The Countermarch

The Fight for Survival

At Stalingrad Germany lost both an army and a campaign. What Hitler had sacrificed Sixth Army to keep--the fruits of the summer's victories--slipped from his grasp along with the dying army. The banks of the Don as well as the Volga became a graveyard of German ambitions.

Since mid-December Weichs, the Army Group B commander, had helplessly watched the Russians massing against his two left flank armies on the Don, north of the bend at Novaya Kalitva. In early January his worst fears had been confirmed when Third Tank Army, formerly in the Bryansk area, appeared south of Novaya Kalitva. On the morning of 13 January the Russians reached up the Don a third time--to hit Hungarian Second Army. The first assault, by Fortieth Army of the Voronezh Front, carried away the left flank of Hungarian Second Army. To the north, the German Second Army hastily screened its flank to protect Voronezh. On the south between Liski and Novaya Kalitva Hungarian VII Corps and Italian Alpini Corps, backstopped by a German provisional corps, were not touched for a day or two; but as Third Tank Army pushed behind their line from the south, their front disintegrated.

By the end of the third week in January, Army Group B front was torn open on a 200-mile stretch between Voronezh and Voroshilovgrad. Weichs reported to Hitler that he saw no way of stopping the Russians and was worried about the German Second Army which, with an open flank in the south and a front that bent back sharply in the north, was exposed to a double envelopment.1 Second Army would have its turn before the month was out.

The South Flank Threatened

While the Russians were opening the way for a cut deep to the southwest, Army Group Don stayed tied down on the Donets and east of Rostov protecting the rear of Army Group A. (Map 6) Although Hitler had indicated at the end of December that he intended to withdraw Army Group A to a bridgehead on the Taman Peninsula, he had only allowed the army group to bend back its left flank to tie in with Don. On 13 January Kleist asked for a decision on what to do next. He wanted to evacuate most of his troops through Rostov and hold a small Taman bridgehead. Zeitzler replied that despite all efforts, it was very difficult "at the present time" to get decisions from Hitler, who claimed to be occupied with other problems and considered that decisions such as that pertaining to


Map 6
Army Group A
19 January-18 February 1943

Army Group A still had time. Zeitzler added that he believed it was too late for the army group to escape through Rostov, and on his own responsibility admonished Kleist to get into the GOTENKOPF, the Taman bridgehead, fast. Without expressly confirming it, Hitler let Zeitzler's instruction stand, except for an attempt on 21 January to get the GOTENKOPF extended to include the Maikop oil fields.2

Manstein, having just rescued his army group from one threatened envelopment, found himself about to be caught in another. (Map 7) On 19 January his left flank north of the Donets was still protected by a thin line of Army Group B and Armeeabteilung


Map 7
Army Groups B and Don
30 January-18 February 1943


Fretter-Pico troops on the Derkul River, but Fretter-Pico was being forced back to the Donets north and west of Voroshilovgrad, and the Army Group B remnants were beginning to fall back to the Aydar River, forty miles to the west. Manstein gave Hitler two choices: either stop the Soviet advance in the gap between Voronezh and Voroshilovgrad far enough east to prevent Second Army at Voronezh and Army Group Don on the Donets from being completely outflanked, or assemble a strong offensive force north of the gap and another on the south to strike the enemy flanks. For the first, the SS divisions coming in might be used provided they arrived in time. Were the second course to be chosen, Army Group Don would have to pull back to avoid being cut off before the offensive forces were assembled.3 Two days later Manstein warned that in another four or five days he would have to take two divisions away from Fourth Panzer Army (which Hitler had ordered to hold open the railroad south of Rostov until supplies for the GOTENKOPF were hauled through) and shift them to his north flank to keep the Russians from crossing the Donets west of Voroshilovgrad.4

While Manstein showered the Fuehrer headquarters with situation reports, most of which went unanswered, the Russians stayed on the move. South of the Don they forced their way across the Manich, threatening Rostov and the rear of Fourth Panzer Army. The 11th Panzer Division had to be transferred from the Armeeabteilung Hollidt to push the line back to the Manich. Off the left flank of Army Group Don on 23 January, First Guards Army spearheads drove across the Aydar River, crossed the Donets west of Voroshilovgrad, and headed toward Lisichansk farther upstream. East of Voroshilovgrad three Soviet armies, throwing in all the manpower they could scrape together, including supply troops and armed civilians, launched strong probing attacks across the Donets, some of which were beaten off only in the nick of time.5

As the winter deepened, the rivers lost their defensive value and the vagaries of the Russian weather added to the Germans' troubles. On 24 January the temperature rose above freezing, and puddles of water lay on the roads. That night it sank to below zero. The next day the roads were sheeted with slick ice. On the 27th a snow storm blew down from the north and in three days blanketed the land in deep drifts.6

