The Battle for the Dnepr Line

Army Group South

The Dnepr, the second largest Russian river, affords the strongest natural defense line in western Russia, especially when the battle is moving from east to west. At the confluence of the Pripyat the Dnepr broadens to about a half mile, and downstream the meandering main channel varies in width from a third of a mile to more than a mile. Below Kiev the river valley is twenty to twenty-five miles wide and the east bank is swampy and laced with secondary channels. At Kiev the west bank rises nearly 300 feet to form a fringe of steep cliffs. Below the city the west bank continues high, averaging between 150 and 300 feet along most of the lower course. The east bank is flat and treeless, and the bare steppe stretches away beyond the far horizon.

Fortified and adequately manned, the Dnepr line would have been almost ideally defensible; but the condition of Army Group South in the fall of 1943 was such that the river provided at most a modest degree of natural protection and a tenuous handhold. (Map 16) The troops, influenced by talk of an "East Wall," were dismayed to find on crossing that nothing had been built and that much of the proposed front had not even been surveyed. Later, one of the army chiefs of staff was to warn that troop morale could not again withstand such a shock.1

In the first week of October, Army Group South had 37 divisions with an average front-line infantry strength of 1,000 men each, or about 80 men per mile of front.This highly unfavorable ratio of troop strength to frontage was the price the army group had to pay for the protection of the river. Whether it was worth paying was doubtful from the first. Below Kiev the Dnepr angles southeastward for 250 miles; at Zaporozhye it doubles back to the southwest another 150 miles before reaching the Black Sea below Kherson. In making this great bend it travels nearly twice the straight-line distance between Kiev and the coast. The front of Army Group South and the Sixth Army, dropping off south of Zaporozhye to Melitopol, did not follow the lower angle of the river, but even so it was over a third longer than, for instance, a line Kiev-Nikolaev would have been. Tactically the Dnepr confronted Army Group South with the problem that had dogged its steps since Stalingrad--defending a front angled away to the east.

The Zaporozhye Bridgehead Lost

On 1 October Southwest Front launched a strong attack against the Zaporozhye



bridgehead, making a small penetration that First Panzer Army eliminated before the end of the day. But in reporting the success to the army group von Mackensen asked permission to give up the bridgehead anyway, stating that to attempt a stand there would consume too many troops.

The next day the Russians, realizing that they had reached the line the Germans meant to hold, broke off the offensive along the entire Eastern Front for a week while they regrouped and brought up fresh units. To underscore the victories so far, and to mark the entry into a new phase of the war, the Stavka began renaming the front commands. Opposite Army Group South and Sixth Army the Voronezh, Steppe, Southwest, and South Fronts became the First, Second, Third, and Fourth Ukrainian Fronts.

After a conference at the Fuehrer headquarters on 8 October the Chief of Staff, Army Group South, informed von Mackensen that Hitler had denied the request to evacuate the Zaporozhye bridgehead, because to do so would expose the left flank of Sixth Army.3 Hitler's thinking coincided exactly with that of the Stavka, which considered the bridgehead the key to cleaning out the east bank of the lower Dnepr and gave the mission of eliminating it to Third Ukranian Front.4


Map 16
The Battle for the Dnepr Line
2 October-21 December 1943


On the morning of 10 October the Eighth Guards and Third Guards Armies renewed the offensive against the, by then, solidly dug-in Germans in the bridgehead. The attack began with an extraordinarily powerful artillery preparation. This and the other battles then developing along the front demonstrated that the Russians had reached a new stage in their employment of artillery. Artillery divisions made their first appearance, and the duration and weight of the barrages indicated that the Soviet Army now had enough guns and ammunition to employ them lavishly to level the defenses and make the way easier for tanks and infantry. The bridgehead line held, but on the second day von Mackensen indicated that his losses were so heavy that he could not hold out more than a few days longer. The next day he reported that gaps had appeared in the line and could not be closed and that by holding the bridgehead he was risking not having enough troops left to establish a front behind the river.5

When Manstein informed the OKH that he intended to give up the bridgehead on 14 October, Hitler called in the Commanding General, Army Group A. Kleist was worried about his north flank, and both he and Hitler suspected that Manstein was merely trying to slough off a mission he had not wanted in the first place. Hitler ordered Kleist to investigate--without informing Manstein--whether Army Group A could take over the bridgehead. On the 13th Kleist reported that to hold the bridgehead he would need one or two more divisions. Since the fighting on the Sixth Army front was imposing a heavy drain on the army group's reserve strength, he would, if he had to supply the divisions from his own resources, have to evacuate the Crimea.6 That prospect was completely unpalatable to Hitler; he therefore reverted to his habitual device of simply refusing to approve a withdrawal.

XXIII Tank Corps and I Guards Mechanized Corps, rested and recovered from the beating they had taken in September, settled the issue. In a daring tank attack on the night of the 13th they cut through the northeast corner of the bridgehead, pushed to the outskirts of Zaporozhye, and forced First Panzer Army back into a shallow arc around the city.7 The next day the army rear guard crossed to the west bank after holding around the bridges and the dam south of the city long enough to assure their being blown up.8

Sixth Army--Breakthrough and Retreat

Kleist had cause for concern over his left flank. After the week's respite, which it had used to muster a lopsided superiority of troops and matériel, Fourth Ukrainian Front on 9 October had resumed the offensive against Sixth Army. Against 13 German divisions--the total Army Group A strength in German units, except for three divisions on the Crimea--and 2 Rumanian divisions, Tolbukhin massed 45 rifle divisions, 3 tank corps, 2 guards mechanized corps, 2 guards cavalry corps, and



400 batteries of artillery. He had 800 tanks against the Germans' 83 tanks and 98 self-propelled assault guns.

Tactically the Nogay Steppe, one of the least hospitable regions of southern USSR, presented all kinds of difficulties for the defense. The Sixth Army front spanned the open end of the V formed by the Dnepr River on the north and the Sea of Azov and the Black Sea on the south. The army's communications lines were three single-tracked railroads that crossed the Dnepr at Nikopol, Berislav, and Kherson. The barren steppe afforded neither cover nor natural defenses. On the roads, the deep dust slowed traffic and billowed above moving columns, choking men and horses and sifting into motors. Sixth Army's single advantage was a fairly well-fortified front; because the line above Melitopol was naturally weak more work had been put into it than on the rest of the WOTAN position.

