On 25 August, the Ia of both 6. Armee and 1. Panzerarmee, which was also beset by extreme Soviet pressure to the north of the Mius front, flew to meet with Manstein at Heeresgruppe Süd headquarters. Both officers realized that the only chance to save their armies was a withdrawal to a defensible line without delay. If Tolbukhin broke free to the west, the road to the Dnepr was open to the Russians and the entire Donets basin could be lost. More significantly, if the Russians were able to reach the river, spread out on the eastern bank and capture the crossing sites on the Dnepr, a major disaster would ensue for the divisions of both 6. Armee and 1. Panzerarmee. In this event, not only would these forces be cut off and likely destroyed, but the German 17. Armee, at that time in the Kuban bridgehead, as well as the troops in the Crimea of Heeresgruppe A, would be cut off from retreat or supply by land. Manstein realized that once again, the fate of hundreds of thousands of German soldiers (as well as the Eastern Front itself) was in the hands of Adolf Hitler. An order from Hitler to stand and fight could potentially result in the virtual annihilation of Heeresgruppe Süd and the destruction of the southern wing of the Eastern Front.

Manstein, in radio communication with Hitler, bluntly informed him that without fresh divisions, including panzer divisions, the Donets basin could not be held with the tired and weak forces at hand. He explained that if OKH could not provide these units, then he must request that he be given freedom of movement to pull back to a shorter, more easily defensible line. While he did not believe that Hitler would agree to this proposal, before leaving his headquarters, he gave instructions that both armies should begin plans and preparations for a withdrawal to the “Tortoise Line” east of Stalino. Hitler, of course alarmed by the phrase, “freedom of movement,” which in his mind meant lack of will to stand and die if need be, promptly gave his answer to Manstein. His message? “Do nothing. I am coming myself.” Doubtless, this reply did little to reassure Manstein.

Hitler left his East Prussian HQ and flew to the Ukraine, where he met with Manstein at the “Werewolf” HQ complex, where in better days the offensive campaign of the summer of 1942 had been directed. The bunkers and communications buildings were located in Vinnitsa and there Manstein brought with him officers who he hoped could explain to the Führer the realities of the frontline conditions on the Eastern Front. The commander of 23. Panzer-Division, General von Vormann, whose men had been so instrumental in the defense of the Mius, came with Manstein. So did the commander of XL. Armeekorps, General Erhard Raus, and Hollidt of 6. Armee. The testimony of these soldiers of unquestioned bravery and experience, in Manstein’s hopes, would be believed.

Manstein opened the conference by giving Hitler a summary of the situation and then proceeded to present him with two choices for the conduct of the defense of south Ukraine: “I presented Hitler with the clear alternatives: either quickly providing the army group with new forces—in any case not less than twelve divisions—and exchanging our tired divisions with others from quiet stretches of front, or abandoning the Donets area to release forces within the army group.”

Manstein made every attempt to get Hitler to realize just how weak his forces were and how it was absolutely necessary to shorten the lines or receive fresh divisions in order to provide for the creation of reserve forces able to react to the situations as necessary. In addition to explaining 6. Armee’s manpower deficits, Manstein also gave the casualty-replacement figures for 1. Panzerarmee. That army’s recent losses totalled 27,291 men while only 6,174 replacements had been received, which left a total of over 20,000 unreplaced losses.16 At that point in the conference, he asked Hollidt to provide Hitler with the intelligence estimates of the Russian strength that faced each of his decimated corps:

“General Hollidt, will you please give the Führer a comparative picture of the enemy’s and our own strength?”

“My XXIX Corps has 8,706 left. Facing it are 69,000 Russians. My XVII Corps has 9,284 men; facing it are 49,500 Russians. My IV Corps is relatively well off. It has 13,143 men, faced by 18,000 Russians. Altogether 31,133 Germans against 136,500 Russians. The relative strength in tanks is similar: Tolbukhin yesterday had 165 tanks in operation; we had 7 tanks and 38 assault guns.”

[Manstein continued:] “ . . . The enemy is stepping up his pressure. With our available forces the Donets region cannot be defended, my Führer. Things are no better at First Panzer Army. Nor will Eighth Army and Fourth Panzer Army be in a position to prevent a Russian breakthrough to the Dnieper in the long run. . . . Either you let us have fresh forces, and that means twelve divisions, or the Donets region must be abandoned. . . . I see no other solution.”

Hitler did not give in immediately, as Manstein almost certainly could have predicted, nor did he acknowledge the seriousness of the facts that had just been related to him. Instead, the dictator remained evasive as always, taking refuge in rhetoric and questions about minor matters of no real concern to the critical matters at hand. This was a common tactic of Hitler, invariably utilized when he was faced by decisions that he did not like to make. While he acknowledged that the situation was indeed grim and thanked the gathered commanders for their efforts over the past weeks, Hitler did not want to make a hard decision and instead retreated to another old strategem, delay. He again made it plain that there could be no retreat: all ground must be held until the enemy exhausted himself with attacks upon defenders who by will alone, if need be, resisted the attack.

Hitler remained distracted at the time by the course of events in the Mediterranean. Italy had collapsed, as he had forseen, and he was extremely concerned with the possibility of the Western Allies invading the Mediterranean coast at some point east of the Italian peninsula. This would have threatened southeastern Europe, an event that he considered might bring Turkey into the war against Germany. Of course, the concerns of what might happen next month or next spring were of no concern to Manstein and his generals. They were determined to get the Führer to address the events that were absolutely sure to happen in their sectors within a matter of days.

When Manstein adamantly stuck to his guns and refused to be turned from his arguments, Hitler changed his tactics. Where was he to find reinforcements, he asked Manstein? The Feldmarschall had a ready answer and replied that Heeresgruppen Mitte and Nord should give up any units that they could spare, making them available for redeployment to the southern front. Finally, pressed to make a decision, and without question not wanting to give up the Donets basin, Hitler agreed to make immediate transfers of divisions from Heeresgruppe Mitte. With that concession, Manstein and his generals returned to their HQs, much relieved and ready to plan for the coming reinforcements. They found, upon their arrival, that disturbing new events had taken place while they had been pleading with Hitler for a decision on the situation in the south. Bad news awaited them on their return from the conference.


While they had been at the Führer’s headquarters in Vinnitsa, events had taken a turn for the worse in 6. Armee’s sector. After pausing for two days to rest and regroup, the Soviets moved 2nd Guards Mechanized Corps and major elements of 4th Guards Mechanized Corps toward the western edge of the penetration. It was obvious that the Russians were prepared to attack through the positions of 3rd and 13th Rifle Corps. The attack was intended to encircle the entire XXIX. Armeekorps by penetrating the corps front, turning to the south and driving to the coast of the Black Sea.

On 27 August, after receiving replacements and new tanks, the two mechanized corps burst out of the breakthrough area toward the south and Mariupol, sweeping through the rear areas of XXIX. Armeekorps. The Germans could do little to stop the Russians. Here and there a detachment of security troops or a makeshift battle group, managed to slow the Russian onslaught for a few hours. However, unopposed by serious resistance, the attack slashed twenty miles to the south on the first day. It was immediately obvious to the Germans that the Russian objective was the Gulf of Taganrog and the encirclement of XXIX. Armeekorps. The Soviet advance to the coast created an immediate crisis with only one course of logical action left open to 6. Armee. No help from Heeresgruppe Mitte would arrive in time to change the situation because the Soviets had moved first, before the Germans were able to react. This was due in large part to the difficulty of getting Hitler to make decisions that were not to his liking or understanding. Hollidt directed the corps to break out of the encirclement to the west on the evening of 27–28 August.

Once again, 13. Panzer-Division was called upon, this time to stop the attack of two entire Soviet mechanized corps. The division, with infantry from 111. Infanterie-Division in support, attacked Russian lead elements near Novo Ivanovka, but was unable to accomplish much other than to force a momentary pause in the Russian advance. Once again, 6. Armee scraped together a few fragmentary reinforcements, sending them to 13. Panzer-Division. Security detachments of Kavallerie-Regiment Süd, mobile elements of Flak-Abteilung 91 and a few hurriedly repaired tanks were thrown together in a makeshift combat group to strengthen the breakout attempt. Additional help would eventually arrive, but the Germans troops caught in the encirclement could not wait and began to fight their way toward the north and German lines.

By 29 August, Manstein obtained two divisions from Heeresgruppe Mitte, the remnant of 9. Panzer-Division and a worn-out infantry unit, 258. Infanterie-Division. Units of the two divisions were dispatched toward the area of 6. Armee, hastily thrown together and rushed from Orel in order to supply badly needed reinforcements to Hollidt. The new divisions were both very weak, having been engaged in continuous fighting for some weeks during the hard fighting that took place during and after Kursk. Neither of the divisions were anywhere close to divisional size.

The infantry strength of the battle group was augmented by elements of 3. Gebirgs-Division. The mission given by 6. Armee to this force, which didn’t have the strength of a normal division, was to break through the Russian front, drive to the south and link up with the attack of XXIX. Armeekorps. The XXIX. Armeekorps was to break out of the Soviet encirclement and push to the north. 302. and 306. Infanterie-Divisions of XVII. Armeekorps organized small assault groups in order to attempt to occupy enemy attention by conducting attacks on the northern flank of the Soviet penetration.

The Soviet drive toward the sea continued without interruption, the feeble efforts of the Germans not able to signficantly delay the advance of two Soviet mechanized corps. On 29 August, the Russians reached the coast and cut 6. Armee in half. XXIX. Armeekorps was encircled in a pocket to the west of Taganrog, divided from the rest of the army. In the encirclement, the only thought now was to break through the Russian lines before the Soviets could begin an organized reduction of the pocket. The Soviet encirclement was not air tight at that point. Gaps still existed and it was possible to fight through and reach their comrades of XVII. Armeekorps. In the pocket were 111. Infanterie and 17. Infanterie-Divisions, later joined by the remaining elements of 336. Infanterie and the men of 15. Luftwaffe-Felddivision The ragged and tired survivors of these shattered units fought their way through Soviet forces to join the survivors of the other two divisions, who were in somewhat better condition.

The breakout by XXIX. Armeekorps to the north depended primarily on the attack of 13. Panzer-Division and the supporting diversionary attacks of IV. Armeekorps, for it was not strong enough to accomplish this task unaided. The fifteen-kilometer-wide pocket was under attack from three sides at this point. The Russians were making every effort to collapse the defensive perimeter and destroy the German divisions before they could escape.

The attack of 13. Panzer-Division was reinforced by the firepower of Sturmgeschütz-Bataillon 259 and supported by the Stukas of Hans Rudel’s air wing. On 30 August, the tanks of 13. Panzer-Division began the first phase of the breakout operation. The division attacked at dawn and XVII. Armeekorps alerted the main combat elements of 306. Infanterie-Division on the western flank of the corps boundary in order to act as a reserve where needed. The 13. Panzer-Division battle group, weak though it was, punched through the Soviet lines, opening a narrow passage to freedom on the afternoon of 30 August. The XXIX. Armeekorps had in the meantime destroyed all of its heavy equipment that could not be taken out, lined up in three columns, each headed by assault guns or mobile Flak units, and marched north. Desperate to escape the ring of Soviet armor and rifle divisions that were closing in on them, the Germans stormed forward with grim determination. The Russians were somewhat deceived by the large clouds of dust that the three columns raised and interpreted the clouds to be German armor on the move. When the columns met Soviet defenses, the fighting was violent and brief. In some instances, Russian infantry broke quickly, perhaps anticipating the attack of German panzers. Each column, fighting with the intensity of desperate men, broke through the Russian lines.

Reacting quickly to the breakout attempt, the Soviets attacked 13. Panzer-Division with cavalry formations and some tank forces. However, the division continued to battle forward, in spite of all attempts to stop it. The tank repair detachment of the division sent even partially repaired tanks forward to join the panzer regiment, making every effort to get as many tanks as possible in running condition. Extraordinary efforts had been called for outside of the pocket as well as inside. Fighting to help their comrades escape the encirclement, 13. Panzer-Division continued its gallant attack from the west. The division maintained its forward momentum and resisted attacks from the flanks to close the gap through the Soviet lines. The efforts of this division critically shortened the distance that the columns of XXIX. Armeekorps had to cover before reaching German lines.

The last remnants of XXIX. Armeekorps divisions escaped from the steadily shrinking pocket perimeter during the night of 30–31 August. A small battlegroup had remained behind in Taganrog to destroy war material and vital installations of military value to the Soviets and only narrowly made its escape. The small detachment, under command of an Oberstleutnant Kalberlah, crossed over the Mius on the Mackensen Bridge, which was north of the city, and fought its way toward the moving XXIX. Armeekorps pocket. Kalberlah and his men made their way over a small river, the Mokrij Jelantschik, and reached safety after two harrowing days of flight and combat.

The desperate situation confronting the men of XXIX. Armeekorps caused men like Kalberlah and many others who are unknown to react with great determination. In some cases which are recorded, instances of individual bravery were almost incredible. A lone anti-tank gunner of 14./Grenadier-Regiment 55 (17. Infanterie-Division), an Obergefreiter Riess, reacted with calm resolve when his unit was attacked by a large number of Soviet tanks. He and his gun crew destroyed ten of the twenty-seven attacking tanks that broke into the sector manned by this unit. For his bravery under fire, Riess was awarded the Knight’s Cross.

The divisions that emerged from the encirclement were shadows of even their former reduced strength. The 336. Infanterie-Division and 15. Luftwaffe-Felddivision were essentially destroyed, having a total of only 500 combat effectives left after the breakout. Because of the loss of all types of heavy and transport equipment and the disorganization caused by the severe number of casualties, neither of these units had any appreciable combat value. Even a defensive mission was beyond the two divisions if attacked in force due to the lack of heavy weapons, sufficient numbers of fighting troops and the absence of even tactically sufficient armor. The fighting strength of those divisions that still maintained some unit cohesion was so reduced that 6. Armee did not consider them strong enough to meet the next serious crisis that had to be met.

However, XXIX. Armeekorps was faced with just such a crisis immediately upon completing its breakout. It was necessary that the corps quickly integrate itself with IV. and XVII. Armeekorps defenses in order to restore a unified front to the army and to resist Russian attempts to encircle the corps again. Cognizant of the weaknesses of XXIX. Armeekorps, 6. Armee ordered surviving elements of the recently arrived 17. Panzer-Division, the battle group of 9. Panzer-Division and an infantry regiment of 258. Infanterie-Division to reinforce XXIX. Armeekorps’ attempts to establish a continuous front. These units provided much-needed heavy weapons and, probably more importantly, mental and emotional resolve to the troops who had just undergone the strain of the breakout operation after many weeks of heavy combat on the Mius.

Having failed to completely destroy XXIX. Armeekorps, the Russians turned their attention to the rest of 6. Armee, XVII. Armeekorps in the center and IV. Armeekorps on the northern flank. After pausing to regroup, Tolbukhin’s Southern Front ordered its mobile elements to smash through the boundary gap between the two corps on 30 August. In short order, Stepanovka, Chistyakovo, and the smaller towns of Sugress and Charzyssk were taken by the Russians. Battle groups of Russian tanks and infantry penetrated the front and broke free into the rear areas against little organized resistance. The German divisions maintained only a thin crust of widely dispersed infantry on the front line of defense and the only troops to be found behind the front lines were small security detachments and administrative and supply units located in villages and towns, rear-area units not organized for combat. The Russians cut the Chistyakovo–Charzyssk road, which was a main supply route of XVII. Armeekorps, on the first day of this attack. Roaming Soviet battle groups, made up of tanks and supporting infantry, appeared unexpectedly behind the front lines, routing security troops and overrunning unit HQs. The corps reserves were meager, and once the defense was penetrated, there was little that could be done to combat the rampaging Soviet tanks and motorized infantry.

One such group, made up of ten tanks and supported by about 600 men of a rifle battalion, surprised the divisional staff of 258. Infanterie-Division during the night of 30 August. The HQ group was stationed in a village and did not expect an attack so far from the front. Security was evidently very lax. Approaching under the cover of darkness, the Russians overran the HQ and inflicted heavy casualties on the staff of the division. The division IIa (divisional adjutant) and O1 (chief ordnance officer) were killed and the Ia was severely wounded. While confusion reigned in the town and staff officers of the division tried futilely to restore some degree of order, another German unit saved the situation.

Stationed a short distance from the HQ, personnel of Flak-Regiment 24 quickly reacted to the situation. The counterattack, speedily organized and personally led by the commander of II./Flak-Regiment 24, recaptured the town, drove the Russians out and captured 100 prisoners. On his own initiative, the Flak regiment commanding officer had gathered together the troops at hand, utilizing them as supporting infantry for his guns and attacked the Russians. The counterattack hit the Soviet troops while the situation was still chaotic and the Russians, still flushed with their successful storming of the HQ position, were caught by surprise. Not yet organized for defense, the Russians lost two of their tanks and another armored vehicle before they realized what was happening. The attack, supported by the potent fire of the Flak battalion’s 20mm automatic guns and deadly 88s, routed a superior Soviet force and restored the town to German hands. This is another example of a small German force conducting an immediate counterattack on Soviet troops and succeeding in routing a superior force.


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