, although it further endangered Army Group Center, Eremenko's turn south was almost a relief. Halder remarked that it was better than if the turn had been to the north because then holding Leningrad would have become impossible.17

Seen from the German side, one of the most disconcerting features of the offensive against Army Group North thus far was its erratic execution. His


tactical sensibilities offended, Halder was even moved to complain that the whole war appeared to be "degenerating into a brawl." The drive by the two shock armies was "senseless," he said, because it could not in the long run accomplish anything decisive against either of the two German army groups.18 Unable to conceive that the Stavka would deliberately fritter away strength in secondary attacks, Hitler, Halder, and Kuechler concluded that the main blow was yet to come and would be aimed at the Leningrad bottleneck, where a ten-mile advance could break the siege. They were wrong. The "brawl" was going to continue.


Breakthrough on the Volkhov

In the week after Volkhov Front's attacks had bogged down north of Lake Ilmen, Meretskov had reassessed his prospects and had regrouped to exploit a weak spot Second Shock Army had found on the Volkhov. The Germans had managed "to screen the gap but in doing so had had to leave the Russians holding a three-by-five-mile bridgehead. On 21 January, Second Shock Army, flanked on the left by Fifty-second Army and on the right by Fifty-ninth Army, began battering the western face of the bridgehead. The flanking armies were drawn in close to roll up the enemy front to the south and to the north when the breakthrough was made.19 In the meantime, the offensive had changed from a grand, five-army effort to chop up the whole front between Lake Ladoga and Lake Ilmen into essentially a single thrust by Second Shock Army that was still seventy miles from the siege line at Leningrad.

Second Shock Army did well in the first five days of the second attempt, getting through the front to a distance of almost twenty-five miles, but in doing so, it did not put itself within range of any significant objectives. The territory in which it was operating was the headwaters country of the Luga and Tigoda rivers, a vast, almost unsettled stretch of swamps and peat bogs, that was mostly underwater except in winter. Having a Soviet army roving behind their front was, of course, disconcerting to the Germans, but the greater immediate danger was that the flanking armies would widen the breakthrough. Fifty-ninth Army, particularly, by pushing north as far as Chudovo on the Moscow-Leningrad railroad, could have opened a 25-mile gap and a clear approach along the railroad to Leningrad. But the Germans kept a tight grip on Spaskaya Polist, twenty miles south of Chudovo, and by also tying Fifty-second Army down limited the breach to six miles and forced Second Shock Army to operate in a pocket.20

A Mutual Frustration

Volkhov and Northwest Fronts were, in the Soviet postwar view, unable to exploit their numerical superiorities to the fullest because of three problems: difficult terrain, weaknesses in support, and inexperienced commands. Since the first affected both sides about equally, the latter two were the most significant. Supplies had been short in all the armies, but Meretskov experienced some improvement at Volkhov Front after late January when A. V. Krulev, who was the deputy defense commissar in charge of logistics, arrived to expedite the shipments. The inexperience of the commands was, according to the History of the Great Patriotic War, the most persistent problem. Meretskov had already removed one commanding general of Second Shock Army a day or two before the offensive began, and later he wrote his account of the army's operations that reads in places like a roster of failed staff officers. Eremenko, writing from the point of view of an army commander, sees his own and his subordinate staffs as confident and competent, and the front command as elaborately cautious on the one hand and capricious


on the other.21 The Germans became aware as the fighting went on that the commands of the lower echelons were having troubles. Army Group North's radio monitors intercepted messages from army NKVD O.O. sections to division and brigade sections calling attention to a large increase in "nonfulfillment of combat assignments" and ordering the sections to intervene "to reestablish proper order among the units."22

As January ended, the fighting on the north flank appeared to be settling into a state of slow motion. Snow over three feet deep covered the ground and below-zero temperatures persisted, but these were not the reasons for the slowdown. Mutual uncertainty had simply brought into being a near-deadlock. The Germans' position was precarious, and they could do nothing to change it. The Russians had the initiative, but they could not exploit it. South of Lake Ilmen, two German corps, II Corps and X Corps, were holding an eastward projecting salient around Demyansk. The Soviet Eleventh Army had driven a twenty-mile-deep wedge into the corps' north flank east of Staraya Russa that cut their best supply routes and made a substantial start toward enveloping the salient. On the south flank, II Corps had Third Shock Army standing at Kholm fifty miles to its rear and Thirty-fourth Army probing northward into the mostly vacant space in-between.

Having no more than a scattering of reserves, Sixteenth Army had to thin the front on the east to screen the corps' flanks. Its commander, Busch, disgruntled at having been passed over for command of the army group and, as Leeb had been, fearful of an encirclement, wanted to strengthen the south flank against an enveloping thrust from that direction. Kuechler, irked by Busch's clinging to the idea of a potential threat on the south flank that had already cost Leeb his command, agreed with Halder that the greater danger was on the north. Halder insisted that as an old soldier he had "a certain nose for such things," and it told him the threat was not from the south but in the north, specifically at Staraya Russa which was the key to the entire German position south of Lake Ilmen.23

While the argument at the top ran on, the troops that II and X Corps were able to free were just barely enough, as long as the enemy moved slowly, to keep the Russians from swinging in behind the corps. On the Volkhov the situation was similar. Eighteenth Army, which had taken over the area of the breakthrough, was confident it could deal with Second Shock Army after it closed the gap in the front, but all the troops it could spare were having to be used just to keep the gap from widening.24

Toward the end of the first week in February, Army Group North for several days could report "nothing particularly wrong."25 The Soviet offensive seemed to be decaying into a succession of uncoordinated attacks, some locally dangerous, but none likely to alter the


situation drastically. For the moment Army Group North was almost less concerned about the Russians than about how its railroads were running. The problem was not a new one although the snow and cold had made it worse. It could be traced all the way back to the planning for BARBAROSSA that had left the operating of the railroads in the occupied areas as well as in Germany under civilian control. Working on the Eastern Front was the least popular of the railroad men's assignments, and there the Army Group North zone was apparently the most undesirable. The army group believed its raillines were being run by the culls of the whole system. Halder suggested arresting a few and turning them over to the Gestapo as an object lesson for the others.26

In Leningrad, time and the weather appeared to be working for the Germans. Prisoner-of-war and deserter interrogations indicated that Leningrad was in catastrophic condition owing to hunger and to cold. Hitler urged the army group several times to consider taking advantage of the relative quiet on the front and to push in closer toward Leningrad, but Kuechler refused because he could not spare enough troops to take the city, and any line closer than the one Eighteenth Army then held would be underwater when the spring thaw began. The approaching thaw, which could come in five or six weeks, also gave rise to speculation that the Soviet winter offensive might be nearing its end. Halder thought the Russians would not attempt anything big so late in the season.27