On 25 January the Russians extended their offensive north to the left flank of Army Group B, where the Second Army front was precariously anchored on the Don west of Voronezh. Hitler had authorized the army to withdraw to the line of the Tim River, but he had insisted that it be done by stages, without sacrificing any supplies or equipment. On the 25th, having just taken the last troops out of the Voronezh bridgehead, the Second Army was beginning to take the first step back from the Don when Fortieth Army attacked and broke through the lightly screened south flank. The next morning Bryansk Front struck in the north due south of Livny. Vasilevskiy was co-ordinating the


operation for the Stavka. With the snow drifted too deep for trucks, the Russians brought gasoline to their leading tanks by air, using single-engine U-2 biplanes that landed on the snow at night in the light of bonfires. In a couple of days two of Second Army's three corps were encircled. The third, tying in with Army Group Center on the north, was badly shaken. While the trapped corps struggled to break out, the army had only one weak panzer division with which to block the Soviet westward advance.7

The Main Effort Against Army Group Don

As the month drew to a close, the Soviet winter offensive was in full swing. The main effort was against Army Group Don. Vatutin's Southwest Front struck for the crossings in the middle reaches of the Donets, and South Front, under General Armii Rodion I. Malinovskiy, applied pressure from the east. Zhukov co-ordinated operations of these two fronts. Against Army Group B, Bryansk Front, under General Leytenant M. A. Reuter, and Voronezh Front, under General Leytenant F. I. Golikov, bore west and southwest toward Kursk and Kharkov.8

Unpleasant decisions were again being forced on Hitler. Once more, he tried to make half measures do. On 27 January, at the last minute, he ordered Headquarters, First Panzer Army, two corps headquarters, one panzer division, one infantry division, and two security divisions transferred via Rostov to Army Group Don.9 Kleist, worried about getting his supplies across Kerch' Strait, asked that the entire army group be taken out through Rostov; but it was too late for that. Badly as troops were needed in the north, Kleist had to take 400,000 men into the GOTENKOPF, where the most they could accomplish would be to maintain the fiction of a threat to the Caucasus.10

That the German Command could still make relatively deliberate decisions respecting Army Group A resulted mainly from the Soviet failure to mount more than a token offensive against the army group itself. The Stavka plan apparently envisioned a gigantic encirclement of Army Group A that would be completed from the south and east by Transcaucasus Front; but organizational and transportation troubles and the cautious leadership of General Armii I. V. Tiulenev had prevented the front from taking the initiative anywhere on a scale sufficient to cause the Germans genuine trouble.

Several days earlier Manstein had asked what was going to be done to relieve the pressure on his left flank, since the units he might have used there had been ordered to stay south of the Don to hold open Rostov. Hitler, on 27 January, promised an offensive from the vicinity of Kharkov by the SS Divisions Das Reich and Adolf Hitler, to begin on 12 February. Manstein replied that he doubted whether the offensive would do any good because the two divisions


would probably be forced to the defensive and, in any case, would be too far away and not strong enough to affect his flank.11

At the end of the month Manstein's northern front reached the breaking point as he was forced almost daily to stretch it westward to keep up with the Russians. Southwest Front had bridgeheads on the south bank of the Donets west of Voroshilovgrad and between Voroshilovgrad and Kamensk. On the Krasnaya River one Army Group B division still attempted to shield the left flank of Army Group Don north of Lisichansk. On 1 February that division's line collapsed and the newly created Popov Group (under General Leytenant Markian M. Popov), with four tank corps and a rifle corps, moved into the 40-mile gap, crossed the Donets near Lisichansk, and headed west toward Slavyansk. Between Voroshilovgrad and Kamensk the Soviet bridgehead expanded like a giant inverted balloon, which might burst any time.12

General der Kavallerie Eberhard von Mackensen was bringing his first Panzer Army headquarters up from the south to take over the old Armeeabteilung Fretter-Pico zone and the new front to the west, but his main reinforcements, the 3d and 11th Panzer Divisions, were stalled north of Rostov by snowdrifts.13 North of the Donets Army Group B turned over the scattered units on the southern half of its front to the Headquarters, Armeeabteilung Lanz, under General der Gebirgstruppe Hubert Lanz, giving it the all but impossible mission of protecting Kharkov and the northern flank of Army Group Don.14

Hitler was intent on a counteroffensive. On 3 February he issued Operations Order 3. A recently activated headquarters, the SS Panzer Corps, would advance with the SS Division Das Reich and elements of Division Adolf Hitler out of the area south of Kharkov to Kupyansk and then strike south in the rear of the Russians crossing the Donets behind Army Group Don. Over-all control would be assigned to Army Group Don.15