The attack began on a 20-mile front straddling Melitopol. The artillery preparation was devastating. In an hour two German divisions each counted 15,000 shellbursts in their sectors. The German batteries replied in kind as far as they were able. On both sides the artillery wasted no time on counterbattery fires but brought down its full weight on the infantry.

Tolbukhin's objective, obviously, was to dislodge Sixth Army from Melitopol, the southern anchor of its front, and force it north away from the Isthmus of Perekop,


the entrance to the Crimea. By 12 October Fifty-first Army had pushed into the city from the south, but it took another twelve days of bitter street fighting to break the German grip.

On 23 October Melitopol fell; this was the signal for the thrust by the main forces, which so far had been holding back. Two days later Twenty-eighth and Fifty-first Armies drove southwest and south of the city, splitting Sixth Army in two. South of the breakthrough the army had two German and two Rumanian divisions. Since these could hardly be expected to establish a line that would protect the Isthmus of Perekop--the Rumanians were already beginning to panic--the army decided to try closing the gap from the north. On the 27th the 13th Panzer Division struck south into the gap, but it did not have enough power to go all the way. Meanwhile, the army moved its heavy weapons into position for another attempt several days later. Before that attack could be launched Fifty-first and Twenty-eighth Armies, on the 30th, smashed the weak Sixth Army south flank and began swift thrusts to the Isthmus of Perekop and to Kherson at the mouth of the Dnepr. During the next two days the remnants of the south flank, abandoning all their heavy equipment and most of their vehicles, retreated behind the Dnepr. The stronger north flank fell back to a large bridgehead south of Nikopol, which Hitler then ordered held to protect the city and as a springboard for a counterattack to reopen the Crimea.9

The Crimea Cut Off

After the middle of October Army Group A had grown increasingly concerned over the future of Seventeenth Army in the Crimea. On the 18th, when it appeared that the Russians might penetrate the Army Group South right flank and strike for the coast west of the Dnepr, Kleist had warned the OKH that the time had come to start evacuating the peninsula. The battle on the Sixth Army front, he reported, was siphoning off the strength of Seventeenth Army; sooner or later it would become too weak to defend itself.

The next day and again five days later Kleist asked the Chief of Staff, OKH, to get a decision. Zeitzler replied that Hitler would not allow the word Crimea to be mentioned in his presence. On 26 October, when the Sixth Army front broke in two, Kleist declared that he was having to transfer another division from Seventeenth Army to Sixth Army, and that with one German and seven unreliable Rumanian divisions Seventeenth Army could not defend the Crimea. He added that he therefore intended to begin the withdrawal by evacuating the Kerch' Peninsula that night. Hitler promptly forbade any withdrawals.10

Two days later Antonescu, worried about the effect the loss of another seven divisions would have in his country, appealed to Hitler to give up the Crimea. In reply Hitler undertook to justify his decision. His most substantial arguments were that the Soviet Union could use the Crimea as an air base for attacks on the Rumanian oil fields and as a staging area for landings on the Rumanian and Bulgarian coasts and


that it was too late to evacuate the peninsula anyway.11

On the night of 28 October the Commanding General, Seventeenth Army, General der Pioniere Erwin Jaenecke, declaring that he refused to take the responsibility for another Stalingrad, informed Kleist that he proposed to execute the command to evacuate which the army group had issued on the 26th and Hitler had canceled. Kleist countered with an order to hold the Crimea no matter how the battle went. He offered the explanation that Hitler had said things would look better in two weeks and then the Crimea could be reopened with fresh forces. Jaenecke refused to accept that order. Kleist then put through a personal phone call to Jaenecke.

Since much has been written about the blind obedience of the German generals, it may be worthwhile to recount the ensuing conversation as an example of what an attempt to disobey an order involved. After stating that Jaenecke's intention had possibly been misinterpreted and receiving his assurance that it had not, Kleist went on:

Kleist: You are to defend the Crimea.

Jaenecke: I cannot execute that order. No one else will execute it either; the corps commanders believe the same as I do.

Kleist: So, collusion, conspiracy to disobey an order! If you cannot, someone else will command the army.

Jaenecke: I report again that in the light of my responsibility for the army I cannot execute the order.

Kleist: As a soldier I have often had to struggle with myself in similar situations. You will not save a single man. What is to come will come one way or another. This attitude only undermines the confidence of the troops. If I get one more division [for you] everything will be all right.

Jaenecke: That is building castles in the air. One must deal with realities here.

Kleist: To retreat under pressure of the enemy is well and good; to retreat this way is something else.

Jaenecke: I cannot wait until Army Group South has gone that far. [Jaenecke was referring here to the threatening breakthrough to the coast on the Army Group South right flank. See below.]

Kleist: The army has not yet been attacked. A little reinforcement on the isthmus and everything will be in order. The enemy will prefer to strike west and then north into the flank of First Panzer Army rather than into the Perekop narrows.

Jaenecke: The Crimea must be defended on its entire perimeter. If the Russians attack the catastrophe is at hand. I must recall once more the example of Generalfeldmarschall Paulus at Stalingrad.

Kleist: The details of events there are not known. The accounts of what happened vary. Do you believe that the Fuehrer will let himself be influenced by you? He has already said once that he will not allow any general to subject him to blackmail. If the Commanding General, Seventeenth Army, does not execute the order he will break every rule of soldierly deportment. Will you execute the order or not?

When Jaenecke asked for time to consult his chief of staff, the exchange broke off.

Afterward, the Chief of Staff, Army Group A, called the Chief of Staff and the Operations Officer, Seventeenth Army, and admonished them to give their commanding general "proper" advice. The question, he said, was purely one of obedience. If Jaenecke refused, a new commanding general would be sent who would be less well acquainted with local conditions and the consequences would fall entirely on the troops. An hour later Jaenecke capitulated


and recalled his order. In relaying an account of the incident to Zeitzler, Kleist said that he did not want to court-martial Jaenecke but could not keep him as an army commander.12 Jaenecke stayed on, however, possibly because Zeitzler and Kleist, on second thought, decided it would be better not to bring a further example of a general's alleged unreliability to Hitler's attention.

Probably, no amount of argument would have persuaded Hitler to give up the Crimea. As always, he expected his luck to change and had vague plans to recoup his losses. On their side, the generals, optimism and determination being among the most highly regarded virtues of their profession, were for the most part unwilling to proclaim a cause lost as long as a glimmer of hope, no matter how remote, remained.

In this instance, Hitler at the end of the month found support in another quarter. Manstein, who was getting five fresh panzer divisions from Italy and the West to clean up the breakthrough in his own sector, proposed to attach them to First Panzer Army for a quick counterattack and then, as soon as the Russians were stopped, shift them south to the Dnepr Bend to attack into the flank of the thrust against Sixth Army. Manstein's plan was reminiscent of the Kharkov offensive earlier in the year, and Hitler, seeing in it not only a chance to keep the Crimea open but the prospect of a full-scale victory as well, approved immediately.13 For Manstein, too, the plan must have had an extraordinary attraction, as an exercise in virtuosity and as another opportunity to demonstrate the tactics he had long advocated of using the retreat to trap and waylay the enemy.

Konev Drives Toward Krivoi Rog

Before Manstein could execute his plan he first had to stop a thrust west of the Dnepr that was threatening to cut off the First Panzer Army and Army Group A as well. Second Ukrainian Front had massed four armies, including Fifth Guards Tank Army, behind its bridgeheads below Kremenchug and at midmonth was bringing Fifth Guards Army down from the bridgehead above the city. On the morning of 15 October a dozen rifle divisions attacked out of the larger of the bridgeheads, and that afternoon Konev committed Fifth Guards Tank Army. The next day he had three armies across the river.14 That night Manstein and von Mackensen agreed that the best decision would be to give up the Dnepr Bend and take First Panzer Army and Army Group A back to the Bug River above Nikolaev, but Manstein added that such a decision was hardly to be expected.

During the next few days Konev poured divisions across the river and tore open the First Panzer Army left flank. On 18 October his troops took Pyatikhatka, thirty-five miles south of the Dnepr, and cut the main railroads to Dnepropetrovsk and Krivoi Rog. For a time von Mackensen thought the Russians had gone as far inland as they had planned and would henceforth concentrate on rolling up the army's front from the north. He decided to wait until he could assemble a force--two panzer divisions the army group was transferring from Eighth Army and two others ( 14th and 24th Panzer


ARMY COMMANDER REPORTS TO KONEV AND ZHUKOV on preparations for Dnepr crossing, September 1943.

Divisions) coming from the West and Italy--for a concerted counterattack. By the 20th he had changed his mind: the Russians were obviously ready to go for bigger prizes--Krivoi Rog, where they would cut the army's lines of communications, or maybe even Kherson or Nikolaev. Krivoi Rog had to be held. It controlled all the rail lines running east to the army front and was the site of large ammunition and supply dumps which would take weeks to evacuate. Von Mackensen decided to counterattack with the divisions coming from the Eighth Army and not wait for the others, which would be another eight to twelve days in transit.15

For once, though somewhat belatedly, the OKH could offer effective help. Earlier in the month the Operations Branch, OKW, had decided that the danger of an invasion in the West had passed for the time being and that the Eastern Front had to be reinforced even if it meant taking risks in other theaters. Subsequently the OKW had released the 14th and 24th Panzer Divisions. On 20 October it also offered the 1st and 25th Panzer Divisions, the SS Leibstandarte Adolf Hitler, and the 384th Infantry Division.16 The five panzer divisions (the Adolf Hitler Division was the 1st SS Panzer Division) constituted a



powerful mobile reserve, but the question was whether they would get to Russia in time.

On 21 October, as the Russians pushed toward Krivoi Rog, von Mackensen had to give up his plan to counterattack with the divisions from Eighth Army--the 11th Panzer and SS Totenkopf--and had to put them in the line separately to do what they could toward braking the Russian momentum. He informed Manstein that the Russians, if they wanted to, could also turn east into the Dnepr Bend and strike in the rear of the army's line on the river. He proposed giving up the eastern half of the river bend and drawing back to a line anchored on the river and the left flank of Army Group A near Nikopol. Manstein agreed, but, after relaying the proposal to the OKH, called at midnight and said that Hitler insisted on keeping the Dnepr front where it was.

Two days later Eighth Guards Army battered its way out of a small bridgehead around Voyskovoye in the Third Ukrainian Front sector halfway between Dnepropetrovsk and Zaporozhye. At the same time Forty-sixth Army bore down from the north. Von Mackensen then barely had time to get his troops out of Dnepropetrovsk and away from the river on what was left of his front upstream.17

The alarm had finally gone through, but would the firemen come in time to save the


building? On 24 October Manstein transferred XXXX Panzer Corps to Eighth Army on the northern flank of Konev's thrust toward Krivoi Rog. He ordered the corps to counterattack southeast across the Russian spearhead, using the 14th and 24th Panzer Divisions and the SS Totenkopf Division. The other three divisions being furnished by the OKW were still on the way.18 While XXXX Panzer Corps deployed, Konev's lead elements, on 25 October, entered the outskirts of Krivoi Rog. Starting a day early because of the threats to that city, XXXX Panzer Corps attacked on 27 October and in three days destroyed the better part of two mechanized corps and nine rifle divisions and forced Konev's armor out the city and back about twenty miles.

Having accomplished that much, Manstein wanted to shift XXXX Panzer Corps and two of its divisions to the Sixth Army bridgehead below Nikopol for the attack into the Nogay Steppe. On 2 November von Mackensen protested that he had thought the objectives were to hold Krivoi Rog and Nikopol. If XXXX Panzer Corps were transferred, he was convinced the Russians would start up again, take Krivoi Rog, and sooner or later take Nikopol as well. Manstein answered that if contact with the Crimea could not be reestablished the whole line of the lower Dnepr would have to be held and there were not enough troops for that.19

Two days later Manstein changed his mind. He told the OKH that his plan had been based on an assumption that Sixth Army would keep strong forces forward of the Dnepr. As it was, he had no confidence in a XXXX Panzer Corps counterattack and proposed instead that two divisions of the corps be held as a ready reserve for the Nikopol bridgehead and the Krivoi Rog.20 Before another twenty-four hours passed, Manstein's attention was completely diverted to the army group left flank, where another storm was breaking.

Kiev and the Crimea

For a month Fourth Panzer Army had kept an uneasy balance along its front on both sides of Kiev. On its flanks the Russians held two large bridgeheads, around the mouth of the Pripyat and below Kiev at Bukrin. In the first week of October they had taken two smaller bridgeheads, one at Lutezh, twelve miles north of Kiev, and the other around Yasnogorodka, twenty-five miles north of the city.

The Stavka had first instructed Vatutin to take Kiev by a wide sweep west and north out of the Bukrin bridgehead. From 12 to 15 and from 21 to 23 October three armies had tried to break out of the bridgehead. Because the Russians lacked the bridging material to get the heavy artillery across, and because the fields of observation on that stretch of the river were too limited to permit accurate fire from the left bank, the attempts failed.21 In the meantime the two bridgeheads north of Kiev had been expanded, the one at Lutezh having been extended south to within easy artillery range of Kiev. After the second attempt to break out at Bukrin failed, the Stavka had ordered Vatutin to move Third Guards



Tank Army and the artillery north to the Lutezh bridgehead and try from there.22

On 3 November, after several days of intense activity behind the front, in the bridgehead, and east of the river, the Russians began to roll. In the wake of a massive artillery preparation, six rifle divisions and a tank corps, elements of Third Guards Tank Army and Thirty-eighth Army, hit the center of the German line around the Lutezh bridgehead and broke through. At the same time, Sixtieth Army broke out of the bridgehead at Yasnogorodka. In two days the Fourth Panzer Army front around Lutezh had collapsed. During the night of 5 November the battle swept through the streets of Kiev, and the next morning the last Germans retreated south.

Lacking reserves of any kind, Fourth Panzer Army was helpless. At first Hoth had thought Vatutin might content himself with Kiev, but by the 5th both he and Manstein concluded that the Russians would swing wide to the southwest and, if they could, outflank the entire Dnepr front. The first objective, then, would be Fastov, forty miles southwest of Kiev, the railroad junction which controlled the important double-track line feeding the center of the Army Group South front. On 6 November Manstein ordered the 25th Panzer Division, arriving from the west, to deploy to hold Fastov.23


At Fuehrer headquarters the next day, Manstein learned how much of a mistake had been his plan for a counterattack in the Nogay Steppe. Manstein argued, as he had since the beginning of the year, that the Army Group South main effort had to be on the north flank; he wanted to shift 2 of XXXX Panzer Corps' divisions and the 3 panzer divisions, including the 25th, coming from the West, to the Kiev area. But Hitler would not be deprived of his dream--a big success south of the Dnepr Bend to generate fresh confidence in the troops and enable him to retain Nikopol and the Crimea. He agreed to let Manstein divert the 3 new panzer divisions to Fourth Panzer Army but insisted on leaving the XXXX Panzer Corps divisions with First Panzer Army. To make up the difference, he promised the 2d Parachute Division, the SS Brigade Nordland, and the 4th Panzer Division--promised before from Army Group Center and never delivered. That Manstein accepted those terms aroused considerable irritation in the OKH. After the conference, in a telephone conversation with Kluge at Army Group Center, the OKH operations chief said that Manstein could have had the 5 panzer divisions he originally asked for if he had not, by prematurely agreeing to take less, undercut Zeitzler, who was ready to give him unqualified support.25

For a time Manstein considered going ahead at once with the attack to reopen the Crimea since it appeared that Seventeenth Army could not hold out the three or four weeks he expected the battle around Kiev to last--the Russians had landed on both sides of Kerch' and on the south shore of the Sivash near the base of the Isthmus of Perekop. An encouraging sign was a small successful attack the 24th Panzer Division had made out of the Nikopol bridgehead several days before; but on 8 November Manstein decided that First Panzer Army did not have enough strength to handle the breakthrough in its own front and attack to the south. The next day he instructed von Mackensen to plan an attack that would be carried out when more units became available. In the succeeding weeks, when the Russians showed no haste in retaking the Crimea, Manstein, amply occupied on his own front, let the plan for an operation south of the Dnepr slip into abeyance.26

A Lesson in Maneuver

In the second week of November, while the 1st and 25th Panzer Divisions and the Adolf Hitler Division struggled with the formidable task of assembling and reloading their elements that had already unloaded at First Panzer Army and of rerouting to Fourth Panzer Army troops still aboard trains coming from Germany, First Ukrainian Front continued its advance southwestward past Kiev against spotty German resistance. Fourth Panzer Army was split into three isolated parts that were moving away from each other as if along the spokes of a wheel. Its left flank corps, LIX Corps, was being pushed northwestward toward Korosten. The two corps in


the center, VII and XIII Corps, fell back due westward toward Zhitomir. On the south XXIV Panzer Corps, still holding part of the river line, had swung its left flank back to block the Russians due south of Kiev. On its left the Headquarters, XXXXVIII Panzer Corps, transferred from First Panzer Army, tried to bring the advance elements of the divisions coming from the south into position to establish a line flanking Fastov.

On the morning of 7 November, when the Commanding General, 25th Panzer Division, moved up with as much of his division as he could muster to execute his assigned mission of defending Fastov, he discovered that Third Guards Tank Army's mobile units had arrived there before him. For the next three days, in wet snow and rain, the division, not trained for fighting on the Eastern Front and lacking much of its equipment, tried futilely to retake the town.

In the meantime, the Russian advance past Fastov to the west gathered momentum. Manstein decided he had better leave Fastov alone and relieve the pressure on VII and XIII Corps. On 12 November XXXXVIII Panzer Corps committed its three divisions, all of them still lacking vital components, in an attack northwestward from the vicinity of Fastov into the rear of Thirty-eighth Army's spearhead, then pushing into Zhitomir ninety miles west of Kiev. The attack made little progress. In the north Sixtieth Army was forcing LIX Corps back rapidly toward Korosten and threatening to snap its contact with the Army Group Center right flank.

As had happened before, the Russians themselves afforded Fourth Panzer Armv its best chance for recovery. Vatutin had split his effort and was attempting to go in two directions, southwest and west. Manstein decided to concentrate first on Zhitomir and then turn east behind Fastov.