In the midst of what almost appeared to be an impending calm, Sixteenth Army identified two new Soviet units, I and II Guards Rifle Corps, on 6 February. The two corps were deployed back to back in the wedge Eleventh Army had driven in east of Staraya Russa. From this position, the corps could split the German front in several directions, but for the moment their actions did not disclose any particular purpose, and they could themselves be trapped by an attack across the base of the wedge. General Brennecke, the Army Group North chief of staff, saw the deployment of the two Russian corps as the beginning of a final attempt to cut off II and X Corps around Demyansk. Halder, on the other hand, was puzzled as to what the Russians might do. The Soviet commanders were so browbeaten, he believed, that they would try almost anything just to have a tactical success to show. Rather than to wait and see what they would do, Sixteenth Army decided to strike east behind the two Soviet corps with the 5th Light Division. The division although fresh from Germany was forced to attack directly off the trains that brought it in, and half of it was still scattered along the railroad as far back as Riga. The result of the attack was almost instantaneous failure, and the few parties that had advanced had to be brought back under the cover of darkness on the night of the 10th.28

The Germans' uncertainty had been more than matched by complications on the Soviet side of the front. In the third week of January, Kurochkin had proposed concentrating first on encircling and then destroying II and X


Corps west of the Lovat, but the Stavka had not been willing to delay the projected advance past Staraya Russa toward Dno and Luga. By then it had also begun thinking about turning Third Shock Army northwest after it reached Kholm for a deep thrust to Pskov. Late in the month the Stavka had given Kurochkin the I and II Guards Rifle Corps and the First Shock Army with orders to do both the thrust to the west and the encirclement. First Shock Army, which had been shipped north from the front west of Moscow without a rest, was to spearhead the attack past Staraya Russa. The two rifle corps were to be used against II and X Corps, and the area to be encircled was much enlarged. Third Shock Army, in the meantime transferred to Kalinin Front, would act as the southern arm, and II Guards Rifle Corps would close the ring from the north by a long drive west of the Lovat to Kholm where it would join Third Shock Army and subsequently take part in the advance to Pskov. Although it would be starting deep in Kurochkin's territory, II Guards Rifle Corps was subordinated to Kalinin Front.29

North of Lake Ilmen, in the second week of February, time was getting short. Leningrad was starving, and another four to six weeks could bring the mud and floods of the spring thaw. Volkhov Front had widened the gap enough at least to put Second Shock Army's supply line out of enemy rifle and machine gun range, but the Germans held tight at Spaskaya Polist on the crucial north shoulder. Under fierce pressure from the Stavka to accomplish something toward relieving Leningrad, Meretskov tried to get Secand Shock Army aimed toward Lyuban, which would put it about halfway to Leningrad. Second Shock Army, however, persisted in pushing due west where the German resistance was lighter. Neither the presence at the front headquarters of Marshal Voroshilov as a representative of the Stavka nor the relief of Second Shock Army's chief of staff and its operations officer was enough to get the army headed in the right direction.30

Encirclement at Demyansk

Lyuban and Staraya Russa were going to stay in German hands for a long time, the latter long enough to become a legend on the Eastern Front. The winter, and Hitler, however, were going to give the Soviet forces their first opportunity in the war to execute a major encirclement. It was one that, once Hitler had tied the II and X Corps down around Demyansk, the Russians could hardly have helped achieving. The pocket had begun forming in the first days of the offensive, and from then on it was almost a collaborative work between the Soviet commands and Hitler.

As Eleventh and Thirty-fourth Armies turned in behind Demyansk in January, II and X Corps, which had been forbidden to maneuver, wrapped their lines around to the west. On the south, II Corps held Molvotitsy as a cornerpost. The 290th Infantry Division established a northern cornerpost fifteen miles due east of Staraya Russa. By retaining the 5th Light Division at Staraya Russa, Sixteenth Army kept alive a hope that it could strike across the


gap to the 290th Infantry Division and turn the tables on the enemy, but the chances of doing that dwindled after I and II Guards Rifle Corps and First Shock Army put in their appearances. One of the first effects of the Soviet reinforcement was to compress the 290th Infantry Division's front into a narrow, fingerlike projection off the main line of the Demyansk pocket, which was pushed away to the south.

I and II Guards Rifle Corps had the job of completing the encirclement, and they had instructions on how to do it directly from Stalin, who told their commanders, General Mayor A. S. Gryaznov and General Mayor A. I. Lizyukov, "Move in strong groupings, and do not stretch out. If you become extended, you cannot move fast. Maintain your groupings, and do not divide regiments and battalions. Do not lose contact with advance detachments."31 The instructions were good, but, "as a practical matter," the "exceedingly long distances" the corps had to cover made them "unfulfillable."32

Since the Germans could not prevent it and did not propose to attempt to escape from it, completing the encirclement became almost a technicality. The II Guards Rifle Corps cut the last German overland supply line on 9 February, and thereafter II Corps, under Generalleutnant Graf Walter von Brockdorff-Ahlefeldt, became responsible for the six divisions in the pocket, since Headquarters, X Corps, was located outside, at Staraya Russa. A supply airlift began three days later, and Brockdorff reported on the 16th that he had 95,000 men in the pocket and needed at least 200 tons of supplies a day to survive. He was then getting 80 to 90 tons a day.33

The II Guards Rifle Corps completed an outer ring on 15 February when it made contact with elements of Third Shock Army northeast of Kholm.34 In fact, the outer ring had little more than token significance, since there were no Germans within miles of it over most of its length. A much more dismaying event for the Germans came on the 18th, when the 290th Infantry Division had to withdraw into the main line of the pocket. Until then the OKH and the army group had been able to talk about launching the 5th Light Division east "in a few days."35 Losing the northern cornerpost was also more important to the Germans than the closing of the inner ring, which they were not aware of when it happened. Soviet accounts give two dates. The History of the Great Patriotic War gives 20 February, at Zaluchye, just outside the pocket and due east of Demyansk.36 Zhelanov says the inner encirclement "advanced slowly" and was not completed until 25 February, when I Guards Rifle Corps made contact at Zaluchye with a Third Shock Army rifle brigade coming from the south.37

On 22 February, Hitler designated the Demyansk pocket a "fortress." The next such fortress would be Stalingrad, and after it there would be many more, but in the winter of 1942 the term was new. It implied permanence. A Kessel


("encircled pocket") was an accident of war. A fortress was a deliberate creation and, in Hitler's conception, a purposeful tactical device. On the 18th he had already talked about staging a thrust from Demyansk south to close the eighty-mile-wide gap to Army Group Center. By the 22d he and the OKH were mulling over several plans for restoring contact with the fortress. And the war was giving them time: a sudden quiet was falling over the whole Eastern Front, which was remarkable by itself because 23 February was the Day of the Red Army and attacks to commemorate it had been expected. Around Demyansk the perimeter of the pocket stabilized. The gap between it and the main front at Staraya Russa was twenty miles and somewhat less farther south on the Polist River.