Manstein, who placed no confidence in a counteroffensive by one division, dismissed the order with a reply that Army Group Don could not take control until after the enemy west of Kupyansk was wiped out. Turning to more immediate problems, he stated that Southwest Front had strong forces ready to attack on the middle Donets east of Voroshilovgrad and between Slavyansk and Lisichansk; therefore, he would have to transfer Fourth Panzer Army's last panzer and motorized divisions north, leaving Hoth without enough strength to hold his line on the lower Don. He asked permission to pull the Armeeabteilung Hollidt front back to the line Kamensk-Novocherkassk and, if necessary, to take the entire eastern front of the army group back forty-five miles to the Mius River.16


On 5 February the Russians took Izyum, the last German strongpoint off the deep left flank of Army Group Don. Manstein reported that he was being outflanked to the west, and neither he nor Weichs had the means to prevent it. By advancing about seventy miles more Vatutin's forces could cut both railroads into the Army Group Don sector. Manstein called for emergency measures: transfer of the 7th Air Division to Stalino to protect the Dnepropetrovsk-Stalino rail line; a large-scale air supply capability for Army Group Don; an increase of rail traffic through Kharkov to Army Group Don at the expense of Army Group B (the Italians and Hungarians, he thought, could be left to live off the land); and two divisions to be transported by air from Army Group A to Dnepropetrovsk.17

Retreat to the Mius

With the surrender at Stalingrad still painfully alive in his memory, the prospect of another encirclement was too much for Hitler. On 6 February he sent a fast Condor transport to fly Manstein to the Fuehrer headquarters at Rastenburg. When the two met, Hitler, with no preliminaries, declared that he accepted sole responsibility for the debacle at Stalingrad. Manstein had come intending to propose that Hitler lay down the active command and appoint a qualified professional (Manstein?). He was so taken aback by Hitler's assumption of responsibility for Stalingrad, his professed refusal to find fault with any of the others who had participated, and by the general amiability of the reception, that he only suggested that Hitler consider appointing


a military deputy with somewhat more authority than the Chief of Staff, OKH, then had. Hitler led the conversation away into a discussion of the "disillusionment" he had experienced with von Brauchitsch and others and then to the situation at the front.18

When the discussion turned to the front Hitler again became evasive. After Manstein demonstrated in detail that it was necessary to get behind the Mius River without losing another day, Hitler took refuge in a variety of tangential arguments: shortening the front released as many Russian as German troops; if the Russians were forced to fight for every foot of ground they would soon be worn out; Germany could not afford to lose the Donets coal (Manstein had learned before going to the



Fuehrer headquarters that the coal mined east of the Mius could not be used either for coking or as locomotive fuel). After a 4-hour debate, Hitler reluctantly gave Manstein permission to withdraw to the Mius, and then asked him to consider whether it could not, at least, be postponed for a while.19

On 8 February Armeeabteilung Hollidt took the first backward step to the Mius. Thereafter, together with Fourth Panzer Army, it covered the 100-mile distance in nine days. Demolition crews gave the retreat a thunderous accompaniment as they dynamited the mines and factories. Malinovskiy kept his armies close on the German's heels all the way. In the coal fields the Russians sent detachments down into the pits, probing for footholds behind the German front. Behind the German line several hundred thousand civilians migrated west: refugees from the Caucasus, specialists and men fit for military service whom the Germans evacuated from the cities, and personnel of the German economic offices. On 18 February Armeeabteilung Hollidt and Fourth Panzer Army crossed the Mius and occupied the positions which had been built by Army Group South the year before. Whether the line would hold or not was in doubt for several days. On the night of the 18th, III Guards Mechanized Corps crossed the Mius and rolled 18 miles west. Only a sudden thaw



gave the Germans time to push the corps out and close the line before the Russians could bring in reinforcements.20

Kharkov Falls

Off the north flank of Army Group Don Armeeabteilung Lanz struggled to stem the Soviet thrust toward Kharkov. Early in February Hitler had declared Kharkov a fortress, to which Lanz had objected on the grounds that the city was not fortified and that he had no troops with which to hold it. On 6 February Hitler called Lanz to Fuehrer headquarters where he personally gave the general two missions: to hold Kharkov; and to counterattack with two divisions of SS Panzer Corps to the southwest toward Manstein's north flank.

By then SS Panzer Corps, under unrelenting enemy pressure, had for several days been trying in vain to muster enough strength for a counterattack. On 7 February the army group warned that no more excuses would be accepted; Weichs had given his word to Hitler; but the next day SS Panzer Corps had to evacuate Belgorod, northeast of Kharkov, and go behind the Donets along the rest of the line. On the 10th Lanz ordered the counterattack to begin the following day, but he told Weichs that he had only three divisions--Adolf Hitler, Das Reich, and Grossdeutschland--fit


for combat and so could not be expected to hold off four Soviet armies, defend Kharkov, and counterattack. If the attack were started, he warned, the risk of losing Kharkov would have to be accepted.

As was soon to be shown, Lanz also had other troubles. Headquarters, SS Panzer Corps, was new and afflicted with both inexperience and overconfidence. The SS-men often regarded their subordination to the Army as an unnecessary formality and used their private channels to Fuehrer headquarters for optimistic reporting on their own capabilities and to make certain that their setbacks were blamed on the Army.

On 11 February, starting from Merefa, SS Panzer Corps attacked south. In three days it gained about thirty miles, but without really managing to come to grips with the enemy. Snow forced the German tanks to stay on the roads. The Russians, mostly cavalry with sleds, took to the woods.

On the 13th the north flank of SS Panzer Corps was forced back to the outskirts of Kharkov. Hitler next morning ordered the front around Kharkov absolutely to be held, even if the counterattack in the south had to be stopped temporarily.

That day Headquarters, Army Group Don, assumed command of Armeeabteilung Lanz. Hitler took Headquarters, Army Group B, out of the front, giving its northern force, Second Army, to Army Group Center. Army Group Don he then renamed Army Group South. Manstein's first step was to order the SS Panzer Corps' correspondence with "higher" headquarters stopped. He suspected the SS-men had been responsible in the first place for giving Hitler the idea that Kharkov could be held.

In Kharkov, on 14 February, an uprising broke out, and in the night, disregarding a direct order from Lanz, the Commanding General, SS Panzer Corps, Obergruppenfuehrer (Lt. Gen.) Paul Hausser, decided to evacuate Kharkov. Before midnight, reminded of Hitler's order, Hausser changed his mind and reported that he was determined "to hold Kharkov to the last man." The next morning Hitler set holding Kharkov as Lanz's sole mission, but it was too late. By afternoon the corridor out of the city to the southwest had shrunk to a width of a little more than a mile, and elements of the SS Division Das Reich, against orders, had pulled out of the northern suburbs. Lanz found himself forced to approve an SS Panzer Corps' decision to withdraw to the Uda River. In another twenty-four hours the SS troops were pushed entirely out of the city toward the southwest and south. Losing Kharkov which, like Stalingrad, had become a symbol was a blow to Hitler's prestige and a scapegoat had to be found. On 20 February he relieved Lanz and replaced him with General der Panzertruppen Werner Kempf.21

The Last German Victory

Of the successive Russian right hooks against the southern flank of the German Eastern Front, the last was potentially the most dangerous. By the time First Panzer Army, Armeeabteilung Hollidt, and Fourth Panzer Army had drawn their front back into the angle of the Donets and Mius Rivers, strong Soviet tank and cavalry forces had moved in across their rearward lines


of communications. On 13 February the Popov Group took Krasnoarmeyskoye and cut the Dnepropetrovsk-Stalino railroad. By the 19th tanks of First Guards Army, after crossing the Samara River and taking Novo-Moskovsk and Pavlograd, were converging on Sinel'nikovo, the railroad junction twenty miles east of Dnepropetrovsk.

Manstein Castles to the Left

The Soviet tide was at the flood. But, though momentum might still carry it far, new influences were coming into play. Army Group Don, now South, had conducted its retreat without excessive loss of strength or decline in morale. It had shortened its line and had freed itself of the responsibility for defending Army Group A's northern flank. In SS Panzer Corps it had a fresh, powerful--though somewhat erratic--striking force. The Russians, on the other hand, although they had carved out vast stretches of territory, had still not attained their primary objective, the destruction of the German armies in the south. In recent weeks, as glowing opportunities for cheap successes beckoned them at every turn, they had shown an increasing tendency to follow the line of least resistance.

In Operations Order 4 of 12 February 1943, Hitler had taken another step toward stopping the offensive. He had told Army Group South to establish a firm front on the Mius-Donets line and close the gap between Armeeabteilung Lanz and First Panzer Army. Harking back to one of the proposals Manstein made in January, he talked about creating two new "attack armies," one behind the Army Group South in the vicinity of Pavlograd and the other on the Army Group Center south flank. The plan was, to say the least, Utopian. It ignored the fact that the Russians were still rolling at full tilt and that the question was not simply one of closing gaps in the front and then going over to the offensive with two widely spaced armies.

But, in ordering seven fresh divisions from the West transferred to Army Group South by the end of the first week in March, Hitler did provide Manstein with the means to brake the Soviet advance and possibly, given a little luck and a great deal of skill, to seize the initiative.22

On the afternoon of 17 February, Hitler, with Jodl, Zeitzler, and a retinue that included the Fuehrer's personal cook, arrived at Army Group South headquarters in Zaporozhye. Hitler's visits to the front, even as distant as an army group headquarters, were rare. In this instance the reasons that brought him there were also unusual. On the one hand, he longed to put an end to the winter's string of defeats; on the other, he had learned the full import of Manstein's 6 February proposal concerning the supreme command and he had all but made up his mind to hand Manstein his dismissal.23

If he had any doubts, Hitler discovered that the situation of Army Group South was truly, as one general described it, "hair raising." On 18 February Soviet tanks were thirty-six miles east of Zaporozhye, and there were no German troops in between. From the Armeeabteilung Kempf right flank to the left flank of First Panzer Army a 110-mile gap afforded the First Guards Army and Sixth Army open roads to the south and west. They had cut the railroad east of Dnepropetrovsk, and First


Guards Army's tanks, those east of Zaporozhye, were, for a day or so, in a position to bag the top German command. On the east, Soviet Third Tank Army and Fifth Shock Army had broken through the Mius line at separate places.

The time was obviously not appropriate for getting rid of a field marshal, and Hitler quickly became absorbed in planning. Moreover, he wanted and needed a big success that would attract worldwide attention and no doubt sensed that Manstein was the man who could get it for him. Manstein, however, insisted on first closing the gap between Armeeabteilung Kempf and First Panzer Army. Kharkov, he argued, could wait but the army group could not survive if the gap remained, particularly since the spring thaw, which might start any time, would for several weeks rule out any attempt to close it.24 Hitler refused to give in, and in the end an accident decided the argument. On 18 February the SS Totenkopf Division reported that its vehicles were stuck in mud east of Kiev, and Manstein persuaded Hitler that if SS Panzer Corps had not been able to hold Kharkov with two of its divisions, it would certainly not be able to retake it without the third.

During the night of 18 February the train carrying Headquarters, Fourth Panzer Army, arrived in Zaporozhye. Hoth had turned his front on the Mius over to Armeeabteilung Hollidt the day before, after being ordered to transfer to Dnepropetrovsk. At the Army Group South headquarters Manstein outlined the army's mission orally to Hoth. He told him he intended to create a new Fourth Panzer Army in the gap between Armeeabteilung Kempf and First Panzer Army. Hoth's first assignment would be to stop the First Guards and Sixth Armies east of Dnepropetrovsk and throw them back across the Samara River. Von Mackensen would stretch his left flank west and northwest to narrow the gap. Fourth Panzer Army would be given two panzer corps headquarters, two panzer divisions, and two infantry divisions from Armeeabteilung Hollidt and First Panzer Army; and it would take over from Armeeabteilung Kempf the Headquarters, SS Panzer Corps, with the SS Divisions Das Reich and Totenkopf. Manstein intended to provide three or four more infantry divisions later.25

Before he left Zaporozhye, Hitler, on 19 February, called in Kleist and directed him to evacuate as many Army Group A troops as possible from the Taman bridgehead and transfer them to Army Group South. In the next eight days 50,000 men were airlifted out of the bridgehead, and by 6 March the number had risen to 100,000. But the gain for Army Group South was less than it appeared because the planes could carry only troops, not weapons and equipment.26

Even though Hitler's decision to rectify the mistake of sending nearly a half million men into isolation on the Taman Peninsula came too late, Army Group South was able to extract at least one important dividend from the disasters of the previous months. Since December 1942 the OKL had supplied reinforcements to Richtofen's



Fourth Air Force, in the Army Group South (Don) zone. By early February Fourth Air Force controlled 950 planes, 53 percent of the 1,800 first-line aircraft then on the Eastern Front. The percentage was even more impressive if reckoned in terms of the best and most efficient aircraft types. During the first months of the Soviet winter offensive the performance of Fourth Air Force had not been commensurate with its strength for a variety of reasons: bad weather, dispersion of effort, and loss of its forward bases. By mid-February Richthofen had reorganized and regrouped. Keeping most of the long-range bombers under the control of his own headquarters at Zaporozhye, he had divided his close-support elements into three main forces, stationing one west of Poltava behind Armeeabteilung Kempf, another at Dnepropetrovsk in back of Fourth Panzer Army, and the third at Stalino in the First Panzer Army sector. In the period 20 February to 15 March, he maintained a daily average of 1,000 sorties, a tremendous improvement over the January average of 350 sorties per day. For the last time in Russia the German Air Force managed to provide


offensive support in the style of the old blitzkrieg days of 1940 and 1941.27

The Panzer Armies Attack

By the time Fourth Panzer Army established its headquarters at Dnepropetrovsk the counteroffensive had begun. After assembling at Krasnograd, on the right flank of Armeeabteilung Kempf, SS Division Das Reich had started a rapid march due south behind the points of Sixth and First Guards Armies east of Dnepropetrovsk. (Map 8) On 20 February the division took Novo-Moskovsk, and the next day, turning east, it pushed into Pavlograd. By those swift blows it eliminated the threat to the Dnepr crossings and trapped a sizable force south of the Samara, where the Soviet commands had spread out their advance units, and in the next two days the division easily destroyed some of them and drove the rest north across the Samara River.28

On 23 February elements of SS Totenkopf Division began advancing east north of the Samara on a line extending to the Orel River. East of Pavlograd the 6th and 17th Panzer Divisions moved in to form the right flank of Fourth Panzer Army and began to push north. Manstein then ordered the First and Fourth Panzer Armies to smash the Popov Group south of the line Pavlograd-Lozovaya-Barvenkovo.29 Hoth, in his orders to Fourth Panzer Army, emphasized that for the time being the main objective was not to gain ground but to destroy the estimated six tank corps and one guards rifle brigade of Popov Group and so open the way to the north.30

On the eastern edge of the gap von Mackensen had thrown First Panzer Army into the offensive with speed and vigor that took the Russians completely by surprise. After evacuating Slavyansk to free a panzer division, von Mackensen committed SS Wiking Division against the Russians on the railroad at Krasnoarmeyskoye and dispatched two panzer divisions in wide sweeps from the east and west to create a large pocket north of the town. For several days, Popov's staff misjudged its situation. On 22 February it reported, in a radio message which the Germans intercepted, that it intended to block the German "retreat." To von Mackensen no decision could have been more welcome. His greatest worry had been that the Soviet mobile units would slip out of the encirclement. By the next day Popov Group realized that it was in trouble. It reported that most of its communications were cut and that in one unit panic was having to be suppressed "by the harshest measures." On the 24th, as the Russians maneuvered desperately to escape, the pocket disintegrated into several small encirclements. Popov Group had taken a severe beating, but succeeded in extricating enough of its tanks and troops to make another stand farther north in the vicinity of Barvenkovo.31

Kharkov Retaken

The opening phase of the counteroffensive had succeeded beyond all expectations.


Map 8
The Army Group South Counteroffensive
19 February-18 March 1943


The two panzer armies had scored shattering successes against Southwest Front. West of Kharkov Armeeabteilung Kempf was still retreating, but nothing could be done about that for the present and it might in the further course of events even prove an advantage. On 25 February Manstein issued orders to clear the way for a thrust into the south flank of the Voronezh Front west of Kharkov. First Panzer Army was to take Petrovskoye and Izyum to close the Donets crossings. Fourth Panzer Army was to go northeast until it had passed Lozovaya and then be ready to swing its main force north for a thrust along the railroad toward Kharkov.32

On 26 February the point of Fourth Panzer Army reached Lozovaya. To the east the First Panzer Army's left flank drew abreast. In two more days Hoth took Petrovskoye on the Donets, and von Mackensen began swinging north on the line Lozovaya-Petrovskoye.33 Around Barvenkovo, in the First Panzer Army sector, the Russians still resisted desperately; the Popov Group had run out of gas and had no choice but to fight to the end where it was. Farther east, First Panzer Army spearheads were rapidly approaching Slavyansk from the south and east.34

On 28 February Manstein ordered Hoth to begin the attack toward Kharkov and von Mackensen to push to the Donets in the area east of Petrovskoye.35 Time was running short. For several days the daytime temperatures had risen above freezing. Forced to slog through mud and standing water, the troops were beginning to tire. Soon the roads would become completely impassable.

In spite of the thaw, both armies made astonishingly rapid progress. Fourth Panzer Army, starting on 1 March, covered 50 miles in five days, reaching the Mosh River, 10 miles south of Kharkov, on the 5th. Off the front of Armeeabteilung Kempf east of Krasnograd it trapped and destroyed three rifle divisions and three tank brigades of Third Tank Army. Over most of the distance it was opposed only by First Guards Army elements, which had been badly mauled and cut off from their rearward communications in the fighting for Lozovaya and Petrovskoye.36 First Panzer Army, by 5 March, had reached the line of the Donets in all of its corps sectors. In some of the sharp bends of the river, such as that south of Izyum, the Russians still held bridgeheads, but because of the thaw, the army decided to call a halt and leave the bridgeheads to be eliminated when better weather set in.37

For Fourth Panzer Army the question was whether or not to continue toward Kharkov at the risk of being stopped any day by the thaw. The prospect was tempting, particularly since it appeared that the Russians were not prepared to put up a fight north of the Mosh River and, after 7 March, the weather turned colder again. Manstein and Hoth decided to go ahead, but, in order not to risk losing contact with Armeeabteilung Kempf, to strike west of the city instead of sweeping to the east. They planned to cut the Russians' lines


through Kharkov on the west and then encircle the city by dropping down on it from the north.38

Again the advance went amazingly well. SS Panzer Corps broke away from the Mosh River on a broad front. On 9 March, as the corps right flank drew level with the western outskirts of Kharkov, the SS general, Hausser, reported that he had decided to take the city the next day in a surprise raid; but Hoth warned against tying down troops in street fighting and ordered him to stick to the plan. On the 11th, against a direct order to stay out of the city, Hausser, impatient for victory, sent one division into Kharkov from the west and another from the north. In three days of heavy fighting the SS divisions retook the city. Meanwhile, they also opened a road around the northern suburbs, which enabled them to execute the envelopment in the east about as quickly as had been planned--at least, so Hoth said when he declined to bring charges against Hausser.39

After Kharkov fell, the resistance west of the Donets collapsed. Voronezh Front, obviously afraid the Germans might attack across the river, began hastily building defenses on the east bank.

The Soviet winter offensive was over. It had made massive gains, but the Stavka had meant to reach for a great deal more. In the latter half of February it had deployed Central Front (the former Don Front) northwest of Kursk for an attack toward Bryansk. Voronezh Front had been given orders to go past Kharkov to Poltava and the Dnepr between Kiev and Kremenchug. Southwest Front's final mission had been to strike for Melitopol and Mariupol and clear the Donets Basin.40

On the morning of 18 March SS Panzer Corps, advancing along the railroad running north out of Kharkov, covered the thirty miles to Belgorod and captured the city in four hours. On the 21st Manstein proposed crossing the Donets to get a line that did not have to follow the zigzag bends of the river south of Kharkov, but Hoth refused on the grounds that the troops were worn out and that the defensive advantages of the river outweighed those of a shorter line in the open steppe.41

Manstein declared the operation completed as of 17 March. South of Belgorod, Army Group South stood along approximately the same line the German armies had held before the 1942 summer offensive began. North of the city the Russians occupied a large bulge west of Kursk, but there, too, the front was being stabilized. After its long retreat, Second Army, once the Army Group South counteroffensive had begun taking effect, had been able to slow the Soviet advance, and in the first weeks of March had even regained some ground on its flanks.42


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


1. OKW, Stellvertretende Chef des Wehrmachtfuehrungsstabes, Kriegstagebuch vom 1.1-31.3.43. 21 Jan 43, IMT Doc 1786-PS.

2. H. Gr. A, Ia, Kriegstagebuch, Band 2, Teil I, 13-21 Jan 43, H. Gr. A 75126/6 file.

3. O.B. d. H. Gr. Don, Ia Nr. 0424/43, an Chef GenStdH, 19.1.43, H. Gr. Don 39694/8 file.

4. O.B. d. H. Gr. Don, Ia Nr. 0428/43, an OKH, Chef GenStdH, 21.1.43, H. Gr. Don 29694/8 file.

5. H. Gr. Don, Ia, Lage H. Gr. Don, 21.-26.1.43, H. Gr. Don 39694/17 file.

6. AOK 6, Vom Tschir zum Mius, Juni 1943, AOK 6 32929/1-2 file.

7. AOK 2, Ia, Chefgespraeche, 24.1-30.11.43, 24-27 Jan 43, AOK 2 40937 file.

8. IVOV (R), III, 106-07. Platonov, Vtoraya Mirovaya Voyna, 1939-45, p. 425.

9. The German security divisions were not intended for front-line combat. They were composed mostly of older men and usually lacked the artillery and heavy weapons of the regular infantry divisions.

10. H. Gr. A, Ia, Kriegstagebuch, Band 2, Teil I, 27 and 28 Jan 43, H. Gr. A 75126/6 file.

11. O.B. d. H. Gr. Don, Ia Nr. 293/43, an Chef GenStdH, 25.1.43; OKH, GenStdH, Op. Abt. (I S/B) Nr. 1219/43, an H. Gr. Don, 27.1.43; O.B. d. H. Gr. Don, Ia Nr. 0435/43, Beurteilung der Lage, 28.1.43. All in H. Gr. Don 39694/9 file.

12. H. Gr. Don, Ia, Lage H. Gr. Don, 1.-3.2.43, H. Gr. Don 39694/18 file.

13. Pz. AOK 1, Ia, Kriegstagebuch Nr. 10, 1-4 Feb 43, Pz. AOK 1 31555/1 file.

14. Obkdo. d. H. Gr. B, Ia Nr. 491/43, Weisung fuer die Kampffuehrung im Bereich der Heeresgruppe B bis zum Gegenangriff, 31.1.43, Ital. AOK 8 32166/2 file.

15. OKH, GenStdH, Op. Abt. (I S/B) Nr. 430098/43, Operationsbefehl Nr. 3, 3.2.43, H. Gr. Don 39694/10 file.

16. O.B. d. H. Gr. Don, Ia Nr. 0439/43, an OKH, Op. Abt., 3.3.43, H. Gr. Don 39694/10 file.

17. O.B. d. H. Gr. Don, Ia Nr. 0442/43, an OKH, Chef des GenStdH, 5.2.43, H. Gr. Don 39694/10 file.

18. Fritz Erich von Manstein, Verlorene Siege (Bonn, 1955), p. 438; Goebbels Diaries, p. 265; Domarus, Hitler Reden and Proclamationen, p. 1986.

19. Manstein, Verlorene Siege, pp. 439-44.

20. AOK 6, Vom Tschir zum Mius, Juni 1943, AOK 6 32929/1-2 file; IVOV (R), III, 116.

21. AOK 8, Ia, Kriegstagebuch Nr. 1, 5-20 Feb 43, AOK 8 36188/8 file.

22. OKH, GenStdH, Op. Abt. (I) Nr. 430129/43, Operationsbefehl Nr. 4, 12.12.42, H 22/223 file.

23. Goebbels Diaries, p. 263.

24. Manstein, Verlorene Siege, p. 455.

25. Pz. AOK 4, Ia, Kriegstagebuch, 1.2-25.3.43, 1 Feb 43, Pz. AOK 4 34888/1 file. O.B. d. H. Gr. Sued, Ia Nr. 684/43, Heeresgruppenbefehl, 19.2.43, Pz. AOK 4 34888/5 file.

26. H. Gr. A, Ia, Kriegstagebuch, Band 2, Teil 2, 19, 28 Feb 43, H. Gr. A 75126/8 file; H. Gr. A, Ia, Kriegstagebuch, Band 2, Teil 3, 6 Mar 43, H. Gr. A 75126/9 file.

27. Air Ministry (British) Pamphlet 248, Rise and Fall of the German Air Force, pp. 223-32.

28. Pz. AOK 4, Ia, Kriegstagebuch, 1.2-25.3.43, 19-23 Feb 43, Pz. AOK 4 34888/1 file.

29. O.B. d. H. Gr. Sued, Ia Nr. 731/43, an Pz. AOK 4, 23.2.43, Pz. AOK 4 34888/5 file.

30. Pz. AOK 4, Ia, Kriegstagebuch, 1.2-25.3.43, 25 Feb 43, Pz. AOK 4 34888/1 file.

31. Pz. AOK 1, Ia, Kriegstagebuch Nr. 10, 15-24 Feb 43, Pz. AOK 1 31555/1 file.

32. O.B. d. H. Gr. Sued, Ia Nr. 77/43, Heeresgruppenbefehl, 25.2.43, Pz. AOK 4 34888/5 file.

33. H. Gr. Don, Ia, Lage H. Gr. Don, 26.-28.2.43, H. Gr. Don 39694/18 file.

34. Pz. AOK 1, Ia, Kriegstagebuch Nr. 10, 26-28 Feb 43, Pz. AOK 1 31555/1 file.

35. O.B. d. H. Gr. Sued, Ia Nr. 826/43, an Pz. AOK 4, 28.3.43, Pz. AOK 4 34888/5 file.

36. O.B. d. Pz. AOK 4, Armee-Tagesbefehl, 20.3.43, Pz. AOK 4 34888/5 file.

37. Pz. AOK 1, Ia, Kriegstagebuch Nr. 10, 1-5 Mar 43, Pz. AOK 1 31555/1 file.

38. Pz. AOK 4, Ia, Kriegstagebuch, 1.2-25.3.43, 5-8 Mar 43, Pz. AOK 4 34888/1 file.

39. Pz. AOK 4, Ia, Kriegstagebuch, 1.2-25.3.43, 9-14 Mar 43, Pz. AOK 4 34888/1 file.

40. Platonov, Vtoraya Mirovaya Voyna, pp. 429-30.

41. Pz. AOK 4, Ia, Kriegstagebuch, 1.2.-25.3.43, 17-21 Mar 43, Pz. AOK 4 34888/1 file.

42. AOK 2. Kriegstagebuch Russland, Teil 10, 8-20 Mar 43, AOK 2 37418/1 file.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation