Field Marsal Von Manstein Counteroffensive 42 43

Field Marshal von Manstein's Counteroffensive
of Army Group South, February-March 1943:

The Last Operational Level Victory of the
Forces on the Eastern Front.
lit
MPanzer
In
P%
N
A thesis presented to the Faculty of the U.S. Army
Command and General Staff College in partial
fulfillment of the requirements for the
Idegree
MASTER OF MILITARY ART AND SCIENCE
*,
DTIC
".E-LECTE
0386
by
DAVID A. SHUNK, MAJOR, USAF

B.S.,
M.S.,
Michigan
State University,
1973
University of Southern California,
1977
Fort Leavenworth, Kansas

1986
LAJ
"Approved for public release;
6-3475
APpROV
distribution is unlimted."
FOR PUBLC RELASE
DLSTIWU'r 1 o) UNLIMIIED.
._
REPORT DOCUMENTATION PAGE

.GEcPP~O~RTTss:Eeru~Y'Cl'Ac~i(-";;:T;C)N-----------r.'l::-:~~~~":'!':~~!.":""------------
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, 1. TITLE
Field ~arahall von ~anatein'a Countere!!enaiYe o! Army Group south, February-Mareh 1943:
The Laet Operational LeYel Victory p! the Panzer Toreea on the Eastern Front.
:2. PERSONAL AUTHOR(S)
Major
~Yid
A Shunk
14. DATE OF REPORT (Yur, Month, Day)
'3a. TYPE OF REPORT
Maeter 1 a
1986 June 6
The~ia
5. PAGE COUNT
68
:6. SUPPLEMENTARY NOTATION
18. SUBJECT TERMS (Continue on revers. ff neceSSity and identify by block number)
Operational LeYel Armor Operations on the Ea~tern Front,

strate,y, Tactics, counteroffen~ive, Germ~n and SOTiet
Leadership in :::m:bat
'K ABST~CT .(Continu@ on ~everse !f necewry a'}d khntify by block number)

;-. l~
tne ~l:o: 1.s a hlstur .~.eel exe::nr.ation of the ea~tern front battles in southern Ru~aia
:1t:r lnb yebr-J~ry-:.:nrch 1Yll3. Field Marshal von Man~tein, commander or the German Army Group
3Jt:th, defe~ted a S:'\'iet two rr;:wt offensive toci th an exceptional counteroffen~ive. Von
:en~tein 1 ~ c?unte:r-:..Jffe!"l5i'\"e c::mcentrl!! ted all the available panz,er (arnur) and mechanizea
i.nfaDtry divbLr.s ir:t::l trr..:- attack group:o.:. Von Manstein then attacked the S-:>iaet~, after
they hac e)~su~ted their 0ffen~ive, ~ith a dJ~ble envelopnent counterof!er.sive ~hich
de:o~tr:.;yed t'..:J So'.:iet 1'!.rmies and regained the initiative fur German fc,rce~ in sotthern ;tuss
T~e
i~ a :o.:electic:n !r.,;.rr, the many c:::mclusions. The soviet General Staff, stavka,
extenued L~eir force5, uncie~ estimated the cenuan counteroffensive ability, and reacte
very ~!iL..-,.;ly t. vo!1 11,ar1stelo' s c.Junter~l!.fensive. VJn Hanstein concentr.stea all the available
-::;e::-t:ta:-, p,oLile L,rces fJr a battle ;;f l.lE:lteuve!, 1\,u~t,t a cotabincd arm!5 battle, end
tb:.:c SJ'J.!.' t ,;,, ..ret:$ a~ t..J thF ti;;;.:. e:1ci pla~c :J!' ti.c cPuntero!'fensive.
f ..:ll.::..:in[
;ve~
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SECURITY
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Trils stud cir.clucea that vi~n Maristein devel ped and executed a brillia:,t c,,anteru ffoiiive
ii, the midst of a S,,viet -.)feihsive. Due to Eltiler's restrictikns .z. mr-~zeuver warfare:, the
Gec~liSni German f,)rces, an~ti th6 iri.pr-vif. S~viet f~rces, this wab tihe last .- yeratiuiial
le-el vict~ry f-: the 3cr.i&r. paiZLr f-r'Ce! -,I; trie ea, terr frxi.t.
SECURITY CLASSIFICATION OF THIS PAGE
Field Marshal von Manstein's Counteroffensive

of Army Group South, February-March 1943:
The Last Operational Level Victory of the
Panzer Forces on the Eastern Front.
A thesis presented to the Faculty of the U.S. Army

Command and General Staff College in partial
fulfillment of the requirements for the
degree
by
DAVID A. SHUNK, MAJOR, USAF
B.S.,
M.S.,
Michigan State University,
1973
University of Southern California, 1977
Fort
Leavenworth, Kansas
1986
"Approved for public release; distribution is unlimted."
86-3475
.-- u'I 0'.

.4.

THESIS APPROVAL PAGE
Name of candidate:
Title of Thesis:
Approve
Major David A. Shunk

Field Marshal von Manstein's
Counteroffensive Of Army Group South,
February-March 1943: The Last Operational
Level Victory of the Panzer Forces On The
Eastern Front.
y:
'B
Robert Baum
Thesis Committe Chairman
n, Ph.D.
, Member, Graduate Faculty

Lamuei Lewis,, Ph.D.
, Member, Graduate Faculty

MA
Claude Sasso, Ph.D.
Accepted this
6th day of June 1986 by:
? /
&W
Philip J. Brookes, Ph.D.
, Director, Graduate Degree

Programs
opinions and conclusions expressed herein are those of

the student author and do not necessarily represent the
views of the U.S. Army Command and General Staff College or
any other governmental agency.
MThe
6A,
ABSTRACT
V
-"
FIELD MARSHAL VON MANSTEIN'S COUNTEROFFENSIVE OF ARMY GROUP

SOUTH, FEBRUARY-MARCH
1943: THE LAST OPERATIONAL LEVEL
VICTORY OF THE PANZER FORCES ON THE EASTERN FRONT:
A
historical
analysis
of
Field
Marshal
von
Manstein s
counteroffensive in southern Russia in February-March
1943,
by Major David A. Shunk, USAF, 70 pages.
kThis thesis is a historical examination of the eastern
front
battles in southern Russia during February-March 1943. Field
Marshal von Manstein, Commander of
the
German
Army
Group
South,
defeated a
Soviet
two
Front
offensive
with
an
exceptional
counteroffensive.
Von
Manstein s
counteroffensive concentrated
all
the
available
panzer
(armor) and mechanized infantry divisions
into
two
attack
groups. Von Manstein then attacked the Soviets,
after
they
had exhausted their offensive,
with
a double
envelopment
counteroffensive
which
destroyed
two
Soviet
armies
and
southern
forces
in
for
German
initiative
regained
the
Russia.
The following is a selection from the many conclusions.
The
surprised the Soviet forces as to the time and place of

counteroffensive.
the
Soviet General Staff, Stavka, over, extended

their
forces,
under estimated the
German
counteroffensive
ability,
and
reacted very slowly to von Manstein s counteroffensive.
Von
Manstein concentrated all the available German mobile forces
for a battle of maneuver, fought a combined arms battle, and
and
This study concluded that von Manstein developed
executed a brilliant counteroffensive
in
the midst of a
-w
Soviet offensive. Due to Hitler's restrictions

on
maneuver
warfare, the declining
German
forces,
and
the
improving
Soviet forces, this was the last operational
level
victory
for the German panzer forces on the eastern front.-,
.4,
WI'-.
-V
Lod'
TABLE OF CONTENTS
Page
rj.
Chapter One:
Eastern Front Overview ..
Chapter Two:
The Mobile Defense .....
......... . .
...........
1. The Soviet's Plan of Attack .....

2. Map:
..........
Soviet Offensive to 18 February ..
.....
3. Southwest Front Attacks ......
............
4. Voronezh Front Attacks ......
............
5. Southern Front Attacks ....
............ .
12
6. Manstein's Mobile Defense ...
........... ...
14
Manstein's Counterattack ........ ...
22
Chapter Three:
1. Soviet Success and Logistic Problems

2. Manstein's Plan .....
..... .
................
22
26
...... .
28
3. Soviet Mistakes and Misperceptions
4. Manstein's Counterattack, The German

Southern Pincer Attacks ...
............ ...
31
5. The German Northern Pincer Attacks
32
6. Kharkov:
7. Map:
The Second Encirclement ....
...
35
Manstein's Counteroffensive to 23 March
Chapter Four:
38
Analysis, Lessons Learned and Conclusions
Appendix One: Order of Battle ....

Bibliography
...... .
...........
.
Initial Distribution List ..............
iv
.
.
42
52
59
64
CHAPTER ONE
EASTERN FRONT OVERVIEW 1941-42
World War
ever
fought.
land,
air
created
This
the
involved.
was
of
front
and
Soviet battle
German dead
from
3.5
the northern
lasted
The
combined
Leningrad. The
both
the
the severe
Soviet
war
the
of
was
fought
Balkans.
five
million
over a
and
2000
mile
to the Caucasus
the
war
and
Union.
Soviet
earlier
The
years
forces
invaded
like the
1941
longest
combat
12
the
in
the
war
campaigns
in
the
resulted
in
east,
in
the
Germany.
five months of the war
offensive
first winter
within
the
long
offensive
to end the war.
winter
1942 German
of
the
German
Moscow
and
found the Germans unprepared
reserve
survived
brought
sight
climatic conditions
strategic
The
with
number
on
Russia
tip of Finland south
almost
first
arms
largest
1941 Germany
Poland, France, and
of
operations
in southwest Russia.
21 June
destruction of
invasion
deaths totaled over
Hitler demanded a short
however,
and most destructive
saw military campaigns
million. The war
mountain region
On
largest
The German
theater
land
the
global war
and sea.
continuous
front
II
summer
and the
armies.
and
planned
offensive
for
counterattack of
The
for
took
German
the
them
armies
summer
to
the
ri
Caucasas
reinadt
tlnrd
nteVlarvr
German
strategic
objectives
were
the
Ukraine,
Soviet
industry in southern Russia, and oil fields in the Caucasus.

Instead of bypassing the city of Stalingrad,
the German dictator,
Adolf
Hitler,
told the Army to take the city.
Stalin, the Soviet dictator, also decided to fight
Joseph
for
the
city of his namesake. 2

One of the best Soviet generals,
Zhukov,
as
special
representative, saw
envelopment
an
Stavka
(Soviet
opportunity
of the German forces
General
to
Georgi
General
conduct
K.
Staff)
a
double
in and around the city.
On
both flanks of the German 6th Army in Stalingrad

were Axis
allied armies. The sheer
size
of
Russia
had
forced
the
Germans
to
rely
on
Axis
allied
armies
to
maintain
continuous front. As the Germans threw panzer and

infantry divisions into the savage
in Stalingrad, the
counteroffensive
Soviets
to
were
strike
motorized
house-to-house
preparing
these
fighting
their
flanking
largest
Rumanian
armies.
On 19 November 1942
the
Soviets
Rumanian Army holding the flank north of
attacked
Stalingrad.
poorly armed forces crumbled under the might of

5th Tank,
21st,
the
65th, 66th and 24th Armies. On
the
29
3rd
These
Soviet
November
the Soviets crushed 4th Rumanian Army on the southern
flank
4
with 51st and 57th Armies.
On 23 November
closed near
the pincers of this double envelopment
the town of Kalach, encircling twenty German and
2-.
two Rumanian divisions plus specialist units
totaling
some
to
hold
330,000 men. Hitler ordered 6th Army in Stalingrad
order
fast, based on his no retreat
winter
of
1941.
The
the
six
prior year's successful supply by the Luftwaffe of

led
German divisions surrounded in Demyansk also

of
the
However,
airlifted
believe
that
the
city.
into
the extent of the operation proved too arge.
In
early
February
of
success
1943
the 6th Army surrEdered.
With
po.essed
the
the
Stalingrad
Soviets
to destroy the remaining German fores east
opportunity
V.
to
Goering,
be
could
supplies
sufficient
the
Hermann
Luftwaffe,
off the German forces

and
Panzer,
the
in
from
Armies,
17th
Caucasas,
and
campaign
south of Stalingrad. In addition to the Stalingid
Sea to cut
the Soviets attempted to take Rostov ori the BIz
Commander
4th
lst'anzer,
Group
reinforcing~rmy
South.
barest
The Germans won the race to Rostov by t

margins,
holding the escape route open long enih
for
Panzer and 4th Panzer Armies to retreat throucRostov.

ofthe
the same time the Soviets attempted to cut

between Stalingrad and Kursk
with
In
early
weakly
the
lines.
held German
envelcnt
1943 the Sts
At
forces
of
the
pLanned
plans
'Gallup' of 29 January 1943, and Opion
'Star'
of 2 February
of
1943.
the
German
forces
If the Soviets succeeded
destroying
Army Group A, they would rip a gigantic hole the
,3
Ist
wi the
destruction
Operation
an
of
German
line possibly winning the war.
1942-43 both Field Marshal Erich
During the winter of
von Manstein and Stavka were thinking in

terms.
Field
von
Marshall
relieve Stalingrad
planned
to
counterattack
and
restore
to
the
defeat
Russia. The Soviets were
Manstein
evacuate
soutbern
the
Army
while defeating the relief attempt,
first
the
immaginative
attempted
Croup
flank,
Soviet
reducinig
bold
A.
and
forces
He
launch
in
.p".
*
,.
then
F
Southern
Stalingrad
pocket,
before mounting
another
major offensive aimed at destroying Army Group South.8
%4
to
END NOTES
CHAPTER ONE
'Earl
Defeat in
500.
2
Paul
German
Berlin:
The
to
Ziemke,
Staingrad
1968),
the East, (Washington D.C.: Dorset Press,
Carell,
Hitler
Moves
East
1941-1943,
(New
York: Ballantine Books, 1963), 476-480. The German objectives
were set by Hitler in Fuehrer Directive 41, "Case Blue".
3
Ziemke, Stalingrad
S4John
t-Westview
Erickson,
Press,
Russo-German War
1970),
5
to
Berlin,
The Road
1975),
1941-45,
50-53.
to Stalingrad,
462;
Albert
(Boulder:
Seaton,
Praeger
(New York:
The
Publishers,
1-5.
Erich von
Manstein,
Lost
Victories,
(Novato:
303, 308-9. Operations of Encircled
Presidio Press, 1982),
Forces German Experiences in Russia, Department of the Army
Pamphlet
No.
20-234,
(1952);
Walter
Warlimont,
Inside
R.H.
Barry,
Hitler's Headquarters 1939-1945, translated by

248-312.
(New York: Bantam Books, 1966),
6
Alexander Werth,
Russia at
York: E. P. Dutton & Co, 1964),
War
1941-1945,
(New
564.
7 David Glantz, From the Don to the Dnepr: A Study

August
1942 Soviet Offensive Operations December
of
1984),
1943., (Carlisle: United States Army War College,
103, 107.
8
Ibid.,
102-103.
CHAPTER TWO
THE MOBILE DEFENSE
The transition from the defensive to the offensive

is one of the most delicate operations in war.
Napoleon: Maxims of War
In war the only sure defense is offense, and the
efficiency of the offense depends on the warlike
souls of those conducting it.
George S. Patton, Jr: War As I Knew It
.-
THE SOVIET'S PLAN OF ATTACK

The Soviets came close to winning the war
with the
battles
in
southern
1942-1943. The German
Russia
in
in the east
the
winter
6th Army remained surrounded
relief attempt to free
the
German
forces
in
the
failed. Stalin planned to destroy all the German

southern Russia and win the war.
the
Caucausas
forces were
Mountains
the
From
near Rostov on Army Group South's

Soviet
forces took Rostov,
Armies would be trapped
Southern.
to
three
1st Panzer,
Stavka
saw
three
coordinated pursuit operation

Sl
to
to
4th Panzer,
Voronezh,
the
south
flank.
in the Kuban Bridgehead.
fronts:
in
German
Desperate fighting
In January 1943 Stavka assigned the

Ukraine
pocket
outnumbered
southern
front
the
forces
Stalingrad
heavily
in flight to the West.
and
of
raged
If
and
the
17th
liberation of the
Southwestern,
operation
establish
and
as
front
a
from
Chernigov to Kherson. The three fronts would
simultaneously
attack Army Group South. The offensive would
begin
% N %%
at
the
zVAE-T
OFFE JSWF-v\E
br &.0I
D-A~C
%JT
CC
1'a
lFesi
eeLT
4ag
MIL.
7-"-r
Ns2
N.
.-
end of January. The timing and choice of positions to attack

were superb. Army Group South had only a
German divisions and remnants of
armies
few
weary
battle
and
the Hungarian
Italian
in the northern sector. 2

Stavka directed
northeast
the
Ukraine. The 40th,
Front
Voronezh
to
seize
the
69th, and 3rd Tank Armies
were
to take Kharkov. The 60th and 38th Armies' objective was

take Kursk. The
final deep objective was the line from Rylsk
to Lebedin to Poltava.
Stavka assigned Southwest

eastern Ukraine. The main
effort
and
Southern
and
most
resided with General N. F. Vatutin's

Southwest
Front's 6th and
Group Popov were
to
powerful
Southwest
the
Fronts
front
Front.
The
1st Guard Armies along with Mobile
to divide Army Group South in two, outflank
the German forces at the Dneiper River,
and encircle them by
advancing to Mariupol on the Sea of Azov. The Southern Front

would advance west to Mariupol to complete
of the tLapped German forces.
the
destruction
SOUTHWEST FRONT ATTACKS

On 29 January Southwest
Front attacked the center

from
Army Group South. General Vatutin attacked,

south,
with 6th Army,
north
1st Guards Army, 3rd Guards Army,
Tank Army, and Mobile Group Popov. Mobile Group Popov,

"
began with only
5th
with
137 tanks.
On the morning of the 29th, the Soviet 6th

area
northwest
of
Starobelsk
U.%
to
four tank corps,
the
of
and
Army
attacked
left
towards
Balakleya. They forced the

west
19th Panzer Division
from Starobelsk. On the 30th
1st Guards
to
Army
retreat
attacked
towards Krasnyi-Liman and created a gap in the German lines.

General Vatutin sent Mobile Group Popov into the gap between
6th Army and 1st Guards Army to exploit the success. General
Popov's instructions were to attack southwest
Krasnoarmiesk-Volnovakha-Mariupol
German forces
from the rear
in
Donets
river
east
of
to
Army
remnants of the 8th Italian Army. The
and
6th
counterattacked 3rd Guards Army but could

Soviet bridgehead, only contain it.
Soviets
The
Soviets
advanced
to
the
destroyed
the
Division
destroy
the
Division
Further north and
advanced
light resistance. No German or axis units

area.
across
Panzer
not
the
The 6th Panzer
then retreated west to avoid encirclement.
the
encircle
attacked
Voroshilovgrad
west of Voroshilovgrad the
take
the Don river area.
On 2 February 3rd Guards

N
line
to
against
remained
Slavyansk
only
in
the
and
captured
February
Isyum.
VORONEZH FRONT ATTACKS
General
Golikov's
attacked the northern flank

Kharkov.
The
40th
Army
Voronezh
of
Army
attacked
Front
on
Group
between
South
to
take
Belgorod
and
Kharkov, and outflanked Kharkov from the northwest. The

Army attacked from Volchansk towards Kharkov.
the initial
forces
As
69th
with
all
in the Voronzh and Southwest Fronts these
armies were not fresh or new units,
but had been depleted
in
tle for Stalingrad, had significant losses, and

3rd
low on ammunition and supplies. The
were
Tank
the
d Kharkov from the southwest to complete
Army
double
ment. 8
General
The remaining armies of
Golikov's
ttacked the far northern flank of Army

"s
center
and
left
alyuki line towards
attacked
Kharkov.
along the Kastornoe-Kursk

en divided
Group
South.
the
Staryi
on
60th
The
railroad
Voronezh
Army
towards
moved
Kursk.
into two assault groups to outflank

From
e north and south.
the
start
40th
Kursk
Army
had
cs problems. The 4th Tank Corps of 40th Army began to

day
of
the
The Soviets now flanked the German positions
in
the
of fuel and ammunition on
the
second
ye. 9
n wing of Army Group South. From north of Belgorod to

only
y
Army
Detachment
and
divisions,
the
Lanz
remained
panzer
two
three
with
divisions
10
etschland and Das Reich.
Armor of 3rd Tank Army reached the Donets river on

y just south of Kharkov. They did not attack
ecause of the presence of

ndarte
Adolph
Hitler,
1st
SS
across
ted by the inability to cross the Donets

launched
hasty
river
crossing
from the
Division,
Panzer
the
river.
River,
the
in
the
attack
i-Chygyev sector. The Waffen SS division remained dug

10
in on the higher western bank. The

brought
high Soviet.
ammunition.
in
men,
frontal
attacks
tanks,
and
precious
It was not until 10 February that
the
Pechengi
and Chuguev area
losses
Soviet
fell to the Soviet forces.
11
In many areas the Soviets encountered
little
or
resistance and hence continued their advance. Soviet
no
forces
drove west all along the northern and central region of Army
Group South. The Sovietz closed
and south. The 69th Army in
crossed
the
frozen
in on Kharkov from the north

bold
northern
attack
Donets
from
River
and
twenty-four hours reached the German positions

Soviet cavalry units
flanked
~12
the
city
to
Volchansk
within
at
Kharkov.
the
southwest
through Andreyevka, and approached Merefa.

In the center sector
main effort continued the advance.

*
towards
Balakleya,
the
of Army Group South

The
6th
Group
Mobile
Army
attacked
Popov
towards
the
Donets
The Germans had great difficulty stemming the
Soviet
Krasnoarmeyskoye, and
3d
River near Voroshilograd
Army
Guards
(Lugansk).
crossed
13
offensive which crossed the Donetz River in force

open a hole north and south
of
Voroshilovgrad.
Panzer Army, having moved north through Rostov,

a new flank between
Voroshilovgrad
center of Army Group South.

On the northern
and
and
The
tore
First
established
Pavlograd
in
the
14
of
flank
Detachment Lanz retreated west
11
."0
Soviet
ii
and
Army
Group
north
of
South,
Kharkov.
Army
No
Ge-man
units
spearheads
remained
heading
in
front
west
of
the
towards
Soviet
armored
Dnepropetrovsk
and
15
Zaporozhye on the Dnieper River.
The 2nd SS Panzer
Division
Das
from the trains near Kharkov as the

4-..
Reich
reinforcement
to
Army Detachment Lanz. Immediately Hitler ordered the 2nd
SS
Panzer
Division to attack behind
were north and west of Kharkov.
only
unloaded
the
Soviet
armies
Field Marshal von Manstein opposed the
counterattack
as folly because six Soviet divisions directly

2nd SS Panzer Division,
it would have no
opposed
attack.
The
Soviets
solved
attacked the 2nd SS Panzer
the
Division's
Volchansk, northeast of Kharkov. Das

had
to go
on
the
defensive
to
to
aid
in
problem
when
they
assembly
area
near
Reich
aid
the
flank protection as
it attacked to the north, and no reinforcements

the
which
16
immediately
in
the
defense
joined
the
coordinated
of
Kharkov. 17
Kharkv'17SOUTHERN
FRONT ATTACKS
Near Rostov, Southern Front

offensive. On the
4th
and
5th
attacked Fourth Panzer Army.

Caucasus Front,
in place.
This
of
Two
armies
the 44th and 58th,

threatened
February
from
Rostov.
If
the
which
the
12
former
already
Soviets
1st
took
Panzer
4th
Panzer
Army
counterattack
could
not
Army north, and the eventual movement

Without
Soviets
the
joined the three
Rostov, this would stop the further movement of
north.
the
of
occur.
18
The
following
account
demonstrates the tactical level

experienced by Major General
of
combat
of
armored
Hermann
near
operations
11th
Balck's
Division. On 23 January, llth Panzer,
in
Rostov
Panzer
conjunction
with
advancing
the 16th Motorized Infantry Division, struck
the
Russians
bridgehead
and
rolled
them
back
to
their
as
at
Manutchskaya. On the 24th Balck attacked the village without

success. It remained essential to cacture The place with its
big road bridge across the Manich, fcr unless
could
be
taken, a repetition of the Soviet at:ack on Ros-ov would
be
possible at
any
Division orders
time.
read
On
to
25
January,
destroy
the
it
the
llth
bridgehead
Panzer
at
all
the
town
and
to
serve
costs. 19
The Soviets
had
strongly
fortified
numerous tanks were dug in between the houses
bunkers; they were both difficult to observe and
as
eliminate.
The first German attack had failed in the face of the Soviet
tank gunners.
For the second
Balck
attack
Russian tanks from their concealment.

tanks remained
entrenched
in
the
of
Many
southern
lure
to
planned
the
part
Soviet
of
village. To achieve this, Balck directed all artillery

to concentrate on the northeastern sector
of
followed by a fein-t attack at this point with
the
13
W"
mg'
L"'
I
the
fire
village,
armored
and half-tracks under the cover of a smoke screen.
the
cars
Suddenly
the fire of the divisional artillery shifted to the southern

S.
part of the village to the point of
the
real
attack.
attack
one artillery battery continued to support the feint

with smoke shells.
20
While the shells were still
falling,
the
tanks
15th Panzer Regiment charged the village and rolled

defenses from south to north. The Russian
moved to the northern part of
them
Russian
the
destroying
Battalion
raged.
the
in
fled
bridge
pursuit,
tanks
across
the
with
while
from
the
Manich
the
which
had
the
prey
rear.
i.:ver
61st
German
tc
The
;-ithout
Motorcyle
battle
tank
of
up
the village then fehi
the German tanks which attacked

infantry
Only
still
21
At first
the divisional staff
from a hill south of
Manutchskaya,
conducted
but
leading tanks. German losses were one
the
later
killed
battle
joined
and
fourteen
wounded; on the Russian side twenty tanks were knccked

'This decisive attack by
the
cut.
the llth Panzer Division stopped the
Russian offensive against Rostov
22
from the south.
MANSTEIN S MOBILE DEFENSE

On 5 February Army Group
message to
O.K.H.
(German
Army
South
sent
High
demands to save Army Group South from the

forces. Von Manstein already had formed
teleprinter
Command)
outlining
advancing
his
counterattack plan to save Army Group South and restore
the
14
--
the
basis
Soviet
of
initiative to the German forces.
Von Manstein requested

right wing of Army Group
permission
South
back
to
to
withdraw
the
Mius
Additionally rail transport would be switched from

for Army Group B to reinforcements
for
Army
the
River.
supplies
Group
South.
Also, 17th Army would transfer to Army Group South the

Panzer
Division
and
two
infantry
reinforcements in the lower Dnieper
13th
divisions.
These
river area would protect
23
transport and supply columns.
The response to the teleprinter message came quickly.

On 6 February a Condor transport aircraft
arrived
Field Marshal von Manstein to visit Hitler.

of
6th
February
opened
with
The
Hitler
to
conference
taking
full
responsibility for the fate of 6th Army at
Stalingrad.
last elements of 6 Army had surrendered on
the Donezz River basin. This would
allow
von
main
At
east
of
Manstein
to
move Fourth Panzer Army from the Rostov area to
Donetz River basin to slow the Soviet
The
February.
tLis conference Hitler agreed to evacuate the area
the
middle
effort
of
the
Southwest Front. This depended on First Panzer Army
holding
in the middle Donetz River area and Army Detachment
Hollidt
line. 2 4
successfully retreating to the Mius River

Returning to
his
headquarters
front and Army Detachment Hollidt
possible
to
concentrate
15
left
February
von
wing
the
to the Mius River
also began to take his panzer divisions

lines whene.'er
on
Manstein ordered 4th Panzer Army to the
4.
take
out
for
of
of
line. He
the
his
front
planned
counterattack
On
25
the
February
Soviets
bridgehead at Voroshilovrad. First
broke
Panzer
out
of
failed
--
stop the Soviet advance in the middle Donetz River area.
On
9 February the Soviets took
Arm',
their
Belgorod and Kursk. The
Soviets
also continued their westward advance south of Kharkov

the Donetz River bend near
Isyum. At this
time
the
from
German
front around Kursk contained only Army Detacnment Lanz, made

up of elements of the arriving 2nd SS Panzer Ccrcs
battered Second Army of Army Group 3 n-ar KuZsk.
and
the
26
Tne Soviet Voronezh and Southwest Fronts had achieved

the classic breakthrough in the
middle
Donetz
from Kharkov to Voroshilovgrad. The Soviets

South
in two parts with only screening
middle of the army group.

across
the
Dnieper
The
River
threaten the rear areas of Army Group

requested
could
of
now
in
Dnepropetrovsk
South.
Von
weeks.
One
army
would
move
the
advance
and
Manstein
from General Zeitzler, O.K.H. Chief Of Staff,
new armies in two
area
spi: Army Group
detachments
Soviets
north
River
north
two
of
Dnepropetrovsk. The second army would assemble west of Kursk

for a counterattack to the south. The armies requested
O.K.H.
would never materialize.

in the middle Donetz
from
27
River
area,
1st
Panzer
Army
J.
fought
to
prevent
an
envelopment
on
both
flanks
at
Voroshilovgrad and along the Lisichansk-Slavyansk line,
near
Krivoi Torets. Terrain dictated where 40th Panzer
16
.%
Corps
of
1st Panzer Army could

supply
line
at
counterattack
Krainatorskaya.
to
protect
Reconnaissance
the
rail
found
the
ground west of Krivoi Torets impassable to tanks because

deep ridges covered in snow, so
40th Panzer
along and east of the Krivoi Torets River

The commander of
manstein
the
frozen
40th
Panzer
valley
of
Corps
attacked
valley.
Corps,
Krivoi
who
told
Torets
detachment
of
tanks
and
three
which ran the
main
night
of
mechanized
brigades from Mobile Group Popov proceeded up the

Krasnoarmeiskoye, throgh
von
remained
impassable to armcr, proved totally wrong. On the

11 February a
of
jaley
railway
Dnepropetrovsk. Mobile Group Popov now controlled
the
to
from
rail
line which supplied all of Ist Panzer Army, Army Detachments

Hollidt and Fretter-Pico.
28
The wider tracks of the Russian
T-34
them to cross the snow where German armor
tanks
could
not.
This
the
only
new threat posed a severe supply problem, because

remaining rail
line at
the big Dnieper

1941 retreat
Zaporozhye was not efficient
bridge destroyed by
the
Soviets
increasin7 the time

Soviets
Debaltsevo.
important
rail
Panzer Army
because
in
their
remained closed. All supplies were now unloaded
from the trains and moved by trucks from
The
allowed
for delivery of supplies.

also
Soviet
flanked
cavalry
junction ot
and
this
behind
First
corps
point,
2 9
Panzer
penetrated
Debaltsevo in the rear

re
Mius
River
thus
line
Army
to
of
that
at
the
First
Army
17
-~~~
F . ~ :~ . %% - '
-: : .-.- , .: .? .-.....-.-. ,: .-.-.....
,.-, .. ,.. ...:
Detachment
Hollidt
the release of the
delayed
to
planned
The
occupy.
Panzer
17th
breakthrough
for
the
back
as
Division
upcoming counterattack.
Army
Hollidt,
Detachment
to the Mius River positions on
planned
line west of
and
lines
of
communications.
East
of
Panzergrendier
spearheads of
Pavlograd
the
newly
the Southwest Front.
to
protect
?-ese
actiens
SS
5th
arrived
attacked
Vikinc,
Division,
Eeigorod.
forces. 30
allowed the concentration of the armor

*
and
Kursk
of
infantry
German
the shield
The German infantry divisions became

flanks
Army
February.
the north of Army Group South the
divisions stabilized the
the
17th
flank now rested on the Mius River and Sea
Group South's
Azov. In
fell
however,
armor
the
Alone they could not
stop
the Soviet armor advance towards Grishio.

On 12 February
the
Army
moved to Zaporozhye. Cn 13 February a

arrived giving Army Group B s sector
(exclusive of Belogord).
South
Group
message
to
Army
O.K.H. assigned Second
Group Center and dissolved Army Group
B.
Headquarters
from
O.K.H.
Group
Army to Army
Unfortunately
signal links had been established with Army Group Lanz

Kharkov before the transfer
South
no
near
order arrived. 31
All during the Soviet offensive von Manstein prepared

his
counterattack plan. This reorganization
South concentrated all
forces
p32
providing unity of command.
32
18
..
under
his
of
Army
direct
Group
control,
END NOTES
CHAPTER TWO - THE MOBILE DEFENSE
'Alexander Werth, Russia at War

York: E. P. Dutton & Co, 1964), 570.
1941-1945,
(New
2 David
Glantz, From the Don to the Dnepr:

A Study
of Soviet Offensive Operations December
1942 August
1943., (Carlisle: United States Army War College,
1984),
102-106.
3
Moscow Institute of Marxism-Leninism,

the Great Patriotic War of the Soviet Union
History
Cf
1941-1945:
'1o
!!I: Radical TurninT Point

in the Course of the Great
Patriotic War (November 1942
- Decemnber
1943,
Unedited
Translation of Chapter II-V, Office of the Chief of >%ilirarv
History, (Moscow: Military Publishing House of the Min:stry
of Defense of the USSR, 1961), 2-3.
4
Wladyslaw
Anders,
Hitlers
(Chicago: Henry Regnery Company,
Defeat
in
1953), 142;
Russia,
John
Erickson,
The Road To Berlin,
(Boulder: Westview Press, 1983),

46.
Dictionary,
70c
2,
(Washington D.C., U.S. Government
Printing Office,
1983),
438, 777. Commander of Southwest
Front,
Nikolay Fedorovich
Vatutin, joined the Soviet Army in 1920,
graduated
from
Soviet
Frunze
Military
in
1929,
Encyclocedic
and
the General
Staff
Academy
in
1937.
Chief of Staff, Northwest Front, in June 1941 and was

Chief of
Staff,
Stavka,
from May
to June
1942.
He was
Deputy
Commander
of
Voronezh Front, Filipp Ivanovich Golivkov joined the Soviet

Army in 1918 and graduated from Frunze in 1933. He commanded
the 10th Army, 4th Assualt Army, and the Bryansk Front.
5Moscow Institute of Marxism-Leninism,
the Great Patriotic War, Vol III, 5.
6
Erickson, The
Road To
Berlin,
History
of
46.
7 Erich
von Manstein,
Lost Victories,
(Novato:
Presidio Press, 1982), 405.
S. M. Shtemenko, The Soviet General Staff at War
1941-1945, (Moscow: Progress Publishers, 1970), 106. Mobile
Group Popov started with only enough fuel for
one
refilling
of the tanks. The tanks carried one
or
two
sets
of
basic
ammunition load. The infantry divisions had even
less
basic
supplies at the start of the offensive
than
the
armor
and
mechanized forces; Erickson, The Road To Berlin, 47.
19
-
---
"--
EricksoM, The Road To Berlin, 48.

10
Eberhard Schwarz, Die Stabilisierung Im Suden
Der
Ruckzug
Ostfront Nach Der Katastrophe Von Stalingrad Und Dem
AUS Dem Kaukasus, (Koln: University of Koln, 1981),
136.
BErickson, The Road TO Ber1in, 47.

1 2 Ibid.,
47.
13Albert Seaton,
(New York:
The
Russo-German
Praeger Publishers,
1971),
War
1941-45,
348.
14David Glantz, From the Don to the Dnepr, 137.

5Manstein, Lost Victories, 405.
5
6 Ibid.,
404.
1 7 Charles
Destruction,
of
Soldiers
Sydnor,
(Princeton: Princeton Unive.sity Press, 1977), 266; Manstein,
Lost Victories, 404.
1 8 David Glantz, From the Don to the Dnepr, 103.
19Friedrich
Battles,
20
Wilhelm
von
Mellenthin,
(New York, Ballantine, 1971), 246-250.
Ibid.,
246-250.
2 1 Ibid,
22
246-250.
246-250.
Ibid.,
Panzer
22.
23i.2650

24Donald Detwiler,
World
War
II
German
Military
IV,
(New
9,
Part
Studies, The OKW War Diary Series, Vol
agree
York: Garland Publishing, 1979), 191. Hitler would not
front,
eastern
the entire
to a large scale retreat across
only a localized readjustment; Manstein, Lost

406 .
Victories,

26
-.
Ibid., 415.
2 7 Ibid.,
28
420.
Alan
Clark,
Barbarossa,
The
Russian-German
Conflict, 1941-45 (New York: William Morrow and Company,
1965), 299.
20
29
Manstein, Lost Victories, 425.
30Friedrich Schultz, Reverses on the Southern Wing

(Carlisle: United States Army War College, 1981), 77.
31Manstein,
Lost Victories, 420.
32
Carl Wagener, "The Counterstroke of XXXX Panzer

Corps Against the Breakthrough by Mobile Group Popov in the
February
1943,
Wehrwissenschaftliche
Donents
Basin ",
(January,
by
Richard Simpkin,
Rundschau 7/1, translated
1954): 11-12; Manstein, Lost Victories, 421.
o~
.
2..
5,).-
.,.,.
h,~
~ ~ ~~
..
. .
~-...
~~- - -
- --.V
-.- - -+.-,-, W - W ---
.. .
CHAPTER THREE
MANSTEIN 'S COUNTERATTACK
Bold decisions give the best promise of success.
Erwin Rommel:
The Rommel Pacers
I approve of all methods of attacking provided they

are directed at the point where the enemy's army is
weakest and where the terrain favors them the least.
Frederick the Great: Instruction for His Generals, XVII
A swift and vigorous transition -o attack-the flashing sword of vengeance-is the most brilliant point of the defensive.
Clausewitz: On War
SOVIET SUCCESS AND LOGISTIC PROBLEMS

The struggle on and off the battlefield worsened
for
Field Marshal von Manstein as he fought both Hitler and
the
Soviet forces. On 13 February Hitler ordered Army Detachment

Lanz to hold Kharkov at all costs with
the
2nd
SS
Panzer
Corps, which still only had two panzer divisions. The fourth
largest city in the Soviet Union possessed great
propaganda
value for both Hitler and Stalin. Unfortunately, Hitler
did
not seem too concerned about another Stalingrad.I

On 15th February with only one exit route
Waffen SS General Hausser
not
to
to save his
SS
directly disobeyed orders
from Kharkov. On his own initiative,
retreat
remaining,
Corps, he evacuated Kharkov though twice directly ordered by

Hitler to remain
have his
in the city.
forces trapped
General
Hausser
refused
to
in another Stalingrad. 2
Besides his elite SS panzer divisions this corps also

included the Army
Panzer
Division
22
'I,
Gross
Deutschland.
Each of these panzer divisions had one regiment of
the
new
Tiger 1 tank. The new Tiger
gun
was
I with its
vastly superior to the Soviet T-34 in
88mm
main
firepower
and
armor,
but less maneuverable and slower. These panzer divisions had

rested and were near full strength. They would have
roles
in the coming counterattack.

first
At
glance,
the
crucial
offensive
Soviet
unstoppable. With the fall of Kharkov
between German units existed in the
appeared
hundred
center
of
South. For a hundred miles north and south
mile
Army
of
gap
Group
Kharkov
the
remaining German units could only screen the Soviet advance.

However,
the Soviet armies were at the end of
lines and the chance to
flank
and
their
encircle
the
supply
southern
German forces in Army Group South began to fixate Stavka and

the
Front
thought
Commanders.
Stavka
and
the
Front
commanders
the Germans were defeated in Army Group
ever weakening columns of Soviet armor
received
from Stavka to broaden the offensive. For the
the
Jpursuit,
ideas
of
concentration
South.
and
new
sake
orders
of
would
mass
The
the
be
violated.4
Voronezh Front ordered
south
to Poltava, with other
Southwest
then
to
units
Kremenchug.
moving
on
These
new
orders
caused
voronezh
23
S-.,
and
Fronts to diverge from each other. The main effort
of Voronezh Front proceeded west, and Southwest
advance
Front directed 6th Army west to take Zaporozhe and
Melitopol.
Southwest
its 3rd Tank Army
* .-**
"p
Front to the
south. 5
The
depleted
state
of
the
forces
dictated
concentration, not dispersal. Mobile Group Popov,

Southwest Front,
Corps
with 4th Guards,
18th,
3rd, and
had only 13,000 men and 53 tanks. Mobile
had lost 90 tanks in two days
of
battle.
them. The rest of 1st Guards
would
on
At
this
the
Soviet
armies
to
reinforcements, and their own

Group South.
beat
the
exhaustion
By 12 February the
first
point
been
lost
To Stavka and the Front Commanders the

for
to
defensive,
half of the tank strength of Southwest Front had

in battle or to mechanical breakdowns.
'mobile
units
the
line.
Popov
help
transferred severa"
go
Tank
Group
To
the
10th
Group Popov, 1st Guards Corps
holding the Slavyansk-Nizhne Gorskoe
from
race
was
thaw,
to
reports
German
destroy
of
from Soviet division commanders appeared. Several
on
Army
problems
divisions
were down to 1000 men, and a few guns or mortars, but Stavka
.
ignored these warnings and ordered the
army
commanders
to
seize their objectives depsite these losses.

Stavka also failed to realize that the
German
units
were not standing and dying in place. The German forces were
retreating to a position that narrowed their
brought the German
forces
closer
to
their
frcntage,
and
sup[-ies
and
tactical air power. The Soviet position remained exactly the

opposite. Though
.he Soviet Fronts oanied around, they
not destroyed the German
forces.
24
2r4
had
General Frido
Von
Senger,
commander
Panzer Division, observed that when
on
kect
German corps or higher commander
as
companies of a panzer division
17th
the
defensive
the
one
of
or
two
the
armored
counterattack
force.
They often became detached from their division to attack
the
penetrating enemy armor. The German panzers would attack the

enemy flanks. When the Soviets attacked the frontal
the
tanks
superior
proved
to
al!
defense
anti-tank
other
weapons.
The panzer divisions as a result
and
firepower
became
the
best
o:
moc>._t'y
:_e'r
choice
in
defensive
enemy
operations. Motorized reserves quickly reacted to the
to
react
threat. The modern mobile defense is organized -c
the
enemy's
moves.
It
is
not
just
i:ne
static
of
defenses. 10
The German mobile defense quickly
commitment of the slender Front reserves
caused
due
t--.
-e
losses of Soviet armor. The 88th and 113th TanK E

3rd Tank Army, Voronzh Front,
When
the
3rd
reinforcements or
Tank
rapid
tne
ades
a
of
fielded a total of six
tanks.
requested
armor
Army
commander
reserves, Golikov stated that
the
forces
ii
:.
were adequate for the pursuit
in progress.
The relentless Soviet pressure continued.

February a Soviet
Cavalry
mechanized artillery
broke
Corps
of
through
three
the
between the German Fretter-Pico group and
During
divisions
>.ius
River
18
and
line
17th Corps. Moving
25
L%
,%%
by night and avoiding

German
strong
points,
the Cavalry
Corps emerged at Debaltsevo on the main
east-west
railway,
/'i
forty
miles
destroyed
left
behind
the
front.
Here
they
attacked
and
two trains of reinforcements for 17th Corps.
This
the Taganrog-Mariupol railway as the only supply
route
for all the southern forces of Army Group South defending on
12
*4
the Mius river

Other
line.
problems
also
hindered
promised thirty-seven troop trains a

Army Group
South
proved
to
be
von
day
only
Mansrein.
from
six
O.K.H.
-rains
February. Von Manstein would only receive the 2nd

and three
The
for
on
14
SS
Corps
Southwest
Front
infantry divisions as reinforcements. 1 3
in the center of Army
Group
South
continued the attack and advance. On 16 February the Soviets

advanced toward Pavlograd and Dnepropetrovsk from
west of
Isyum. Army Group Center,
could not
counterattack
in
the
area
to the north, announced it
cooperation
with
Army
Group
South. Field Marshal von Manstein would only have the
forces
three Soviet fronts. 14
in Army Group South to stop the
VON MANSTEIN'S PLAN

Concerned over the potential loss of the Donets River
basin, Hitler
returned for another meeting
17
-it
February
Zaporozhye.
Southwest
;ith vanstein
Front
spearheads were seventy five miles to the east.
two
days
for
von
counterattack plan.
Manstein
to
15
26
,-
convince
it
HitIer
on
armored
required
cf
his
Simplicity drove Manstein's counterattack plan. First

he planned to concentrate all the panzer
counterattack force of two groups. One pincer

and
on the north flank of Southwest Front
into
divisions
would
attack
another
on
the
south flank. The panzer forces would strike in a coordinated

double pincer attack behind the Soviet armored spearheads in
*.
the center of Army Group South.
second
The
phase
of
the
counterattack would repeat the the coordinated double pincer

to take Kharkov.
16
Von Manstein had needed to retreat from the

for several reasons. First,
army group positions
line in the center.
had broken his
the Soviets
Second, with the
of 1st and 4th Panzer Armies from Rostov, he

in the south and shorten his defensive
withdraw
to
the
counterattack
passage
retreat
could
lines.
Lastly,
shortened defensive lines would enable the panzer

to
origina"
assembly
divisions
areas
near
Krasnodar, Krasnoarmeisk, Dnepropetrovsk, and Pavograd.

infantry
divisions
hold
would
counterattack force and defeat
the
of
flanks
subsequent
the
Soviet
The
the
attacks.
before
leaving
on
The von Manstein plan also relied on
reading
Soviet
Hitler approved
17
February.
intentions.
By 20
the
counterattack
February, based on the direction and
effort of the Soviet armor, von Manstein felt

Soviet plan of attack and intentions. He
Front would attempt
sure
thought
of
main
the
Southwest
to encircle the southern forces of

27
19
Army
would
Group South. Southern Front

Southwest
German
to
attack
linkup
with
Front and Voronezh Front would attempt to encircle

west
forces
of
His
Kharkov.
crove(
assumptions
correct' 18
The 20th of February proved to be the high
point
on
the Soviet threat. On 21 February the German forces

Mius River defeated the
Southern Front.
The
Soviet
attempted
forces
German
also
the
The
encircled
of
the
Soviet
German
forces
These
-Mechanized corps.
Guards
3rd
the
breakthrough
destroyed
cavalry corps which had broken through.
of
actions broke the Soviet effort of Southern Front.
19
SOVIET MISTAKES AND MISPERCEPTIONS

Also on
20 February
an
service provided
the
intelligence
radio transmissions and reported
They
coup.
that
intercept
radio
Luftwaffe
intercepted
Group
Mobile
Popov
near Kramatorskaya had not received any supplies. Also,

Soviet armor
force at zaporozhye
(25th
Corps
Tank
of
the
6th
Army) had run out of fuel 12 miles from the town. This vital
information erased the threat
forces of Southwest
Front.
from
The
the
main
main
effort
Soviet
of
armor
Southwest
Front, which von Manstein planned to attack first, could not

attack or
retreat. Also von
location of these
Manstein
forces.
armor
Soviet
now
the
knew
In
the
exact
upcoming
counteroffensive they would be destroyed piecemeal. 2 0

Unknown
commanders
to
would
von
Manstein,
greatly
aid
28
his
the
Front
counterattack.
Their
Stavka
and
.V
perceptions of
wrong. Suviet
the
battlefield
reconnaissance and
observed the German armor
intelligence
reports
situation
proved
intelligence
concentrations.
for
10-26
concentrations near Krasnodar
sources
Southwest
February
Frc-t
noted
German
17
February. The Southwest Front Chief of Staff, Lt General
S.
Ivanov,
and
the
senior
Krasnoarmeisk
had
after
P.
and
utterly
intelligence
officer,
Major
General Rogov concluded that this was a withdrawal cf troops

from the Don River
to the
Dneiper River.
Both
Scviet
Front
commanders shared the same views that the Germans were sti'
in retreat.
21
In addition, no major German armor forces
were
seen
in Poltava, and no rail or road movements had been seen from

west to east.
Intelligence reports from agents and -artisans
did not contradict the

staffs. On 21
perceptions
February,
Stalin
Operations (General Staff),
of
Staff
of
the
the
ordered
River
enemy
columns
were
Lt General A. N. Bogolyubov,
to
the
Don
Front,
retiring
20
from
area.
General
Major
of
west
River
February
the
Don
22
The Soviet operational commanders, however,
draw the same

Front
Soviet
of
Southern
Deputy
Varennikov told General Bogolyubov that as

solid
senior
Chief
find out what was really going on in

Chief
of
conclusions. General Popov,
Commander
General
and
leader
Kuznetsov, Commander
of
Mobile
of 1st Guards
did
Southwest
Group
Army,
not
Deputy
Popov,
and
Southwest
29
%.
Front,
did not believe the Germans were in flight
Don River. Their arguments to the Front
from
commander
the
were
in
23
vain.
Again on
19 and
20
February
Soviet
reconnaissance
aircraft reported large concentrations of German armor

Krasnograd, troop movements
regrouping
perceived
to
the
at
southeast
Dnepropetrovsk,
of
these concentrations on
flank as a covering armor

from the Don.
force
and
for the
7n reality, these were the
Vatutin
.ront s
infantry
Southwest
right
divisions
concentrations
1st and 4th Panzer Armies , von Manstein's southern

readying to assault
armor
Krasnoarmelsk.
Southwest
near
pincer,
Front. 2 4
The consequences of these misperceptions resulted

Southwest
signing
Front's Chief of Staff, Lt General S.

an
movements
operational
of
aircraft on
the
the
48th
70
appraisement
Panzer
mile
of
Corps
sector
Stalino. He believed that these
which
by
between
forces
P.
were
in
!vanov,
confirmed
reconnaissance
Pckrovskoe
and
of
the
proof
continued German withdrawl from the Don River area. 25

Consequently, on
19 February Vatutin ordered Popov to
advance west with all possible speed. On

refused
to
change
continued to attack
Kharitonov's
to the west.
26
into von Manstein s trap.
30
!&
20 February Vatutin
6th
Army
orders
West
they
went,
so
it
further
.-.
.-
tU
,
r. -
MANSTEIN S COUNTERATTACK
THE GERMAN SOUTHERN PINCER ATTACKS
By 20 February Field Marshal von Manstein assembled a

panzer attack force of five corps. The
five
their
demonstrate
3rd, 40th, 48th and 57th were to
2nd SS,
corps,
panzer
offensive abilities once again. For the first time since the
fall campaign to
take
Stalingrad,
panzer
the
southern Russia concentrated for a battle of

the attack the Fourth Panzer
from near Dnepropetrovosk and
Army
maneuver.
attack
would
linkup
forces
with
-or
northward
SS
2nd
in
Panzer
Corps attacking to the south to destroy the Soviet 6th Army.

destroy
First Panzer Army would encircle and
Group
Mobile
Popov and 1st Guards Army. 2 7

The 48th Panzer Corps
opened
counterattack
the
morning of 20 February near Pavlograd. In the early

light the Luftwaffe tactical bombers
6th Army. Then 48th Panzer Corps
rifle and one cavalry corps
near
morning
Kharitcnov's
attacked
tank,
two
destroyed
one
Further
Pavlograd.
on
east
28
57th Panzer Corps attacked behind the Soviet 6th Army.
Next 40th Panzer Corps attacked
Mobile
Group
near Grishino. Mobile Group Popov had little fuel

25 tanks
~29
left.
During
the
night
of
21
Popov
only
and
February
Popov
urgently requested permission from Vatutin to pull
back
the north of Krasnoarmeisk 20 miles away.
answered
Vatutin
to
no .
The 48th Panzer Corps continued its advance and drove
31
4,
deep
into
6th
Kharitonovs
attacked,
Kharitonov"s
unchanged;
attack
Army
orders
right
from
to the west and cross
flank.
Vatutin
the
remained
Dnierer
River
and take Dnepropetrovsk. The 3rd Panzer Corps
attacked
flank of Southwest Front west of Voroshilograd.
30
THE GERMAN NORTHERN

Also on 20
the
P:TNCER ATTACKS
attacked
February the 2nd SS Panzer Corps
from the north to encircle the Soviet 6th Army.
The
Soviet
6th Army reported the attack of the 2nd SS and
48_h
Panzer
Corps. Still undaunted, Vatutin did nor
?'r -acncv's
orders to attack to the west.
Corps towards
a'ter
31
The Soviet 6th Army sent
of
division
25th
Tank
ten
Zapcrozhe, but the tanks ran out cf:e
miles from the town. The main force of 25th

isolated fifty miles
--
Though
from
the
main
Corps
force
of
running low on fuel and ammunition. Unknown
to
rema:ned
Army,
6th
43th.
them,
Panzer Corps attacked Pavlograd from the cs:, cu-t-:n
the=.r
line of communication.
the
Even by 22 February Stavka and

Commander,
Vatutin,
refused
to
Southwest
a
believe
counteroffensive was in progress. They
felt
no
Front
German
cause
for
alarm. However, the Soviet 6th Army found itself fighting to

escape destruction. Already the panzer
the 106th Rifle Brigade and 267th Rifle
forces had
Division.
encirlced
The
Corps and 4th Guards Rifle Corps reversed
Guards Tank
1st
their
direction and turned to fight the German threat to the east.

32
".''.'-".
" '. -''.".'<
i -''-'.
:":". "..
;'
"
"
"
" "-'/
."- 2C,7A "
".- .--
".".,
.''"'-
'"..
.'......
The
25th Tank Corps attempted to regroup along the Zaporozhe
road. Mobile Group Popov simultaneously fought

Corps and retreated
40th
to the northwest to block
the
Panzer
road
to
Bar venkovo.
On the
night
February
the
Voroenzh
Commander, Golikov, reacted quickly to
the
German
Golikov ordered
of
21
69th and
3rd
;esteri drive on the Dnelper

and
attack
the
2nd
SS
armies
Armies
Corps
threat.
st o p
to
River, prepare
Panzer
Khari:onov south of Kharkov.

Golikov's
Tank
Front
to
their
turn
south,
operating
acainst
34
faced
severe
shortages
in
men,
equipment, and supplies. The Soviet logistical system failed

to supply even the basics.
Armor support
t-he
for
infantry
barely existed, the troops remained short of ammunition, and

Golikov went so far as
to
conscript
In
their
peasant gear to bolster
the
infantry force. Within 48
hours
69th and 3rd Tank Armies
ran into
Panzer
Deutschland. The Soviet counterattack

Soviet 6th Army.
of
23-24
reserves
with
DivisCon
Cross
failed to rescue te
February
situation became desperate. He
divisions
men
35
By the night
that his right
local
flank
400
was
tanks.
finally
under
The
General
reported
attack
Front
by
had
left. Vatutin ordered 6th Guards Rifle
Vatutin's
to
Stavka
three
German
no
anti-tank
Corps
from
Slavyansk to Barvenkovo-LOzovaya to stoc the German ad.'ance,

although it had no armor or anti-tank support
33
step
the
German panzers.
36
By 24 February von Mansteir's counteroffensive forced

Front on
Southwest
east
Corps,
of
defensive.
the
retreat northward but their

Popov
retreated
finally
Zaporozhye,
Soviet
The
received
General Vatutin, on 25
Group
two
reinforcement
tanks. 7
ordered
the
right
defensive
and
asked
of
the
three
February,
Stavka to send reinforcements quickly.
Nore
fronts had any reserves to counter the German offensive.

make matters worse, all tank repair
units were wel!
to the rear for
repair
shops
arr ived.
repair sat
for
promised
tanks
unrepaired. The mobile
tank
Front
Vatutin"s
To
forward
the
with the tank corps. This signified that most of

sent
to
(light)
flank of Southwest Front to go on the
orders
joined
divisions of 6th Guards Rifle Corps. With this

15 T-70
Tank
Mobile
tanks had no fuel.
to Baravenkov from Grishino and
Popov had 35 T-34s and
25th
never
38
At Barvenkovo on the
of Mobile Group Popov and
stand. The last
26th of February,
1st Guards Army
their
made
broke
through
this
28
force
last
Brigade
fifty tanks of the 13th Guards Tank
and 4th Guards Tank Corps had no fuel. On

German panzers
remnants
the
February
to
the
the
Donets
River.
On the evening of 28 February Stavka finally
to Manstein's counterattack. Stavka
with too little. Stavka transferred
34
reacted
too
late
and
3rd Tank Army
from
the
reacted
Vorenzh Front to Southwest Front to counterattack the German

40
armor attacking 6th Army.
The 3rd Tank

areaa,
Army never made it out of
because 2nd SS Panzer
bombers attacked it.
Corps
and
its
assembly
Luftwaffe
tactical
By 4 March the encircled
3rd Tank
Army
41
had only 50 tanks left.

With the linkup of
2nd
SS
Panzer
Corps
Panzer Corps at the.Donets, the
Soviet
Guards Army, under heavy attack,
fell
River near
their heavy equipment
Izyum. Abandoning all
6th
and
back
Army
to
and
the
crossed the frozen river to avoid encirlement. The

1st Guards Armies existed
destroyed Soviet
25th,
in name only. The

3rd,
10th,
and
1st
Donets
they
6th
German
4th
48th
and
panzers
Guards
Tank
42
Corps.
This
German
first
double
envelopment
resulted
in
23,000 Soviet dead on the battlefield. The Soviets also lost

615 tanks, 354 artillery pieces, and 69 anti-aircraft
guns.
Only 9,000 prisoners were taken. With only panzer forces
to
close the encirclements, large gaps allowed Soviet troops to

escape on foot across
43
the Donetz River.
KHARKOV: THE SECOND ENCIRCLEMENT

Field
Marshal
von
Manstein
desire
to
had
victory, but he did
not
inflict even greater
losses on his foes.
won
halt,
but
decisive
rather
to
His major objective
became to defeat the Soviet forces around Kharkov before the

impending thaw would halt mobile operations in a sea of mud.
35
IIi"
On the southern Mius River the thaw had already begun by the
of March.
first week
44
would
For this second encirlement Fourth Panzer Army

attack south from near Krasnograd. The 2nd SS
would attack from the west and north from Valki
the envelopment of
Front
64th,
Front)
Golikov
and
to
complete
of
Voronezh
3rd
Tank
to defend Kharkov. He also
had.
only possessed 69th,
Southwest
General
Kharkov.
Corps
Panzer
Army
(of
40rh
Army
west of Belgorod.
The 40th Panzer Corps, on 7 March,
from near Krasnograd and two days
later
hole between 69th and 3rd Tank Army.
the
ordered
west
divisions
Poltava to retire east on

however,
on
10
Golikov
Soviet
45
the
on
at
route
the
March
Akhtyrka
and
Corps,
suburbs
northern
escape
mile
realized
and
Kharkov
20
2 March. The 2nd SS Panzer
captured
March
Kharkov, severing the
of
opened
spearheads
threat to his western armored
:ne attack
resumed
to
the
of
Donets
River east of the city.
Panzer Division Gross Deutschland
towards
moved
Belgorod. The threat to the northern Voronezh
brought
Front
a strong Stavka reaction. Stavka ordered reinforcements from

Front,
1Central
battle.
just
Central
directed 21st,
north
Front
64th,
of
Front,
Voronezh
Commander,
General
into
the
Rckossovskii,
and 1st Tank Armies south towards Kursk
46
to block the German advance.
General Vatutin tried to
the
block
2nd
SS
Panzer
36
- - " "'"
*%*"'
" -" " -
",
" " ,.
. """""'' -
" -..
..--
i " ' ,i
"
- -'
'" ." "
Corps advance with 69th Army. At
this point
the
69th
fielded no tanks, and less than 100 guns, and its

47
Army
divisions
averaged a mere 1000 men.

As the
2nd SS Corps neared Kharkov, Field Marshal von
Manstein ordered them to encircle the city. He

of
three times to avoid the high casualties
them
warned
house-to-house
street fighting, as had happened earlier at Stalingrad.

Manstein's mechanized division would have been at
disadvantage in city fighting without the

infantry divisions held the
flanks
and
severe
infantry.
German
shoulders
envelopments and hence remained unavailable.

.3-
southwest
corps
his
of
the
Soviet
3rd
Tank
Army
of Kharkov. The poor state of the Soviet armies
men, armor,
-.
four
of
43
12 March, continued its attack
Fourth Panzer Army, on

and destroyed
Von
and supplies could not hold back
2nd
Corps and 4th Panzer Army. On 14 March Kharkov

SS Corps. On 18 March Panzer
Division Gross
took Belgorod. The Soviet armored
the city failed.
SS
fell
in
Panzer
to
the
Deutschland
to
counterattack
retake
49
With the German Army Group Center unable or unwilling

to attack
from further North,
the thaw
exhaustion from the combat of the

0
5
German counteroffensive ended.
UU."
3.
last
and
the
months,
the
beginning,
three
VT
---
T,
Lvi
-. 1-'c~'
-p~~~
I'
38
END NOTES
CHAPTER THREE - MANSTEIN'S COUNTERATTACK
iErich von Manstein, Lost
Presidio Press, 1982), 422.
2 Alan
Victories,
(Novato:
Clark,
Barbarossa,
The
Russian-German
Conflict, 1941-45, (New York: William Morrow and Company,
1965), 300.
3 Charles W. Sydnor, Jr., Soldiers
of Destruction,
Princeton
(Princeton:
The SS Death's Division, 1933-1945,
University Press, 1977), 264; Horst Scheibert, Panzer
Grenadier Division Grossdeutschland, (Warren:
Squadron/Signal Publications, 1977), 78.
4 S.
M. Shtemenko, The Soviet General Staff

1941-1945, (Moscow: Progress Publishers, 1970),
at War
108.
5 David
Glantz, From the Don to the Dnepr:

A Study
August
1942 of Soviet Offensive Operations December
1943., (Carlisle Barracks: United States Army War College,
1984), 169.
6 john
Erickson, The
Road
to
Berlin,
(Boulder:
Westview Press, 1983), 48.

7 Glantz,
From the Don to the Dnepr, 168.
8 Shtemenko,
The Soviet General Staff at War, 108.
9 Frido
von Senger, Neither Fear

Nor
Hope,
1960),
97-98. The Rhodes
(London: Macdonald Publishing,
of the 17th Panzer Division gives an
Scholar Commander
outstanding account of weapons, tactics, and strategy on the
eastern front.
10
Ibid., 97-98.
1 1 Erickson,
1 2 Clark,
The Road to Berlin, 50.
Barbarossa, 299.

14
Ibid.,
1 5 Ibid.,
423.
423-428.
39
1 6 Friedrich
Schultz,
Reverses
the
on
Southern
Wing, (Carlisle: United States Army War College, 1981), 72.

1 7 Manstein, Lost Victories, 428.
18ibid.,
429.
1 9 Ibid.,
431.
20
Hermann Plocher,
The German Air
Force versus
a
Russia, 1943, (New York: Arno press, 1967), 16. He gives
detailed account of German capabilities against Soviet radio
431.
transmissions; Manstein, Lost Victories (1982):
21S.,. Shtemenko, The Soviet General Staff at War,
108; Erickson, The Road to Berlin, 50.
22
Erickson, The Road to Berlin, 50.
23 Ibid.,
50.
2 4 Ibid.,
50.
2 5 Ibid.,
50.
26S.M. Shtemenko, The Soviet General Staff at War,

108; Erickson, The Road to Berlin, 51.
27
Glantz, From the Don to the Dnepr, 147.
28
29
Ibid.,
51; Glantz, From the Don
to
the
Dnear,
156.
30
31
Glantz, From the Don to the Dnepr, 148-149.
32
Erickson, The Road to Berlin, 51,52.
3 3 Ibid.,
52.
34 Ibid.,
52.
35
bid.,
52.
36
Glantz, From the Don to the

3 7 Erickson,
Dnepr,
The Road to Berlin, 53.
h40
-
p-pp-p.~-,4~
.*'
'
148-149;
38
Ibid., 53.
39
1bid., 53.
40
Glantz, From the Don to the Dnepr, 163.
41Ibid., 166.
42
Erickson, The Road to Berlin, 53-54.
43
4 4 Hermann
Plocher,
The
German
Air
Force
versus
Russia, 19.
45 H.A. Probert, The Rise and Fall of the German Air
Force 1933-1945, (New York: St Martins Press, 1983), 231.
46
47
Ibid., 54.
48
49
N. Gladvov, The Defensive Battles of the 48th

Guards Rifle Division to the Southwest of Kharkov in March
19434, Military History Journal, Voyenno-Istoricheskiy
Zhurnal , 5 (May, 1983): 31-36.
5 0 Manstein,
Lost Victories,
237.
the Don to the Dnepr,
436;
41
Glantz,
From
1%
CHAPTER FOUR
ANALYSIS, LESSONS LEARNED AND CONCLUSIONS
in
The Soviet and German offensives
the
1941-42 offer many lessons learned in the art

initial Soviet
and
offensive
Manstein's
of
winter
of
war.
The
counteroffensive
succeeded due to adherence to ancient laws of warfare.

Analysis of the Battle: The Soviets
From the beginning of the Soviet offensive the Soviet
." .
decided
armies had several deficiencies. Stavka
coming
the problems because they felt the

remain a pursuit against the German
South. Stavka failed to plan for
to
ignore
would
offensive
forces
in
Group
Army
other
contingencies
than
the planned pursuit.

The Soviet offensive consisted of armies worn down by
three months or more of fighting in the Stalingrad campaign.
to
The exploitation offensive began in winter and attempted

outrace
-.
and
outlast
the
thaw
and
muddy
mechanized and armor movements ceased. The

system
began
to
fail
on
day
two
of
when
season,
Soviet
logistic
the
offensive
demonstrating lack of proper planning. 1

The Operational Maneuver Group Popov
the main effort of Southwest Front,
had
type orders to cover vast distances
to
6th
and
mission
excellent
reach
Army,
their
final
objectives. Unfortunately, the distances to their objectives

were unrealistic. The final objectives
were
the
Southwest
42
River
Front's strategic objectives of the Dneiper

site at
Zaporozhye. Then the armies were to advance south to
Mariupol on the Sea of Azov to trap
300 miles. From Zaporozhye to
southern
the
Army Group South. From the Soviet start

is
line
to
is
Mariupol
campaign
two
long
months
reinforcements, supplies,
130
strength
proper
the
which
of
Zaporozhye
another
without
and reserves
wing
their
miles. The Soviet armies could not maintain

over
crossing
could
Stavka
not provide.
Stavka failed to
provide
The
Voronezh and Southwest Fronts.
Voronezh
for
reserve
adequate
an
reserve
Front
The
consisted of only two tank corps and two tank brigades.

Southwest
corps
Front reserve consisted of two tank
and
the
cavalry corps totaling 15,000 men. Additionally,
Front
commanders did not use their reserves properly. The reserves

were committed piecemeal and often to reinforce armies which
were not the main effort. Neither Mobile Group Popov or
6th
Army, the main effort of Southwest Front,
received the Front
reserve to exploit their success. Soviet
doctrine
reinforcing success, not failure.
In the Soviet offensive Stavka failed to

doctrine of concentration
and
Front armies attacked on line
echelonment.
instead
of
the weakest point of the German line such

Stalingrad. The
stressed
follow
The
Southwest
concentrating
on
as
at
had
two Fronts had different objectives
been
leading
in two different directions, Voronezh Front to the west
43
its
and
the Southwest Front to the south. The forces of Voronezh and

Southwest Fronts did not echelon their forces in the
or defense. These actions also violated
war of mass and concentration.
the
principles
on the battelfield. The Soviet

the
armor
of
Soviet tactical air power rarely made
advance with
attack
tactical air
forces
destroyed the airfields as they
because
appearance
an
forces
the
retreated. The
did
not
Germans
had
short
range
of the Soviet aircraft, coupled with the inability to repair
*damaged
airfields, meant no combined
arms
operations
with
tactical airpower. This also meant no interdiction of German

armor
forces,
supplies,
or
interference
with
Luftwaffe
sorties. On the other hand, the Soviet armor lost many tanks
to
German
aircraft
during
the
mobile
defense
and
counterattack 4
German
interception
of
Soviet
uncoded
radio
communications in the clear doomed Mobile Group Popov. After

two years at war the Soviets still frequently transmitted in
the clear. The ability

intercept
units
of
the
provided
Luftwaffe
accurate
and
information
location, strength, and supply of the Soviet

German
radio
intercept
units
Army
provided
radio
on
forces.
the
These
intelligence
for
to
von
5
German commanaders down to division
Stavka and the
Front
level.
reactions
Commanders
Manstein's counterattack proved
imprecise
days after the counteroffensive
began
44
and
Stavka
slow.
and
Even
Vatutin
It took
refused to accept the idea.

respond
to
the
German
order
to
deal
with
German
the
Manstein
with
reacted
first
its
on
counteroffensive
28
were
February. They clung to their beliefs that the Germans

A
to
days
Von
counteroffensive.
on 20 February and Stavka
*attacked
eight
Stavka
in retreat in spite of the German attacks and the reports of

their
army commanders. 6
right.
The Soviet battle plan, also, did many things

The
Soviets
had
great
success
their
with
Operational
Maneuver Group Popov. The mobile group did exploit

made by the Front
forces
The
intended.
as
attacked the weakest part of the German line.
sought to maneuver and outflank
Fronts
Soviet
Scviet
armor
whenever
positions
German
gap
the
possible.
In
spite
of
all
the
tactical
operational
and
shortcomings the Soviet battle plan demonstrated a brilliant

strategic concept
from Stavka and their evaluation of
risk both in victory and defeat.
If
the
Soviet
their
offensive
it
in
half and enveloping the southirn portion against the Sea
of
succeeded in destroying Army Group South by dividing
eastern
Azov, the war on
the
ended. No German
strategic
front
reserve
would
have
existed
to
situation. Also the majority of the German panzer

were in Army Group South, so the major offensive
the German Army would have been eliminated.
45
possibly
save
the
divisions
weapon
of
The failure of the Soviet operations
exploiting
Stalingrad offensive offered little strategic

Soviets.
If it
failed,
the
coming
operations on the front
and
allow
thaw
the
risk
would
Soviet
be
not including all of the armies
freed
were
surrender of Stalingrad in the attack
or
to
the
slow
all
armies
reserve at Stalingrad to react. Stavka can

that
the
in
faulted
for
with
the
reinforcement
of
quickly
be
the Soviet attack on Army Group South.

Any losses in Soviet armor or men
recovered
in
matter
of
months
could
from
manpower pool and the Soviet and Allied
The Germans could not replace armor or
the
vast
production
men
at
Soviet
effort.
the
Soviet
the
Soviet
rate. The war of attrition favored the Soviets.
This campaign
provided
experience
for
large scale offensives involving several Fronts in 1944

1945.
The Soviets
learned their
and
lessons well.
Analysis of the Battle: Manstein's Plan

Von Manstein s plan to draw the Soviet armored forces
.'
west and counterattack behind them bears much resemblance to

the classic battle of Cannae. Hannibal
defeated
legions by letting them advance in the center

and then attacking the flanks to encircle
legions. Von Manstein's plan differed
it as the Soviet offensive unfolded and he

all
the
Soviet
forces
in
the
trap
of
and
in that
the
his
line
destroy
he
the
developed
could
to
Roman
not
hold
complete
their
destruction.
46
* 9.
.,
9.,9r
--a
9.*.
--...
*', ,...t a-**.
',.
,,l .
..
"
"-
,.
".
"_
..
....-
..
-.-
Von Manstein's plan benefited from actions

not control. The weather
plans. With the
thaw
counteroffense could
remained
not
an
occuring
advance
over
aid
in
the
he
to
the
German
March
the
German
frozen
landscape.
General Zeitzler, O.K.H. Chief of Staff, aided von

from German High Command
counteroffensive
Headquarters.
plan,
he
Manstein
Agreeing
arranged
could
for
with
the
the
limited
reinforcements to arrive, rerouted supplies, and
worked
Hitler's headquarters to help von Manstein
the
with
at
fiaht
for the plan's approval.

Von Manstein's plan relied on the basics of
of
warfare.
His
concentration
deception,
of
plan
relied
forces,
attacking
the
upon
unity
of
enemy
at
simple
command,
the
the
art
plan,
surprise,
weakest
point,
attacking the flanks, and encirclement.

This battle is commented
Mellenthin
in
Panzer
on
Battles.
by
In
Major
the
General
chapter
on
Manstein, four reasons are listed for the success of

Panzer Army.
First,
the
high
level
commanders
von
Fourth
did
not
restrict the moves of armored formations, but gave them long

range tasks. Second, the panzer divisions disregarded
their
flanks since the infantry divisions secured and anchored the

flanks. Third, all commanders
up
commanders conducted operations
to
and
including
from
the
front,
rear. Fourth, the attack was a surprise regarding

and place.
47
not
the
corps
the
time
Von Manstein's offensive plan of
double
assumed a high factor of risk. This tactic

hardest tactical concepts to
accomplish;
often culminate in the complete
is
one
of
but
the
results
destruction
forces. Von Manstein's plan could not
envelopment
of
assure
the
the
the
enemy
complete
destruction of the Soviet forces encircled because they were

entirely panzer or mechanized forces.
Without
infantry
to
aid in the encirclement many gaps existed for the Soviets to

9
abandon their equipment and flee from the German trap.
In
the
this
operation
von
Manstein
followed
Clausewitz's and Schlieffen's idea that the primary

battle was the destruction of
retaking of terrain as
Manstein
sought
to
the
Jomini
fulfill
enemy
states
the
aim
forces,
is
German
most
not
of
the
important.
mobile
warfare
doctrine to destroy the enemy on the field of battle.

The
combined
arms
operations
again
value. General von Richtofen organized
forces in Southern
Russia
support to the German
to
panzer
General
von
Richthofen
their
the limited Luftwaffe
provide
forces
Soviet armor and supply columiz
proved
maximum
and
By mid
reorganized
close
interdiction
February
the
air
air
of
Luftwaffe
forces
in
Southern Russia. He had 950 planes which were 53 percent

the first line aircraft o the eastern
of
front. From the period
20 February to 15 March his Luftwaffe forces maintained 1000

sorties a day, compared to the January average
of
350
per
day. The airpower combined with the freedom of maneuver
for
48
doWe1.1
bE#,l
f.
'
.. 'L.'
".
,'"
"""""
..
'
","
to
the
early
because
he
took
the panzer forces allowed victories similiar

German campaigns in 1940-1941.l1
Von
Manstein's
plan
succeeded
advantage of the situation the Soviet's
offensive
offered.
He determined the Soviet plan to drive through the center of

into
Army Group South. He then concentrated his forces

double envelopment plan
defeat Southwest
and
which
remained
Voronezh
best
the
with
front
the
way
the
to
available
German forces.
Von Manstein's plan remains an outstanding example of
warfare
modern combined
and
level
operational
strategy.
However, Hitler ignored the lessons learned from the battle.

Never again at the operational level of war would he allow a
commander to retreat over such a large area
to
concentrate
for a counteroffensive. German forces were required to stand

and die in place
for
each
inch
ability to maneuver the mobile

offense cannot exist. Other
German
armed
forces,
of
ground.
defense
and
factors such
combined
with
combined
the
as
the
Without
the
arms
declining
larger
Soviet
manpower pool, quality and quantity of armored vehicles, and

excellence
of
battlefield
making this the last
leadership
operational
proved
victory
on
factors
the
front for the German panzer forces in World War II.
49
in
eastern
END NOTES
CHAPTER FOUR - ANALYSIS, LESSONS LEARNED AND CONCLUSIONS
1S.
M. Shtemenko, The Soviet General Staff at War

105. The
1970),
1941-1945, (Moscow: Progress Publishers,
distance between the armored columns and the nearest railhead
reached 300 kilometers. There were only 1,300 lorries and 380
of
tons
carry 900
tank lorries available. They could only
fuel. The armies needed 2,000 tons. From the start the Soviet
logistic ability could not supply the two fronts.

A Study
2David Glantz, From the Don to the Dnepr:
August
1942
December
Operations
Soviet
Offensive
of
1984),
College,
War
1943., (Carlisle: United States Army
169-170.
3
Ibid.,
169-170.
4 Moscow
Institute of Marxism-Leninism, History of

the Great Patriotic War of the Soviet Union 1941-1945, Vol
III: Radical Turning Point in the Course of the Great
Unedited
1943,
1942
December
Patriotic War (November
Military
Translation of Chapter II-V, Office of the Chief of
History, (Moscow: Military Publishing House of the Ministry

to
of Defense of the USSR, 1961), 18; Glantz, From the Don
the Dnepr, Von Senger saw long Russian columns battered by
unopposed Stuka (JU-87) dive bombers.
5 Hermann
Plocher,
The German Air Force
Russia, 1943, (New York: Arno Press, 1967), 18.
6 John
Erickson, The Road

Westview Press, 1983), 53.
to
Berlin
versus
(Boulder:
7 Eberhard Schwarz, Die Stabilisierung Im Suden Der

Ostfront Nach Der Katastrophe Von Stalingrad Und Dem Ruckzug
Aus Dem Kaukasus, (Koln, University of Koln, 1981), 70.
8 Friedrich
Wilhelm
Battles, (New York: Ballantine, 1971),

9
V.
Carl Wagener,
" The
Panzer
Mellenthin,
von
Counterstroke
254.
of
XXXX
Panzer
in the
Corps Against the Breakthrough by Mobile Group Popov
Wehrwissenschaftliche
Donents Basin, February 1943 " ,
14.
In the 40th Panzer
Rundschau 7/1, (January, 1954):
counterstroke
of
the
success
of
the
secret
the
Corps
(Manstein's) was that it almost entirely directed against the
enemy forces and not, as is generally the case in both attack

and defense, concerned with (the taking of) ground.
50
10
Earl Ziemke,
Stalingrad
to
Berlin:
The
German
1968),
Defeat in the East, (Washington D.C.: Dorset Press,
were
panzers
the German
in
Russia
93. For the last time
supported with tactical air power as in the campaigns of 1940
versus
Air
Force
The
German
and 1941; Hermann Plocher,
22;
Martin
1967),
Arno
Press,
Russia, 1943, (New York:
(London:
1939-1945,
Pegg, Luftwaffe Ground Attack Units
Osprey Publishing, 1977),
-Sl
.51
#551
231.
Nq
N"
4u
AP
'V""
U..
,,.i
.1se
U'
EDI4N
APPENDIX ONE
ORDER OF BATTLE
The Soviet order of battle on

Voronezh Front - Gen Golikov
40th Army 90,000 men, 100 tanks

Under Army control
25th Guards Rifle Division
100th Rifle Division
183d Rifle Division
303d Rifle Division

129th Rifle Brigade
116th Tank Brigade
192d Tank Brigade

59th Tank Regiment
60th Tank Regiment

61st Tank Regiment
4th Tank Corps
45th Tank Brigade

64th Tank Brigade
102d Tank Brigade

69th Army 40,000 men, 50 tanks
Under Army Control
161st Rifle Division

37th Rifle Brigade
.'
137th Tank Regiment
292d Tank Regiment

3d Tank Army
Under Army Control

62d Guards Rifle Division

179th Tank Brigade
201st Tank Regiment
12th Tank Corps
13th Motorized Rifle Brigade
30th Tank Brigade
97th Tank Brigade
106th Tank Brigade
15th Tank Corps

88th Tank Brigade
53
1 February 1943:
113th Tank Brigade

195th Tank Brigade
Under 3d Tank Army Control
6th Guards Cavalry Corps
Reinforcements
25th Guards Rifle Division (19 February)
253d Rifle Division (23 February)
1st Czech Battalion (1 March)
19th Rifle Division (1 March)
(I March)
86th Tank Brigade
.17th
4ist
-4
,2d
Rifle Brigade (NKVD) (1 March)

Guards Cavalry Corps (I March)
1st Guards Cavalry Division
2d Guards Cavalry Division
7th Guards Cavalry Division
113th Rifle Division (10 March)
Front Reserve
Guards Tank Corps (175 Tanks)
3d Guards Tank Corps (150 Tanks)
86th Tank Brigade
150th Tank Brigade
TOTALS 200,000 men, 490 tanks
J5
-.4
_.5
-4l
4$
I:VV
Southwestern Front - General Vatutin 320,000 men, 362 tanks

6th Army - Lt General Kharitonov 40,000 men
40 tanks
15th Rifle Corps
6th Rifle Division

172d Rifle Division
115th Tank Brigade
212d Tank Regiment
1st Guards Army - Lt General Kuznetsov 70,000 men
4th Guards Rifle Corps
41st Guards Rifle Division

78th Rifle Division
Mobile Group Popov-Lt General Popov 55,000 men 212 Tanks
-3rd
4th Guards Tank Corps

Guards Motorized Rifle Brigade
12th Guards Tank Brigade

3d Tank Corps
10th Tank Corps
18th Tank Corps

52d Rifle Division
9th Tank Brigade
llth Tank Brigade
7th Ski Brigade
5th Ski Brigade (18th February)
10th Ski Brigade (18th February)

3rd Guards Army Lt Gen Lelyushenko 100,000 men 110 Tanks
61st Guards Rifle Division


243d Rifle Division
266th Rifle Division (16 February to 5th Tank Army)
203d Rifle Division (16 February to 5th Tank Army)
2d Guards Tank Corps
23d Tank Corps (16 February to 5th Tank Army)
2d rank Corps
455
1st Guards Mechanized Corps

8th Guards Cavalry Corps
21st Cavalry Division

55th Cavalry Division
112th Cavalry Division
5th Tank Army - Lt General Shlemin 40,000 men
321st Rifle Division
333d Rifle Division

266th Rifle Division (16 February)
203d Rifle Division (16 February)
23 Tank Corps (16 February)
Front Reserve 15,000 men, 267 tanks (16 February)
1st Guards Tank Corps
25th Tank Corps
1st Guards Cavalry Corps
Southwestern Front TOTALS: 320,000 men, 629 tanks
~56
5*.6
The German Order of Battle on 1 February 1943.

Army Group South
Army Detachment Lanz (Strength - approximately 50,000)
24th Panzer Corps
385th Infantry Division
213rd Security Division
Corps, Cramer
Panzer Grenadier Division OGrossdeutschland"
2 regiments, 168th Infantry Division
1 regiment, 88th Infantry Division
remnants 1st, 10th, 13th Infantry, 23rd Light
Infantry, 1st Panzer Division
Under Army Control
regiment, 2d SS Panzer Division, "Das Reich"
1st Panzer Army (strength approximately 40,000)
30th Army Corps
Group Kreising (3rd Mountain Division)
2 regiments, 335th Infantry Division
3rd Panzer Corps
7th Panzer Division
19th Panzer Division with Lehr-Regiment 901
Army Detachment Hollidt (Strength 100,000)
29th Army Corps
Group 79 (2d Rumanian Army Corps Headquarters)
Group Security Regiment 177
Group Mieth

17th Army Corps
62nd Infantry Division
8th Luftwaffe Field Division
43rd Panzer Corps
5th Panzer Division
22d Panzer Division
4th Panzer Army (Strength 70,000)
5th Army Corps
444th Security Division
57th Panzer Corps
5th SS Panzer Grenadier Division, "Viking"
23d Panzer Division
Under Army Control
15th Luftwaffe Field Division
16th Panzer Grenadier Division
57
[P
3d Panzer Division
llth Panzer Division
458
Totals: 260,000 men

OKH Reinforcements Enroute (Strength 20,000)
2d SS Panzer Corps
1st SS Panzer Division, "Leibstandarte"
2d SS Panzer Division, "Das Reich"(-)
3rd SS Panzer Division, "Totenkopf"
333rd Infantry Division (ii February, at Barvenkovo)
6th Panzer Division (16th February)
q.
_'
-,9I
-9
5BIBLIOGRAPHY
5
,
i
S.
S.
a.
BIBLIOGRAPHY
BOOKS:
Anders, Wladyslaw General. Hitler's Defeat in Russia.
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Kensington Publishing Corporation, 1971.
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Part IV. The OKW War Diary Series. New York:
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Erickson, John. The Road to Berlin. Boulder:

Press, 1983.
Westview
Erickson, John. The Road to Stalingrad. Boulder:

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Liddell-Hart, B. H. The German Generals Talk. New
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Morrow Quill Paperbacks, 1979.
Liddell-Hart, B. H. History of the Second World War.

New York: G. P. Putnam s Sons, 1970.
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Manstein, Erich von. Lost Victories. Novato:

Press, 1982.
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Ballantine Books, Inc, 1971.
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Nelson Doubleday, Inc, 1978.
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1941-45. New
Neither Fear Nor Hope.
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~~~~~
~
N,..*
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Ostfront Nach Der Katastrophe Von Stalingrad Und Dem
Ruckzug Aus Dem Kaukasus. Koln:
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b6
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-.
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Field Marsal Von Manstein Counteroffensive 42 43

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Field Marshal von Manstein's Counteroffensive

of Army Group South, February-March 1943:

DAVID A. SHUNK, MAJOR, USAF

University of Southern California,

Fort Leavenworth, Kansas

"Approved for public release;

FOR PUBLC RELASE

REPORT DOCUMENTATION PAGE

IFICA T!ON I DOWNG

U.S. Army co~mand abd

7b. ADDRESS (City, State, and liP C~)

rort LeaYenworth, Kansa~

:.a. NAME OF FUNDING/SPONS')RING

Bb. OFFICE SYMBOL

9. PROCUREMENT INSTRUMENT IDENTIFICATION NUMBER

k. ADDRESS (City, State, and 11. CCX'.h!)

'3a. TYPE OF REPORT

:6. SUPPLEMENTARY NOTATION

Operational LeYel Armor Operations on the Ea~tern Front,

'K ABST~CT .(Continu@ on ~everse !f necewry a'}d khntify by block number)

21. ABSTRACT SECURITY CLASSIFICATION

20. DISTRIBUTION I AVAILABILITY OF ABSTRACT

UNCLASSIFIED/UNLIMITED ltJ SAME AS RPT.

DO FORM 1473,84 MAR

BEST AVAILABLE COPY

83 APR edition may be used until

SECURITY CLASSIFICATION OF THIS PAGE

Field Marshal von Manstein's Counteroffensive

A thesis presented to the Faculty of the U.S. Army

Michigan State University,

University of Southern California, 1977

"Approved for public release; distribution is unlimted."

.-- u'I 0'.

MASTER OF MILITARY ART AND SCIENCE

Major David A. Shunk

Thesis Committe Chairman

, Member, Graduate Faculty

, Member, Graduate Faculty

Claude Sasso, Ph.D.

6th day of June 1986 by:

, Director, Graduate Degree

opinions and conclusions expressed herein are those of

FIELD MARSHAL VON MANSTEIN'S COUNTEROFFENSIVE OF ARMY GROUP

The following is a selection from the many conclusions.

surprised the Soviet forces as to the time and place of

Soviet General Staff, Stavka, over, extended

Soviet offensive. Due to Hitler's restrictions

Eastern Front Overview ..

The Mobile Defense .....

1. The Soviet's Plan of Attack .....

Soviet Offensive to 18 February ..

3. Southwest Front Attacks ......

4. Voronezh Front Attacks ......

5. Southern Front Attacks ....

6. Manstein's Mobile Defense ...

Manstein's Counterattack ........ ...

1. Soviet Success and Logistic Problems

3. Soviet Mistakes and Misperceptions

4. Manstein's Counterattack, The German

5. The German Northern Pincer Attacks

The Second Encirclement ....

Manstein's Counteroffensive to 23 March

Analysis, Lessons Learned and Conclusions

Appendix One: Order of Battle ....