On the South Flank

Bock Goes to Poltava

On the morning of 16 January, Field Marshal Bock, his intestinal ailment abated, was getting ready to follow his doctors' advice and take several weeks' rest in the Austrian mountains when an officer telephoned from the army personnel office to ask whether Bock would be willing to take immediate command of Army Group South. The army group commander, Field Marshal Reichenau, the caller explained, had suffered a stroke and was not expected to live. The next day, Bock was aboard a dirty, unheated sleeping car on a train to East Prussia that was late. He stopped on the morning of the 18th at the OKH command post in Angerburg, where he learned that Reichenau had died, and then went on to a late breakfast with Hitler in the Wolfsschanze compound. At the table Bock complained about the decrepit state of the railroads. Hitler agreed but added that he had recently put all the systems under the railroad minister and with that seemed to imply that he had done what was needed.

Afterward, General Schmundt, Hitler's chief adjutant, told Bock that the current topic of concern at Fuehrer Headquarters was the exodus of the generals, not the condition of the railroads. First there had been Field Marshals Runstedt and Brauchitsch, Schmundt said, then Generals Guderian and Hoepner, and in the last few days, Strauss, Leeb, and Reichenau had followed. It was causing talk in Germany and abroad. To counteract the talk, Schmundt disclosed, Hitler had sent Brauchitsch, who had recently undergone a heart operation, a warm telegram, which was being released to the news services. Rundstedt was being asked to represent the Fuehrer at Reichenau's funeral, and, Schmundt added as an aside that Hitler wanted to have some pictures taken with Bock before he departed to Army Group South.

Bock's main qualification at the moment appeared to be his publicity value. His mission, as Hitler explained it, hardly seemed to justify his recall. The Army Group South front, Hitler said, was "secure"; a little "cleaning up" needed to be done. But all he really expected Army Group South to do was sit tight through the winter.38

When he alighted at the Poltava airfield on the morning of the 19th, Bock found General Hoth there to meet him. Hoth, who had commanded


Third Panzer Group in the summer of 1941, was currently commanding Seventeenth Army, and for the past several days, had been acting commander of Army Group South. Hoth's presence was a modest courtesy. In better times and a better season--the temperature was several degrees below zero--a field marshal could have expected more. On the quiet, secure front to which Bock had been told he was going, he could have expected a more ceremonious welcome even in such weather, but the front was no longer quiet, and it was far from secure. On the ride to Poltava, Hoth told Bock that the Russians had broken through at Izyum the day before and were streaming westward practically unimpeded. The army group, Bock also then learned, had no reserves. A Rumanian division and two German divisions were coming in, but the railroads in Russia were infinitely worse than what Bock had experienced in Germany, and moving the divisions would take weeks.39

The Izyum Bulge

Izyum was an insignificant town on the Donets River. The lay of the front and the objectives of the general offensive had temporarily made it a focal point of Soviet strategy. It was closer than any other locality on the front to the main southern crossings of the Dnepr River, Dnepropetrovsk and Zaporozhye. It was the key, as well, to the southern approaches to Kharkov and a good springboard for a thrust into the rear of Seventeenth and First Panzer Armies. (Map 11.)

In accordance with the Stavka plan, Marshal Timoshenko, commander of Southwestern Theater, on 18 January, launched two related but separate thrusts across the Donets in the Izyum area. In one, to be conducted by Southwest Front, Sixth Army and VI Cavalry Corps would strike northwest to meet a thrust coming west off Thirty-eighth Army's right flank and would envelop Kharkov. In the other, South Front's Fifty-seventh Army would advance west to Dnepropetrovsk and Zaporozhye and then south in the direction of Melitopol. Timoshenko held Ninth Army as his Southwestern Theater reserve and stationed I and V Cavalry Corps behind Fifty-seventh Army as General Malinovskiy's South Front reserves. Malinovskiy and Timoshenko expected General Leytenant D. I. Ryabyshev, the Fifty-seventh Army commander, to reach Bolshoy Tokmak, just north of Melitopol, in twenty-two to twenty-four days.40

The offensive on the south flank was simplified somewhat by the early elimination of the other parts of the general offensive originally scheduled in the Southwestern Theater. Its prospects of succeeding, however, were probably also reduced. Bryansk Front and the right flank armies of Southwest Front had begun their attacks toward Orel and Kursk in the first week of January, had not made worthwhile gains, and were winding down to a stop by the middle of the month. General Manstein's counterattack on the Crimea turned the tables there after 15 January. The Crimean Front (Transcaucasus Front renamed) was created at the end of the


Map 11
The Soviet General Offensive
South Flank
16 January-1 February 1942


month and given orders to resume the offensive, but it would not be ready until the last of February.41

Seventeenth Army's left flank covered Izyum and the loop of the Donets and tied in with Sixth Army at Balakleya twenty-five miles to the northwest. On the morning of the 18th, the Soviet Fifty-seventh and Sixth Armies opened the attack on a sixty-mile front flanking Izyum on both sides from Slavyansk to Balakleya. Although the ground in the Ukraine was more open than that of the northern forest zone, the weather and their shortage of troops had forced the Germans to resort to a strongpoint line there as well. Bypassing some of the strongpoints and overrunning others, the Russians had penetrated the front in a number of places before nightfall, and Seventeenth Army was beginning to evacuate hospitals and supply dumps close to the line. Before 1200 the next day the army had committed its last reserves, and by afternoon, one Soviet spearhead supported by a brigade of tanks was heading toward Barvenkovo, twenty miles southwest of Izyum on the army's main supply line, the railroad from Dnepropetrovsk to Slavyansk. Seventeenth Army was being pushed away to the east into a pocket on the river that could become a trap for both it and First Panzer Army if the Soviet drive carried through to the Dnepr crossings.42

By the 22d, Seventeenth Army's entire flank north of Slavyansk was torn away, and Southwest Front units were turning behind Sixth Army. General der Panzertruppen Friedrich Paulus, who had taken command of Sixth Army just one week before, had to commit all of his reserves around Alekseyevskoye, forty-five miles northwest of Izyum, to cover the southern approach to Kharkov. In two more days the offensive secured an unanticipated dividend: during the night of the 24th, Bock decided to bring Panzer Detachment 60 north out of the Crimea that meant the end of Manstein's attempt to retake the Kerch Peninsula.43

Between 22 and 24 January, Malinovskiy committed the I and V Cavalry Corps on the left flank of Fifty-seventh Army west of Slavyansk.44 By the end of the day on the 25th, after one week on the offensive, the Russians had chewed a 3,600-square-mile chunk out of the German front and had covered better than half the distance from Izyum to Dnepropetrovsk. The next morning Hoth proposed that Seventeenth Army's mission henceforth be to cover Dnepropetrovsk. Late in the day he told Bock that there were only two possibilities left: either a "desperate" attack to the west across the line of the Soviet advance toward Dnepropetrovsk or "quick" action to organize countermeasures with resources from elsewhere.45 Especially after he heard that one or two of the corps commanders were talking about sacrificing their equipment to save the troops, Bock believed that Hoth was on the verge of turning the whole army around and


heading west. Alarmed at this prospect, Bock the next morning ordered Hoth to hold the army where it stood under all circumstances until reserves could be brought up. Bock also had the feeling that Hoth and his staff were "overtired from the strain of the last days" and decided to put Seventeenth Army under General Kleist, the "enterprising" commander of First Panzer Army. Creating such ad hoc commands had been a favorite, and not uniformly successful, device of Bock's while he commanded Army Group Center. He believed it would spur Kleist to give more and faster help to his neighbor, Seventeenth Army, and Hoth, less a prima donna than many German army commanders, agreed.46