Beginning on 14 November XXXXVIII Panzer Corps tried again, the veteran 7th Panzer Division from XXIV Panzer Corps taking the place of the 25th Panzer Division. This time it had better luck. After the first day the Russians, touchy about their flanks and rear, began to hesitate and slow down. Even so, it appeared that the counterattack had come too late to save LIX Corps. The corps, fighting alone, was nearly surrounded in Korosten and had to be supplied by airdrops. The commander wanted to pull back farther west while he still could, but on 16 November Hitler ordered Korosten held at all costs.

On 19 November XIII Corps and XXXXVIII Panzer Corps recaptured Zhitomir, and the next day the Adolf Hitler Division turned east, reaching Brusilov, north and slightly west of Fastov, on the 23d, but by then several days of rain had turned the roads to mud. In the north LIX Corps, after being pushed out of Korosten in spite of Hitler's order, was able at the last minute to take advantage of the Russians' growing uncertainty and retake the town on the 24th. The next day Manstein called a temporary halt because of the weather.27

"He Who Holds His Positions a Minute Longer. . . ."

The last two weeks of November sealed the fate of the Dnepr line. What time was left could be credited partly to the lessons in concentration and maneuver Manstein had


given Vatutin east of Zhitomir; however, the main reason was that Vatutin, waiting for more settled weather, held back a stronger punch. Had the two panzer divisions Hitler insisted on keeping on the army group right flank been at hand, Fourth Panzer Army might have been able to deal the three Soviet armies a full-fledged defeat.28 As it was, Hoth and Manstein decided late in the month that it was useless even to talk about getting back to the Dnepr at Kiev.29

While Fourth Panzer Army was occupied west of Kiev the situation in the rest of the Army Group South zone had continued to deteriorate relentlessly. After gaining small bridgeheads on both sides of Cherkassy on 13 November, Second Ukrainian Front had quickly expanded the one on the north until it threatened to engulf the city and tear open the Eighth Army front.30 North and east of Krivoi Rog and against the Nikopol bridgehead, which First Panzer Army had taken over from Sixth Army, the Russians kept up constant pressure. On 20 November Generaloberst Hans Hube, who had replaced von Mackensen in command of First Panzer Army, reported to the army group that his infantry strength had sunk to the lowest tolerable level. The front could not be completely manned, and on days of heavy fighting casualties were running at the rate of one battalion per division under attack. Without an extraordinary supply of replacements by air he did not believe further defense of the Dnepr line was possible.31

That same day, Manstein, looking ahead, advised the OKH that besides their reserves--an estimated 44 rifle divisions and an unknown but large number of tank brigades set up in 1943--the Russians had 33 rifle divisions and 11 tank and mechanized corps resting behind the front. With these they would be able to mount a full-scale winter offensive, and Army Group South, completely tied down at the front, would be tactically at their mercy. The army group, he wrote, needed "sufficient and powerful reserves" which, if they could not be sent from other theaters, would have to be acquired by shortening the southern flank of the Eastern Front and taking Seventeenth Army out of the Crimea.32

Glum as Manstein's analysis was, it was more optimistic as far as the near future was concerned than those of his army commands. Eighth Army had gaps in its front around the Cherkassy bridgehead and north of Krivoi Rog. On 24 November the Chief of Staff, Eighth Army, asked whether "large operational decisions" (a general withdrawal) could be expected when freezing weather set in.33 Manstein could only reply with the lame aphorism: "He who holds his positions a minute longer will have won."34 Two days later Hube warned that the decision to give up the Nikopol bridgehead and the Dnepr Bend would have to come soon or the army would have to get substantial replacements. The next day, the 27th, he told Manstein the army had exhausted all its means of self-help and


needed to know how much longer it would have to hold the Nikopol bridgehead. The Russians were filling up their units with men from the recently reoccupied territory; as soldiers they did not amount to much, but their number alone was creating an ammunition shortage on the German side. Manstein replied that he agreed but could not get Hitler to change his earlier orders.35

At the end of November Hitler wanted to take units away from Fourth Panzer Army and First Panzer Army to strengthen the front around Cherkassy, but Manstein insisted that if the Russians broke loose again on either the army group's north or its south flank, holding Cherkassy would be a waste of time anyway.36

In the first week of December the weather turned cold, and in a few days the roads had frozen solid enough for the panzer divisions to move again. Manstein ordered XXXXVIII Panzer Corps to shift north of Zhitomir, push east to the line Radomyshl'-Malin, and then turn northeast into the flank of Sixtieth Army operating against LIX Corps at Korosten.37

XXXXVIII Panzer Corps began attacking north of Zhitomir on 6 December. For two days the corps made good progress against gradually stiffening resistance; but by the 10th the resistance had become strong; and Hoth, taking no chances, told XXXXVIII Panzer Corps to restore contact between XIII Corps and LIX Corps as its first order of business after taking Radomyshl'. On the 19th XXXXVIII Panzer Corps was ready to execute the secand part of its original mission, the turn into the flank of Sixtieth Army. But in the next three days the panzer corps made almost no gain; it was meeting forces massed for another advance toward Zhitomir. On 21 December Fourth Panzer Army ordered it to go over to the defensive.38

In the Eighth Army and First Panzer Army zones through November and during the first three weeks of December the Russians were content to fight a battle of attrition, which they could afford but the Germans could not. The two armies managed to keep their fronts fairly stable until the second week of the month, when the northwest side of the line around the bridgehead above Krivoi Rog gave way. Before a new front could be established Second Ukrainian Front had cleared the Dnepr north to Cherkassy. After mid-month all Army Group South held of the original WOTAN position was a 50-mile stretch of the Dnepr between Kiev and Cherkassy.

The Dnepr Bridgehead, Army Group Center

In the Army Group Center zone the most prominent feature of the PANTHER position was the bridgehead located east of the Dnepr from Loyev on the south to east of Orsha and 190 miles long and 30 to 40 miles deep. (Map 17) The PANTHER protected a great switch position on the line Nevel-Vitebsk-Orsha-the Dnepr. At the end of September the army group began building up that line, which was potentially stronger than the PANTHER position itself but which was also the last natural defense


Map 17
The Dnepr Bridgehead
1 October-26 December 1943


line of any consequence forward of the Polish border.

Although Army Group Center had sharply declined in strength during the summer through transfers and losses, it was still stronger than either of its neighbors. Its total complement on 1 October was 42 infantry divisions, 8 panzer and panzer grenadier divisions, and 4 Air Force field divisions. Of those 12 infantry and 4 panzer divisions were kampfgruppen, actually no more than regiments.39 Opposite the army group stood four Soviet fronts, none of them showing any marked decline in offensive capability. Off the south flank of the army group the Stavka, in the first week of October, combined the zones of the Bryansk and Central Fronts under Rokossovskiy's headquarters, which was redesignated Belorussian Front.

Rokossovskiy Holds the Pripyat Bridgehead

Even though it could be safely assumed that the Stavka would keep its main effort against Army Group South (best evidence was the combining of the Bryansk and Central Fronts under a single command, since the Russians never undertook anything really ambitious with one front in so broad a sector), Army Group Center was concerned over its south flank. Second Army was weak, it had its back to the Pripyat Marshes, and it was vulnerable on both flanks. In the north it had to hold a bridgehead east of the Sozh River to protect the valuable railhead at Gomel, and in the south the Russians had driven a wedge between it and the left flank of Army Group South along the lower reaches of the Pripyat River.

At the end of September Kluge had directed Weiss to shift three panzer divisions to his right flank and join Fourth Panzer Army in a counterattack to wipe out the bridgehead and restore contact between the two groups on the Dnepr. But the Russians brought reinforcements across the Dnepr from the east faster than the German panzer divisions could assemble and maneuver on the marshy west bank, and for the first few days the Germans were forced to the defensive and in some places lost ground. When Second Army finally got its tanks into motion on 3 October, the Russians countered with punishing air strikes. On 4 October units of Fourth Panzer Army took Chernobyl, but in two more days' fighting the Second Army force made no headway.

On the 6th Weiss reported that to go on was useless. He proposed to take his front back to a shorter line, use the troops gained thereby to throw a screening line around the western edge of the bridgehead, and so restore contact with Army Group South. Kluge approved, and on 11 October Second Army put a division across the Pripyat where it made contact with Fourth Panzer Army northwest of Chernobyl. First Ukrainian Front remained in undisputed control of a bridgehead fifteen miles deep and thirty miles wide.40


On the Second Army left flank Belorussian Front held two bridgeheads west of the


Sozh flanking Gomel, one ten miles north of the city across the river from Vetka on the boundary with Ninth Army, and the other fifteen miles south of the city. In the first week of October it expanded the one on the south, thereby threatening Gomel and Second Army's own bridgehead east of the river. On 9 October Kluge reported that an orderly evacuation of the Second Army bridgehead was already in doubt. Hitler agreed to give up the bridgehead "if there is a danger of the troops being destroyed." The next day, as the troops came out they were shifted south of the city where their presence was promptly effective, and the Russians advance slowed down.41

By that time more trouble was brewing farther south. While Second Army was occupied on its flanks, Rokossovskiy had built a strong concentration south of Loyev, just below the confluence of the Dnepr and the Sozh. There a thrust across the Dnepr toward Rechitsa could outflank both the PANTHER position and the Dnepr switch position and confront Second Army with the unhappy task of trying to create a front in the partisan-infested woods and swamps west of the Dnepr.

On 15 October the attack began on 20-mile-wide front south of Loyev. It gained ground fast, partly because Kluge, still more worried about keeping contact with Army Group South, hesitated for two days before letting one of the panzer divisions be taken off the Second Army right flank. By the 10th the Russians had carved out a bridgehead sixty miles wide and ten miles deep on both sides of the Dnepr. Then, for two days, they attempted to thrust northeast toward Retchitsa on the railroad west of Gomel.

On 22 October Kluge called Zeitzler to ask for replacements. Second Army, he said, was exhausted and could not stand up against the continuing attack. The army group could give no guarantees with respect to future developments, and unless help were given it might become necessary to pull the whole front back.42 On the same day, having failed to achieve a breakout, Rokossovskiy stopped his offensive in the Loyev bridgehead.

In the last week of the month Rokossovskiy shifted his attack to the Ninth Army's flanks, denting the PANTHER position in several places and posing a threat of multiple breakthroughs. On 27 October Kluge and Model discussed taking Ninth Army and Second Army back to the Dnepr below Mogilev. The next day Rokossovskiy added to their concern by resuming the offensive in the Loyev bridgehead; but at the end of the month, satisfied for the time being with local gains, he called another halt.

The end of October saw a change of the Army Group Center command. On 28 October, Kluge, who had commanded the army group since December 1941, was severely injured in an automobile accident, and to replace him Hitler the next day appointed Generalfeldmarschall Ernst Busch. As Commanding General, Sixteenth Army, Busch had been on the Eastern Front since the start of the campaign. He was a highly regarded army commander, but most of his experience had been gained on a static front. He had not had a chance really to prove himself as a tactician; consequently, in his relations with


Hitler he was more compliant than some of the other commanding generals and tended to welcome the Fuehrer's guidance.

In the first week of November Vatutin's offensive at Kiev renewed Army Group Center's concern for its south flank. When the offensive started, Busch told Weiss to use the two panzer divisions he still had in that area (two had been shifted to the Loyev bridgehead) to hold Chernobyl and, if necessary, stretch Second Army's flank south to keep contact with Fourth Panzer Army. By 7 November the Russians were moving so fast that Busch became alarmed and asked for permission to take his flank back from Chernobyl, but Hitler, who was never willing to give way on the flanks of a breakthrough, refused.

On the 10th Rokossovskiy tried for the third time to break out of the Loyev bridgehead. The German line held the first day but broke on the second. At the same time, the right flank army of First Ukrainian Front began pushing north forty miles west of Chernobyl into the undefended Second Army flank. On 12 November Weiss asked permission to take troops off his south flank to meet the greater danger in the center, but the OKH again ordered him to hold Chernobyl. The next day, when Belorussian Front's thrust carried to west of Retchitsa, he proposed giving up Gomel and taking the army north flank back to the Dnepr to gain troops. This Hitler forbade. By the 14th Rokossovskiy had spearheads turning east toward the Dnepr from northwest of Retchitsa.

After the gap in the Second Army center had opened to eight miles, Hitler told Model to supply one division and Weiss another for a counterattack to close it. Adding a third division, one of the two panzer divisions from his south flank, Weiss opened the counterattack on 18 November, but when the divisions failed to make headway in two days, the attack had to be canceled. Vatutin's forces in the meantime had taken Chernobyl and Rokossovskiy's had turned west behind Retchitsa toward Kalinkovichi, the railroad junction controlling all of the Second Army supply lines.

On 20 November Weiss shifted two of the divisions that had taken part in the counterattack west, to screen Kalinkovichi, and transferred control of his sector north of the Beresina and east of the Dnepr, including Gomel, to Ninth Army. Thereafter Second Army's paramount concern was to establish a defensible front forward of the Pripyat Marshes. As almost always happened in such situations, the first problem was to get an agreement on tactics. Weiss, Busch, and Zeitzler wanted to seek a balance by maneuver. Hitler, on the other hand, stood by his old formula of holding the remnants of the original front as "corner posts" and counterattacking to patch the gaps. On the night of the 19th he commanded Weiss to keep the part of his front that had not been broken through where it was until further orders. That left the army in the peculiar, though by then no longer unusual, position of having its main force tied down forty miles forward of the crucial zone of the battle.

The next morning, with Busch's permission, Weiss called Zeitzler. Soviet tanks and cavalry with strong infantry support, he reported, were within nineteen miles of Kalinkovichi. If they took the town, the army would be out of motor fuel in two days and out of ammunition in four. Actually, he added, the same effect could be accomplished simply by cutting the two railroads. That could be done by the cavalry alone, which in the wooded and



swampy terrain was far more maneuverable than the defending German armor. Even if the two panzer divisions managed to stop the advance on Kalinkovichi, it would only be a matter of time until the Russians, bypassing the town to the north, forced them to extend until the whole line was hopelessly weakened. Therefore, the entire front had to be taken back, and the decision had to come soon because if the withdrawal was executed in haste most of the heavy vehicles would be left stuck in the swamps. Zeitzler replied that he had tried the night before to talk Hitler into giving Second Army freedom of movement and failed. He would try again but at the moment could promise nothing. Shortly before midnight the OKH operations chief called the Army Group Center headquarters to report that Hitler had again refused to permit any withdrawal.43

The next day the Russians tore through Second Army north of Udalevka and started a sweep to the southwest that threatened to envelop the army's right flank. On the afternoon of 22 November Hitler finally accepted the inevitable and allowed Weiss to take his front back--but no farther than a line he had plotted in


detail, running east of Kalinkovichi and the railroad north of the town. The army diary noted that had the order been given a week earlier it could have been executed smoothly and would have prevented sizable losses. That night Weiss reported to army group that the line Hitler had laid out would be difficult "to reach, occupy, or hold." It traversed a swampy forest with thick undergrowth, an old and established partisan haunt. He asked for freedom within the limits of his mission--to establish a front east of the Pripyat Marshes--to operate without reference to a specific line.

In the meantime Rokossovskiy had readied an unpleasant surprise. Early on 22 November, after a quick regrouping undetected by the Germans, he launched a thrust into the Ninth Army center south of Propoysk. It dealt Ninth Army a sudden, staggering blow. The next day he pushed a strong spearhead into the gap between the Second and Ninth Armies south of the Beresina and cut the railroad that ran north from Kalinkovichi.

The Ninth Army front around Gomel had by then become a great, sagging, tactically useless bulge. As a railhead the city had lost its value ten days before when the Russians cut the railroad west of Retchitsa. On 23 November Hitler allowed Model to begin taking out troops, but he hesitated another twenty-four hours before signing the evacuation order because he was worried about the "echo" the loss of Gomel would create.44 Reluctant as he was to give ground under any circumstances, he had lately become even more reluctant when the loss of territory also involved the loss of a city large enough to be noticed in the world press and set off a celebration in Moscow.


On 25 November Busch ordered Ninth Army to seal off the bridgehead at Propoysk and the Ninth and Second Armies to counterattack into the gap between their flanks, close it, and regain control of the railroad. The first order could not be executed for lack of troops. The Russians had already torn open a 50-mile stretch of the PANTHER position and gone twenty miles west. The most Ninth Army could do was try to exert a slight braking action. The armies intended to execute the second order on 30 November, but in the next few days the Russians advanced to the northwest so rapidly and in such strength that neither army could spare troops for the counterattack. The OKH promised the 16th Panzer Division from Italy, and, since that one division would not be enough, Busch proposed taking the Ninth Army center back to the Dnepr to gain two more divisions. Hitler resisted until the 30th. By then Rokossovskiy's troops were on the Dnepr west of Propoysk and had smashed the last remnants of the PANTHER position farther south.

At the end of the month Second Army had set up a new front east of Kalinkovichi, albeit some miles west of the line Hitler had demanded. During the night of 4 December Ninth Army completed its withdrawal. Having improved their positions somewhat, the armies could prepare the counterattack to close the gap. On 6 December they issued the orders for the counterattack, code-named NIKOLAUS, and, allowing time for the 16th Panzer Division to arrive, set 16 December as the starting date. After


the 8th heavy attacks on the north flank of Second Army tied down all that army's reserves; and on the 14th a flareup in the angle of the Beresina and the Dnepr forced Ninth Army to ask for a delay to 20 December.

That the counterattack began on time on the 10th was itself something of a surprise; and its initial success surpassed all expectations. On the second day the Ninth Army and Second Army spearheads met at Kobyl'shchina. The army group ordered the divisions to regroup fast and turn east to clear the railroad. Until then neither the army group nor the army commands had expected to do more than close the gap, and they had not been very confident of accomplishing that.

On the 22d the attack continued, gaining ground to the east against stiffening resistance as the Russians poured in troops from the flanks. In three more days the Germans reached the railroad in the north, but in the south were stalled by a strong line on the Ipa River. On the 26th, Busch, worried about his north flank, took out the 16th Panzer Division for transfer to Third Panzer Army and told Model and Weiss to stop the counterattack and find a favorable defense line.

After nearly three months the Ninth and Second Armies once more held a continuous front. They had eluded a succession of dangerous thrusts, often just in the nick of time. The price was high. Half of the Dnepr bridgehead was lost and with it a 100-mile stretch of the river. In the south a 60-mile gap yawned between the flanks of Army Groups Center and South.45

Nevertheless, the distinguishing aspect of the Belorussian Front's three-months' fall campaign was its drab pointlessness. It had operational, even strategic, possibilities, but the indications are that the Stavka could not have exploited these and, in fact, had not wanted to do so. The battles, expensive to both sides, were fought only because the Soviet Union, having the initiative, feared either to lose it or to be trapped into a stalemate.46


Table of Contents ** Previous Chapter (VIII) * Next Chapter (X)


1. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 26 Nov 43, Pz. AOK 1 45393/3 file.

2. Manstein, Verlorene Siege, p. 542.

3. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 8 Oct 43, Pz. AOK 1 45393/2 file.

4. IVOV (R), III, 345.

5. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 10-12 Oct 43, Pz. AOK 1 45393/2 file.

6. H. Gr. A, Ia, Kriegstagebuch, Band 3, Teil 1, 12, 13 Oct 43, H. Gr. A 75126/17 file.

7. IVOV (R), III, 346-47.

8. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 13-15 Oct 43, Pz. AOK 1 45393/2 file.

9. AOK 6, Ia, Gesamtuebersicht ueber die Abwehrkaempfe der 6, Armee in der "WOTAN-Stellung" und in der Nogaischen Steppe vom 26.9, bis 3.11.43, AOK 6 38986/2 file.

10. H. Gr. A, Ia, Kriegstagebuch Band 3, Teil 1, 18-26 Oct 43, H. Gr. A 75126/17 file.

11. OKW, Stellvertretende Chef des Wehrmachtfuehrungsstabes, Kriegstagebuch vom 1.10-31.12.43, 28, 29 Oct 43, IMT Doc 1790-PS.

12. H. Gr. A, Ia, Kriegstagebuch Band 3, Teil 1, 28, 29 Oct 43, H. Gr. A 75126/17 file.

13. Manstein, Verlorene Siege, p. 551.

14. IVOV (R), III, 348.

15. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 15-21 Oct 43, Pz. AOK 1 45393/2 file.

16. OKW, Stellvertretende Chef des Wehrmachtfuehrungsstabes, Kriegstagebuch vom 1.10-31.12.43, 4, 5 Oct 43, IMT Doc 1790-PS.

17. Pz. AOK 1, Ia Kriegstagebuch Nr. 12, 21-23 Oct 43, AOK 1 45393/2 file; IVOV (R), III, 349.

18. AOK 8. Ia, Kriegstagebuch Nr. 2, 24 Oct 43, AOK 8 44701/4 file.

19. Pz. AOK 1, Kriegstagebuch Nr. 12, 2 Nov 43, Pz. AOK 1 45393/3 file.

20. OKH, GenStdH, Op. Abt., Kriegstagebuch, 9.10.43-12.1.44, 4 Nov 43.

21. Platonov, Vtoraya Mirovaya Voyna, 1939-45, p. 452.

22. IVOV (R), III, 335-36.

23. Pz. AOK 4, Ia, Kriegstagebuch, Band 2, 1-30 Oct, 1-6 Nov 43, Pz. AOK 4 0631/2 file.

24. Manstein, Verlorene Siege, pp. 554ff; OKH, GenStdH, Op. Abt., Kriegstagebuch, 9.10.43-12.1.44. 7 Nov 43.

25. H. Gr. Mitte, Ia, Kriegstagebuch. 1.-30.11.43, 10 Nov 43, OCMH files.

26. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 7-9 Nov 43, Pz. AOK 1 45393/3 file; OKW, Stellvertretende Chef des Wehrmachtfuehrungsstabes, Kriegstagebuch vom 1.10.-31.12.43, 1, 3, 6, 11 Nov 43, IMT Doc 1790-PS.

27. Pz. AOK 4, Ia, Kriegstagebuch, Band 2, 7-25 Nov 43, Pz. AOK 4 41631/2 file.

28. Of the three substitute divisions Hitler had promised, only the 2d Parachute Division arrived, and that at the end of November.

29. Pz. AOK 4, Ia, Kriegstagebuch, Band 2, 28 Nov 43, Pz. AOK 4 41631/2 file.

30. AOK 8, Ia, Kriegstagebuch Nr. 2, Band 5, 13-20 Nov 43, AOK 8 44701/5 file.

31. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 20 Nov 43, Pz. AOK 1 45393/3 file.

32. Manstein, Verlorene Siege, pp. 558ff.

33. AOK 8, Ia, Kriegstagebuch Nr. 2, Band 5, 24 Nov 43, AOK 8 44701/5 file.

34. AOK 8, Ia, Kriegstagebuch Nr. 2, Band 5, 24 Nov 43, AOK 8 44701/5 file.

35. Pz. AOK 1, Ia, Kriegstagebuch Nr. 12, 26, 27 Nov 43, Pz. AOK 1 45393/3 file.

36. OKH, GenStdH, Op. Abt., Kriegstagebuch 9.10-12.1.44, 29 Nov 43.

37. Pz. AOK 4, Ia, Kriegstagebuch, Band 3, 3 Dec 43, Pz. AOK 4 41631/3 file.

38. Pz. AOK 3, Ia, Kriegstagebuch, Band 3, 3-21 Dec 43, Pz. AOK 3 41631/3 file.

39. MS # P-114b (Hofmann), Teil VI, p. 9.

40. H. Gr. Mitte, Ia, Kriegstagebuch, 1.-30.9.43, 28-30 Sep 43; 1.-31.10.43, 1-11 Oct 43, OCMH files; MS # P-114b (Hofmann), Teil VI, pp. 17-20.

41. H. Gr. Mitte, Ia, Kriegstagebuch, 1.-31.10.43, 9, 10 Oct 43, OCMH files.

42. Ibid., 22 Oct 43.

43. MS # P-114b (Hofmann), Teil VI, pp. 26-34, Anhang 7.

44. H. Gr. Mitte, Ia, Kriegstagebuch, 1.-31.11.43, 24 Nov 43, OCMH files.

45. MS # P-114b (Hofmann), Teil VI, pp. 35-45.

46. See IVOV (R), III, 371-82.

Transcribed and formatted by Jerry Holden for the HyperWar Foundation