Early in its second week, the battle in the Izyum bulge was also reaching a climax for the Soviet commands--and producing some disappointments for them. The sharpest of these was their failure to expand the opening in the front. The Germans held tight to Slavyansk and Balakleya, which kept their lines north and south of those places firmly anchored and stable. Channeled into a fifty-mile-wide corridor, the Soviet armies tended to lose momentum--and confidence. Sixth Army hesitated to make the turn north toward Kharkov while its neighbor on the right, Thirty-eighth Army, was stuck at Balakleya. Thirty-seventh Army, which was to have pinched off Slavyansk and to have accompanied Fifty-seventh Army on its push south, did not do that, and Fifty-seventh Army and the two cavalry corps, as they bore south, entered a region heavily dotted with towns which the Germans could exploit as strongpoints.

Consequently, as the History of the Great Patriotic War puts it, the Stavka "refined" the missions of Southwest and South Fronts. On 26 January, Timoshenko committed Ninth Army alongside Fifty-seventh Army, and between then and the end of the month the Stavka gave Southwest Front 315 tanks, 4 rifle divisions, and 4 rifle brigades. Fifty-seventh and Ninth Armies and the cavalry corps were to head south to "coax" Seventeenth Army out of its line on the east and into battle in the open and to reach the coast between Mariupol and Melitopol. Sixth Army, apparently putting its thrust toward Kharkov in abeyance, was to drive west toward the Dnepr.47

In refining the missions, the Stavka and the Southwestern Theater seemed in actuality to have converted the offensive into a clutch of tank-supported, deep cavalry raids. Seventeenth Army captured Soviet orders of 25 January assigning the thrusts to the west and south to the three cavalry corps. The VI Cavalry Corps, still attached to Sixth Army, was to drive west via Lozovaya toward the Dnepr, and I and V Cavalry Corps were to push south ahead of Fifty-seventh and Ninth Armies.48 Against these, Kleist was moving in from the south the "von Mackensen" Group--14th Panzer Division, 100th Light Division, and Panzer Detachment 60 under General von Mackensen--and from the west XI Corps, which at first had only remnants of two divisions but was



getting an infantry division and several regiments via Dnepropetrovsk. General von Mackensen, who was commanding general, III Panzer Corps, brought his staff with him from its sector on the First Panzer Army right flank. Paulus, at Sixth Army, had already set up two groups of mixed regiments (the Groups "Dostler" and "Friedrich") to cover the north face of the bulge.

For three days, in snowstorms that closed the roads to everything but tanks and horse-drawn sleds, Kleist's units maneuvered into position to meet the more mobile Soviet cavalry and tanks. On the 31st, the advance elements of Panzer Detachment 60 and 14th Panzer Division came up against the I and V Cavalry Corps' spearheads forty miles south of Barvenkovo, and the Soviet cavalry, having outdistanced their own tanks, faltered and turned back.

Observing that the Soviet forces "are split into three groups and have given way under localized counterattacks," Bock then ordered the "von Mackensen" Group, XI Corps, and the "Dostler" and "Friedrich" Groups to attack from the south, west, and north "with the aim of destroying the enemy."49 After a week and a half of fighting in zero-degree weather, high winds, and drifting snow, the "von Mackensen" Group pushed north to within ten miles of Barvenkovo by 11


February. The XI Corps and the "Dostler" and "Friedrich" Groups did not succeed in driving the Russians back more than a few miles, but, together with Seventeenth Army and the "von Mackensen" Group, they had drawn a reasonably tight line around the bulge by the 11th, one that would stand up during the weeks before the thaw set in as a deterrent to repeated Soviet attempts to break away to the west and south.

In the Center

The retreat to the KOENIGSBERG Line, according to Hitler's order of 15 January, was to be made "in small steps" and accomplished "in a form worthy of the German Army." The gap at Ninth Army west of Rzhev was to be closed as was the one between Fourth and Fourth Panzer Armies west of Maloyaroslavets, and Yukhnov was to be held "under all circumstances." The troops to carry out these missions were to be acquired by thinning the front as it came back.50 To ensure execution as Hitler had specified, Field Marshal Kluge, Army Group Center commander, told Third and Fourth Panzer Armies, both of which had thirty to forty miles yet to go, that the withdrawal would not begin until he gave the order, and when it did begin, he would control the movements day by day.51 For Fourth Army he made an exception, allowing it to begin "as of now."52 (Map 12.)

Fourth Army Fights To Survive

Fourth Army was an island, the remains of four corps jammed into a 25-by-20-mile space east of Yukhnov with a fifth corps struggling to hold open 40 miles of the Rollbahn west of Yukhnov. The gap between Fourth Army and its neighbor on the north, Fourth Panzer Army, was 15 miles wide at the mouth and ballooned westward behind both armies to an unknown extent. The light Storch reconnaissance planes that occasionally flew over parts of the area brought back conflicting reports, their pilots being understandably reluctant to linger over a hostile, frozen wilderness where being downed meant certain death. After having been cut on the 13th, the Rollbahn was open again on the 15th, but the situation maps showed the front almost on the road, and in places on the ground the Russians were only an easy rifle shot of 400 yards away. Kluge's permission for Fourth Army to go back brought no sense of relief. The army chief of staff told the OKH that the army was fighting for its "naked existence" and all decisions were too late. General Heinrici, XXXXIII Corps commander and the senior officer at the front (army headquarters was at Spas-Demensk, 60 miles southwest of Yukhnov), said the troops' confidence in their leadership was collapsing. Orders to hold at all cost had been read to them only a day before, and now they were being told to pick up and move.53

To save itself, Fourth Army would have to keep the Rollbahn open and, in coming west, stretch its front north to


Map 12
The General Offensive
Army Group Center
24 January-18 February 1942


meet Fourth Panzer Army and close the gap. Doing so meant shifting almost the whole army obliquely to the northwest a distance of some fifteen miles. That maneuver became vastly more complicated on the 18th when a Soviet force drove toward the Rollbahn from the north and another unit of Russian cavalry coming from the south cut the road in two places. The noose was closing. Soviet divisions were in front of and behind the army. Shuttle flights of twenty to twenty-five planes were delivering troops and supplies every night deep at the rear of the army. In the vast forested triangle between Vyazma, Spas-Demensk, and Yukhnov, partisan detachments were conscripting men from farms and executing village elders who had worked for the Germans.

On the morning of 19 January, General Kuebler went to the Fuehrer Headquarters to report himself sick and to give up command of Fourth Army. Kuebler, who was not one of the better known generals, departed quietly on the 21st, and Heinrici took command of the army, also quietly. Nevertheless, the day brought a change of mood to the army. Heinrici, as commanding general, XXXXIII Corps, had been a prophet of catastrophe but had never yet failed to bring his corps out of the tightest spot. The staffs and troops obviously hoped he could do the same for the whole army. And the army did seem at once to get a new start, if a coincidental one. On the 21st, the temperature was -40 F. all day, and the fighting stopped. The next day, in weather -10 F., LVII Corps took the Russians by surprise and reduced the gap to Fourth Panzer Army to about five miles. After XXXX Corps also cleared the Rollbahn and kept it open for twenty-four hours, Heinrici told Kluge the situation was "beginning to turn"; although the gap on the north was not closed yet, "something" was beginning to happen.54

In knee-deep snow and temperatures ranging as low as -40 F., both sides had to prepare and time every move precisely. Frostbite and exhaustion could claim as many casualties as the enemy's fire. Soviet soldiers frequently fell dead of exhaustion minutes after being captured. No one knew how often the same thing happened to the troops in battle.

Heinrici opened another attack to the north on the morning of the 25th with "enough artillery to cover the whole gap," but a fresh Soviet division had moved in, and the temperature was down to -40 F. again. One regiment advanced three miles, saw no sign of XX Corps, which was to have pushed south off Fourth Panzer Army's flank, and fell back. Heinrici then proposed shifting the line of attack west to the Yukhnov-Gzhatsk road, but Kluge thought that also might fail because the Soviet forces behind Fourth Army "may be stronger than we suspect."55

Kluge was, in fact, slightly prescient. Within the next few days, Soviet strength behind Fourth Army would be greatly increased. On the nights of the 26th and 27th, I Guards Cavalry Corps, under General Belov, a mustachioed veteran cavalryman, crossed the Rollbahn and headed north. The cavalry corps, 5 cavalry divisions, 2 rifle divisions, and artillery detachments,


was Tenth Army's mobile group. Belov was looking to gather up partisan detachments as he went and to make contact with IV Airborne Corps, which was landing southwest of Vyazma. He and General Mayor A. F. Levashev, the airborne commander, were to coordinate their operations with Headquarters, Thirty-third Army, under General Leytenant M. G. Yefremov, which was setting up inside the gap between Fourth and Fourth Panzer Armies. Belov also had orders to link up with XI Cavalry Corps, which was bearing in on Vyazma from the northwest.56 Fourth Army's position would have been even worse had the Soviet commands not been directing their efforts primarily toward Vyazma.

Contact at Sukhinichi

In the midst of its own flight for survival, Fourth Army received and recorded occasional radio reports from Sukhinichi. It could do nothing else for its 4,000 troops isolated there. When the weather permitted, the Luftwaffe dropped in enough supplies to enable Generalmajor Werner von Gilsa, the commander of the garrison in Sukhinichi, to withstand a siege that was being conducted more than a bit lamely. But time was on the Soviet side. It hardly appeared possible that four battalions could survive long in the dead of winter or that Second Panzer Army could muster enough strength on its stretch of the Sukhinichi perimeter to stage a relief.

On 16 January, however, as XXIV Panzer Corps was being assembled around Zhizdra to attempt to relieve Sukhinichi, one battalion of the 18th Panzer Division--the only one there at the time--made a sudden easy jump to the northeast. When it learned that the battalion had only met rear elements of Soviet divisions standing north of Zhizdra, the corps ordered 18th Panzer Division and the 208th Infantry Division to push ahead toward Sukhinichi. By the 19th, the day the attack had originally been scheduled to begin, they were nearly halfway there, but the Russians were hanging on their heels and closing in behind them. Expecting not to have the momentum to reach Sukhinichi, XXIV Panzer Corps told the garrison there to get ready to break out, but the army group also picked up the radioed message, and Kluge sharply warned Gilsa that Hitler had not lifted the order to hold the town. When the garrison passed to the control of Second Panzer Army on the 20th, General Schmidt took the opportunity to ask Hitler whether the order was still in force and received the reply that it most definitely was. After another day, in -40 F. weather and against at least one fresh Soviet division, the Stavka had rushed in from the Moscow area, XXIV Panzer Corps could no longer sustain thrusts by both of its divisions, and 18th Panzer Division had to attempt to go the last ten miles alone. On the afternoon of the 24th, with just two battalions still in motion, 18th Panzer Division made the contact.57

To the K-Line

Determined to retreat to the K-Line (KOENIGSBERG Line) in as "worthy" a manner as Hitler desired, Kluge held



Third and Fourth Panzer Armies back for three days. He waited until after 1200 on the 18th before giving their commanders, Generals Reinhardt and Ruoff, permission to start the withdrawal, and then he stipulated that it was to be done in four stages of five to eight miles with a day's pause at each phase line. The main forces were to move at night, the rear guards in the daytime, with the final line to be reached on the morning of the 24th by the main forces and "if possible" not before the morning of the 25th by the rear guards.58 Again, as they had on their march to the Lama and Ruza rivers in December, the armies would have to fight their way back without breaking contact with the enemy and in the open in below-zero weather.

The first night and day of the withdrawal showed that what was a tactical masterpiece on paper was working out as a near disaster. The Soviet infantry followed their every step, and it had tanks, T-34s, and some of the 52-ton KVs. Field howitzers with Rotkopf hollow-charge ammunition and 88-mm. guns could handle the tanks, but they had to stay on the roads, and without protection they were not only vulnerable to direct hits, as were the tanks, but to near and sometimes not so near misses. Among the infantry, many of whom were replacements or men combed out of the rear echelons, the sight or sound of tanks was often


enough to raise a panic. But the tanks were not the troops' most pervasive enemy; the cold was. The earth, a foot soldier's first and last refuge, became a menace. Frozen hard as iron, it drew heat from a man's body faster than the air did. The soldier who remained upright still did not have as good a chance of surviving as one who did not, but most had seen too many others never rise again to believe it. The cold destroyed the will to survive. Officers frequently had to drive their troops with pistols and clubs. The soldiers did not become cowards; they became apathetic, indifferent to what was going on around them and to their own fate. Growing losses in men and equipment and the expressed concern of the army commanders that the troops would be too few and too exhausted to hold the final line when they reached it persuaded Kluge at last to let the retreat be completed on the night of the 22d, two days earlier than he had originally ordered.59

Unknown to them, the two panzer armies, as they drew into the K-Line, were the possible recipients of a tactical "gift" from Stalin and the Stavka. The weakest point on the Lama-Ruza line had been the wedge driven in at V Panzer Corps west of Volokolamsk. Pushed farther west past Gzhatsk, it could have cut Ninth and Third Panzer Armies adrift and left Fourth Panzer standing with both flanks exposed. On 19 January, however, General Zhukov received orders to take First Shock Army out of the Volokolamsk sector and transfer it to the Stavka reserve. Two days later, Headquarters, Sixteenth Army also was pulled out.60 According to Zhukov, losing First Shock Army in particular weakened his offensive at exactly the crucial moment. The History of the Great Patriotic War concurs that the two shifts "brought about undesirable circumstances."61

On the other hand, the "gift" to the Germans may not have amounted to all that much. First Shock Army was in poor shape when it reappeared in action south of Lake Ilmen late in the month, and General Rokossovskiy, who commanded Sixteenth Army, states in his memoirs that his army had virtually evaporated by the time the headquarters was taken out.62 The wear and tear on the Soviet units was certainly no less than that on the German. They had been on the offensive without a pause for nearly a month and a half, and the Third and Fourth Panzer Armies had put up a murderous defense on the Lama-Ruza line.

Model Closes the Rzhev Gap

Two days before Hitler gave his consent, Kluge had established the release of enough strength to close the gap in the Ninth Army front as the first objective of the withdrawal to the K-Line. On the 14th, he had earmarked Headquarters, XXXVI Panzer Corps and SS Division "Das Reich" from Fourth Panzer Army and a reinforced infantry regiment from Third Panzer Army for transfer to Strauss' Ninth Army as soon as the movement to the K-Line began. Word of Hitler's approval the next day spread "great relief" in the Ninth Army staff, relief that turned to "embitterment"


two hours later when the army learned Kluge had given XXIII Corps permission to fall back about ten miles but ordered it not to shorten its front that then stretched about forty miles from the west side of the Rzhev gap into the wilderness east of Toropets. Strauss, as Kluge no doubt knew, wanted to shorten the XXIII Corps front on the west and use the troops in the attack into the gap. Kluge apparently suspected, probably not mistakenly, that Strauss was also attempting to give the corps a better chance to save itself in case the attack failed. That was part of the cause for embitterment, but only part. Kluge's order to XXIII Corps also constituted hineinbefehlen ("issuing orders over the head of the responsible command"), something even Hitler, much as he liked to interfere in the workings at the lower levels, did not permit himself. Kluge's act could only be interpreted in two ways: as grossly bad form--which Kluge was too much a stickler for punctilio to commit--or as a deliberate expression of no confidence. When Kluge refused to change the order, Strauss asked to be put on sick leave.63 The reply from Army Group Center stated, "Since Generaloberst Strauss has asked to be relieved of his post. . . . General Model will assume command of Ninth Army without delay."64 General der Panzertruppen Walter Model had been the commanding general, XXXXI Panzer Corps, Third Panzer Army, until the afternoon of 14 January when he had been summoned to the army group headquarters "to receive a new assignment."65

In appearance the picture of a pre-World War I Prussian officer even to the monocle that he wore on all occasions and in demeanor outrageously self-assured, Model also had a solid reputation as an energetic commander and brilliant tactician. After a fast trip to the Fuehrer Headquarters to receive his charge from Hitler, Model arrived at Ninth Army headquarters in Vyazma on the 18th, stopped long enough to issue a characteristic order of the day expressing his "unshakable confidence and determination to withstand this crisis shoulder to shoulder with my troops," and headed north to Rzhev to take personal charge of the attack preparations.66

The breach west of Rzhev was two weeks old, and three large Soviet formations, Thirty-ninth Army, Twenty-ninth Army, and the XI Cavalry Corps, had already passed through. Thirty-ninth Army was engaged at Sychevka, XI Cavalry Corps was aiming for Vyazma, and Twenty-ninth Army was inside the gap, southwest of Rzhev.67 Fortunately for the Germans, the Soviet commands were, as the Ninth Army staff observed, "almost lamentably slow" in exploiting the breakthrough.68 They appeared to be having supply troubles and heavy casualties from the cold and to be short on initiative and experience at all levels. Although the Russians were within four to six miles of the



Vyazma-Rzhev railroad over the whole stretch from Sychevka to Rzhev, they did less to stop traffic on the line than the snow and cold did. At Sychevka, 1st Panzer Division, brought in from Third Panzer Army, acquired enough elbowroom in two days to raise the possibility of a subsidiary thrust northwest to XXIII Corps. At 1030 on the 21st the temperature was -42 F. The VI Corps, which was to begin the attack west from Rzhev the next day, asked for a 24-hour postponement because of the weather and because the unit from which it expected the most, the SS Division "Das Reich," still had parts scattered all the way back into the Fourth Panzer Army area. The army staff was disposed to take the request "under serious consideration," but Model decided to hold to the schedule and later in the day also turned down a proposal to reduce the objectives. At the start the next morning he was in Rzhev until full daylight and from then on hedgehopped along the front in a light plane, landing at command posts and looking for "hot spots" where he made it a point to appear in person to lend encouragement "in word and deed."69

Taking the enemy by surprise, the attack got off to a fast start in clear weather with well-directed air support and with some tanks, and more self-propelled assault guns, whose crews managed to keep their machines running in spite of the cold. The short winter's day ended before the XXIII


Corps and VI Corps spearheads pushing along the Volga River were in sight of each other, but in the morning a company of the 189th Self-propelled Assault Gun Battalion shot its way across the remaining several miles to make the contact shortly after 1200, and Ninth Army had a continuous front again.70 Konev countered, however, by ordering General Eremenko to speed up Fourth Shock Army's drive south from Toropets.71

In the K-Line

The closing of the Rzhev gap was the brightest event thus far in Army Group Center's dismal winter, and it would bring Model a promotion to Generaloberst and an oak-leaf cluster to his Knight's Cross of the Iron Cross. But it was for the moment also the only assured accomplishment of the retreat to the K-Line. Off the Ninth Army left flank, where no front existed at all over a hundred-mile stretch on either side of the Army Group Center-Army Group North boundary, Fourth Shock Army was pushing south from Toropets toward Velizh sixty miles north of Smolensk. Closer in on the Ninth Army flank, Twenty-second Army was bearing toward Belyy behind XXIII Corps. Between Fourth Panzer Army and Fourth Army, Soviet units were pouring through the gap and disappearing into the wide expanse of forest south and west of Vyazma. Four of Fourth Army's five corps were squeezed into a twenty-by-twenty-mile pocket around Yukhnov. The Rollbahn was closed more than it was open, and when it was open, which was usually no more than an hour or two at a time, the Russians could bring it under machine gun and mortar fire. The telephone lines were out between the army headquarters in Spas-Demensk and the pocket, and to keep the command functioning, Heinrici and his operations officer commuted by airplane to Yukhnov. West and south of Spas-Demensk the army's front was paper-thin and shot through with holes, the largest of which was the twenty-mile-wide Kirov gap on the boundary with Second Panzer Army.

Having reached Sukhinichi, Second Panzer Army was embroiled in an exposed salient and in an argument with higher headquarters over what to do next. The army wanted to evacuate the garrison and fall back. Hitler demanded that the town be held. Halder lamented that after "so great a moral success," giving up Sukhinichi, "although tactically correct," would be "a great loss." Kluge argued the army's point of view with Hitler and Hitler's point of view with the army. Finally, after being told that in accordance with earlier orders Gilsa had destroyed so much of the town that it could not be reoccupied in full strength, Hitler consented to let the garrison be evacuated but ordered the army to keep within artillery range.72

The Ninth Army staff, at Vyazma, was a helpless and unhappy witness to a remarkable piece of tactical incongruity. On the map, Vyazma was forty miles behind the front, yet, much closer by, Soviet forces were boxing it in from three directions. General Belov's I Guards Cavalry Corps was coming


north after having brought all of its elements across the Rollbahn. Parachute troops were in the woods on the south, and Yefremov's Thirty-third Army was massing its infantry on the east. Most dangerous of all for the moment, was XI Cavalry Corps.73 Its scouts were on the Moscow-Warsaw highway fifteen miles west of Vyazma on the morning of the 26th. The guards and drivers of the truck convoys on the road were able to drive them off, but during the night a strong detachment of the 18th Cavalry Division settled in astride the road which was the main supply and communications artery for Ninth, Third Panzer, and Fourth Panzer Armies. The railroad running parallel to the road a few miles to the south was still open, but practically no traffic was moving on it because of snow, cold, and a lack of train crews, locomotives, and cars.74

The Russians seemed to be everywhere, and all converging on Vyazma. They were reported to have been briefly on the railroad five miles northeast of the town. The Luftwaffe sighted a long column moving in from the southeast, and Fourth Army observed dozens of transport planes crossing its front and landing in the area south of Vyazma both at night and during the day.75

Zhukov in Command

The encirclement of Army Group Center was within an ace of being completed, and the Stavka had almost readied its two final moves. Fourth Shock Army, on reaching Velizh and Rudnya, would be in position to cut the Moscow-Warsaw highway west of Smolensk and take control of the land bridge between the Dnepr and Dvina rivers. Belov, Levashev, and Colonel S. V. Sokolov, the commander of XI Cavalry Corps, had orders to make firm contact with each other and lay a solid block across the road and railroad west of Vyazma. On 1 February, the Stavka reactivated the Headquarters, Western Theater, giving Zhukov control of all operations against Army Group Center.76

Victory may indeed have been close, but the two plays designed to achieve it had been easier to conceive than they would be to carry out. Of the IV Airborne Corps, only one brigade (out of three), 2,000 men, could be delivered. Zhukov says the Russians did not have enough transport planes to carry the men.77 Unless the Stavka miscalculated in the first place, the likely reason for a shortage of planes was a sudden demand for air supply elsewhere. Ninth Army observed that three days after the Rzhev gap was closed Thirty-ninth Army was having to be provisioned by airdrop.78

Fourth Shock Army headed south out of Toropets without cover on its flanks and running on captured supplies.79 At first, as far as the fighting was concerned, the going was relatively easy in a roadless wilderness that the Germans


had, in fact, never thoroughly occupied; but Army Group Center was receiving reinforcements that it would rather have used farther east but which it could divert to occupy Velizh, Demidov, Dukhovshchina, and Belyy. For the effort at Velizh, the army group deployed a security division and two infantry divisions. One of the latter was the 330th Infantry Division, a WALKUERE division hastily put together from overage officers and NCOs and recent recruits in the Replacement Army, but the three divisions were enough to force Eremenko to carry out several exhausting sieges in the dead of winter in which the besieged, having shelter, had the upper hand in the constant, deadly contest with the elements. On 1 February, Headquarters, Third Panzer Army, was shifted west--by air because all roads were blocked--to take command of the sector from Velikiye Luki to Belyy and to engage Fourth Shock Army in a duel that would last the rest of the winter.80

If the Russians were going to destroy Army Group Center, Zhukov's main forces would have to do it. But they were weakened by, as he points out, the loss of First Shock Army and more by the closing of the Rzhev gap behind Twenty-ninth and Thirty-ninth Armies. Then on 30 January Ninth Army's XXXXVI Panzer Corps, bucking snowstorms and drifts but facing an enemy whose confidence was shaken, broke away quickly from Sychevka. In six days it covered thirty miles, making contact with XXIII Corps on 5 February and sealing Twenty-ninth Army in a tight pocket southeast of Rzhev.

On the south Zhukov's position was stronger. From 26 to 30 January Fourth Army's Rollbahn was closed completely, and the army, which had for a long time not been getting enough supplies, began rapidly to sink into starvation. On the other hand, the Russians were not altogether better off; their radio traffic indicated that some of the units behind Fourth Army were actually starving. At the end of the month, Heinrici's Fourth Army and Ruoff's Fourth Panzer Army mounted a desperate push north and south along the Yukhnov-Gzhatsk road. To get the troops, Heinrici had, after much arguing with Kluge and Hitler, taken his front back to where it barely still covered Yukhnov. On the morning of 3 February, XII Corps going north and 20th Panzer Division coming south "bridged the gap."81 A bridge was all it was. Thirty-third Army stood on the west and Forty-third Army on the east; the two in places were no more than three or four miles apart.

In the meantime, other bridges had been opened, and convoys were moving again on the Rollbahn--and on the highway west of Vyazma. For the moment the most dangerous gaps were closed, and Army Group Center's vital arteries were functioning. For Twenty-ninth, Thirty-ninth, and Thirty-third Armies and the two cavalry corps it was beginning to look like the entrapment was becoming a trap.

On 12 February, Kluge submitted his first situation estimate in two months in which he had no imminent disasters to report. Dangers existed aplenty, but the armies were back on their feet, and


the Soviet effort was becoming dispersed. It was not the end, but Kluge expected the next round to be fought on better terms.82 A week later, taking the larger view, Hitler told the army group commanders that his first objective for the winter was accomplished: the "danger of a panic in the 1812 sense" was "eliminated."83


Table of Contents ** Previous Chapter (VII) * Next Chapter (IX)


1. H. Gr Nord, Ia Kriegstagebuch, 1.-18.1.42, 1-4Jan 42, H. Gr. Nord 75128/5 file; Leeb, Tagebuchaufzeichnungen, pp. 428-29.

2. Meretskov, Serving the People, pp. 180-86.

3. IV0VSS, vol. II, p. 333; Meretskov, Serving the People, pp. 185, 187. See also IVMV, vol. IV, map 10.

4. IVMV, vol. IV, p. 315.

5. H. Gr. Nord, Ia Kriegstagebuch, 1.-18.1.42, 13-16 Jan 42, H. Gr. Nord 75128/5 file.

6. IVOVSS, vol. II, p. 335.

7. Leeb, Tagebuchaufzeichnungen, p. 431.

8. See ibid.

9. Zhelanov, "Iz opyta," p. 23.

10. H. Gr Nord, Ia Kriegstagebuch, 1.-18.1.42, 12 Jan 42, H. Gr. Nord 75128/5 file.

11. Ibid, 13 Jan 42.

12. Halder Diary, vol. III, p. 383.

13. H. Gr Nord, Ia Kriegstagebuch, 1.-18.1.42, 16 Jan 42, H. Gr. Nord 75128/5 file.

14. Zhelanov, "Iz opyta," p. 23.

15. Eremenko, V nachale, pp. 403-07.

16. Ibid., pp. 441-45; IVOVSS, vol. II, p. 322.

17. Halder Diary, vol. III, p. 389.

18. Ibid., p. 394.

19. Meretskov, Serving the People, p. 195.

20. See ibid.

21. IV0VSS, vol. II, p. 338; Meretskov, Serving the People, pp. 196, 199-205. See Eremenko, V nachale, pp. 405-20.

22. H. Gr. Nord, Ia Kriegstagebuch, 18.1-12.2.42, 8 Feb 42, H. Gr. Nord 75128/6 file.

23. Ibid., 27 Jan 42.

24. Ibid., 28 Jan 42.

25. Ibid., 8 Feb 42.

26. Ibid.

27. Ibid., 9-10 Feb 42.

28. Ibid., 10 Feb 42.

29. Zhelanov, "Iz opyta," pp. 26-28.

30. Meretskov, Serving the People, pp. 196-98.

31. Zhelanov, "Iz opyta," p. 29.

32. Ibid.

33. A0K 16, Ia Kriegstagebuch Band II, 9 Feb 42, AOK 16 23468/3 file; H. Gr. Nord, Ia Kriegstagebuch, 18.1.-12.2.42, 16 Feb 42, H. Gr. Nord 75128/6 file.

34. Zhelanov, "Iz opyta," p. 29.

35. H. Gr. Nord, Ia Kriegstagebuch, 13.2.-12.3.42, 13-18 Feb 42, H. Gr. Nord 75128/7 file.

36. IVOVSS, vol. II, p. 337.

37. Zhelanov, "Iz opyta," p. 30.

38. Bock Diary, Osten II, 16-18 Jan 42.

39. Ibid., 19 Jan 42.

40. Grechko, Gody voyny, pp. 86-92; Bagramyan, Tak shli my k pobede, pp. 20-22.

41. IVOVSS, vol. II, p. 340, 344.

42. AOK 17, Fuehrungsabteilung, Kriegstagebuch Nr. 2, 18-21 Jan 42, AOK 17 14499/85 file.

43. AOK 6, Fuehrungsabteilung, Kriegstagebuch Nr. 10, 22 Jan 42, AOK 6 17244 file; Bock Diary, Osten II, 22 Jan 42.

44. Grechko, Gody voyny, p. 99.

45. AOK 17, Fuehrungsabteilung, Kriegstagebuch Nr. 2, 26 Jan 42, AOK 17 16719/1 file.

46. Bock Diary, Osten II, 26-28 Jan 42.

47. IVOVSS, vol. II, pp. 339-42; Grechko, Gody voyny, pp. 106-12; Bagramyan, Tak shli my k pobede, pp. 33-42.

48. OKH, GenStdH, FHQ, Wesentliche Merkmale der Feindlage am 27.1.42, H 3/197 file.

49. H. Gr. Sued, Ia Nr. 210/42, an AOK 6, Armeegruppe von Kleist, 31.1.42. H. Gr. Sued 23208/30 file.

50. H. Gr. Mitte, Ia Nr. 423/42, an AOK 9, 16 Jan 42, AOK 9 21520/11 file.

51. Pz. AOK 3, Ia Kriegstagebuch Nr. 2, 16 Jan 42, Pz. AOK 3 16911/1 file.

52. H. Gr. Mitte, Ia Nr. 426/42, Zusaetze der H. Gr. zur Fuehrerweisung vom 15.1.42, 16.1.42, AOK 9 21520/11 file.

53. AOK 4, Ia Kriegstagebuch Nr. 11, 15 and 16 Jan 42, AOK 4 17380/1 file.

54. Ibid., 21-22 Jan 42.

55. Ibid., 25-26 Jan 42.

56. See P. Belov, "Pyatimesyachnaya borba v tylu vraga," Voyenno-istoricheskiy Zhurnal 8(1962), 55-60.

57. Pz. AOK 2, Ia Kriegstagebuch 27.12.41-31.3.42, 15-24 Jan 42, Pz. AOK 2 2.5034/162 file.

58. Pz. AOK 4, Ia, Fernspruch von H. Gr. Mitte, 13.30 Uhr, 18.1.42, Pz. AOK 4 22457/36 file.

59. 6. Panzer Division, Ia, Bericht ueber Russische and Deutsche Kampfweise, 30.1.42, Pz. AOK 3 21818/7 file; Pz. AOK 3, Ia Kriegstagebuch Nr. 2, 22 Jan 42, Pz. AOK 3 16911/1 file.

60. Zhukov, Memoirs, p. 355; IVOVSS, vol. II, p. 325.

61. IVOVSS, vol. II, p. 325.

62. Rokossovskiy, Soldier's Duty, p. 95.

63. AOK 9, Fuehrungsabteilung Kriegstagebuch, 1.1.-31.3.42, 13-15 Jan 42, AOK 9 21520/1 file.

64. Anruf Oberst Lauche, H. Gr., 16.1.42, AOK 9 21520/11 file.

65. Pz. AOK 3, Ia Kriegstagebuch Nr. 2, 14 Jan 42, Pz. AOK 3 16911/1 file.

66. AOK 9, Fuehrungsabteilung Kriegstagebuch, 1.1.-31.3.42, 18 Jan 42, AOK 9 21520/1 file.

67. IVOVSS, vol. II, p. 322.

68. AOK 9, Fuehrungsabteilung Kriegstagebuch, 1.1.-31.3.42, 18 Jan 42, AOK 9 21520/1 file.

69. Ibid., 21-22 Jan 42.

70. Ibid., 23 Jan 42.

71. IVOVSS, vol. II, p. 322.

72. Pz. AOK 2, Ia Kriegstagebuch, 27.12.41-31.3.42, 27-29 Jan 42, Pz. AOK 2 25034/162 file.

73. See IVOVSS, vol. II, p. 323 and Belov, "Pyatimesyachnaya borba," p. 59.

74. AOK 9, Fuehrungsabteilung Kriegstagebuch, 1.1.-31.3.42, 26-30 Jan 42, AOK 9 21520/1 file.

75. AOK 4, Ia Kriegstagebuch Nr. 11, 27 Jan 42, AOK 4 17380/1 file.

76. See Eremenko, V nachale, pp. 445-53. Belov, "Pyatimesyachnaya borba," p. 60; IVOVSS, vol. II, p. 327.

77. Belov, "Pyatimesyachnaya borba," p. 60n; Zhukov, Memoirs, p. 356.

78. AOK 9, Fuehrungsabteilung Kriegstagebuch, 1.1.-31.3.42, 27 Jan 42, AOK 9 21520/1 file.

79. See Eremenko, V nachale, pp. 449-54.

80. Pz. AOK 3, Ic, Gefechtsbericht von 1.2.-25.4.42, Pz. AOK 3 21818/9 file.

81. AOK 4, Kriegstagebuch Nr. 11, 26 Jan-3 Feb 42, AOK 4 17380/1 file.

82. H. Gr. Mitte, Ia Nr. 1160/42, Beurteilung der Feindlage vor H. Gr. Mitte, 12.2.42, Pz. AOK 4 22457/36 file.

83. H. Gr. Nord, Ia Kriegstagebuch, 13.2.-12.3.42, 18 Feb 42, H. Gr. Nord 75128/7 file.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation