Encompass: A Journal of Military History
Vol. I   No. 1
February 2004


Erich von Manstein's Counterattack

By F.W. Weatherbee, Jr.

            On February 6, 1943, Field Marshal Erich von Manstein received authorization from Adolf Hitler to evacuate the East Donetz Basin. Less than three months earlier von Manstein had been ordered by Hitler to take command of the newly formed Army Group Don and attempt the relief of von Paulus' 6th Army at Stalingrad. But the attempt had failed primarily because of Hitler's insistence that Stalingrad be held and von Manstein's inability to resist additional Russian counterattacks. Throughout, however, von Manstein's concern that his army group, as well as Army Group A in the Caucasus, not be cut off by counterattacking Russian forces eventually led to Hitler transferring 1st Panzer Army to Army Group Don and, on February 6, allowing von Manstein to concentrate all his available forces west of the Mius on the north side of the Sea of Azov. It was from this general area that von Manstein planned to launch a counterattack against Russian forces that, by February 9, had crossed the Donetz as far upriver as Isyum and threatened to pin von Manstein's army group against the Sea of Azov and cut it off either somewhere on the Dnieper or perhaps farther to the west.

Before the fall of Stalingrad on February 2, the STAVKA, or the committee concerned with Russian land, air, and sea operations, allocated the task of recapturing the Ukraine to three army groups or fronts. These three fronts consisted of General F.I. Golikov's Voronezh Front, assigned to the northeastern Ukraine, and General Nikolay Vatutin's South-Western Front, along with the Southern Front, both assigned to the eastern Ukraine.

After the opening offensives, the STAVKA issued a directive to the three fronts providing each with its overall main objectives. The Voronezh Front's main objective, for its right wing armies (60th and 38th), would be the line Lgov-Glukhov-Chernigov and, for its left wing armies (40th, 69th, and 3rd Tank), the line Poltava-Kremenchug. The South-Western Front's main objective would be for its forces (6th, 1st Guards, 3rd Guards, 5th Tank, 17th Air Armies, and Popov's Mobile Group) “to prevent an enemy withdrawal on Dnepropetrovsk and Zaporozhe” and to “drive the Donets group of enemy forces into the Crimea, seal off the approaches at Perekop and the Sivash, and thus isolate the [enemy] Donets forces from the remainder of enemy forces in the Ukraine.” Once this had been completed and the Donetz Basin was cleared of enemy forces the South-Western Front was then directed to push on toward the Dnieper on the line Kremenchug-Nikopol. Meanwhile, the Southern Front was to take over the lower Dnieper.

The forces of Vatutin's South-Western Front and those of Golikov's Voronezh Front opened their offensives on January 29 and February 2 respectively. The first phase of Golikov's offensive, directed toward Kursk-Belgorod, was known as Operation Zveda.

Five days after the opening of the second Russian offensive Field Marshal von Manstein returned to his headquarters at Stalino from a meeting with Hitler at the Wolfsschanze. There he learned that Bataisk, a suburb of Rostov, had been captured by the Russians and immediately ordered that Hermann Hoth's 4th Panzer Army start moving across the Don toward the army group's western wing. Another command, Army Detachment Hollidt, formerly belonging to Army Group B, was ordered to withdraw to the line Novocherkask-Kamensk.

The following day Russian forces broke out of their bridgehead at Rostov. Part of Vatutin's command did the same at Voroshilovgrad. And, by this time, General Eberhard von Mackensen's 1st Panzer Army, now on the Middle Donetz, was also attempting to check the advance of another part of his command from across the river between Lisichansk and Slavyansk.

Meanwhile, a new army detachment around Kharkov in Army Group B's area was in the process of being organized under General Lanz. An SS Panzer Corps, which was still arriving, had been placed under Lanz. But, at the same time that the new army detachment was being organized, the SS “Das Reich” Panzer Grenadier Division, which was to have struck the Russians at Volchansk before thrusting southeast toward Isyum, had retired behind the Donetz instead. Hitler's proposal that the entire SS Panzer Corps be employed to relieve pressure on von Manstein's western flank would have, therefore, probably amounted to very little.

Still later, on February 9, part of Golikov's command captured Belgorod and Kursk north of Kharkov in Army Group B's area. And a part of Vatutin's command continued its advance from the Donetz bend around Isyum. A gap now existed between the Dnieper and Army Group Center's right wing north of Kursk where there was little more than Army Detachment Lanz around Kharkov and 2nd Army of Army Group B.

Von Manstein, fearful of his communications being cut off if the Russians crossed the Dnieper upriver from Dnepropetrovsk, contacted General Kurt Zeitzler (Chief of Staff of the German General Staff) and requested that another army of five or six divisions be positioned north of Dnepropetrovsk and still another behind 2nd Army for a thrust toward the south. Von Manstein told Zeitzler that there would have to be an improvement made in the transportation system. In reply, Zeitzler said that he hoped that he could detach six additional divisions from both Army Group North and Army Group Center and transport one division every other day.                                          

Von Manstein's overall situation was far from encouraging. That part of Vatutin's command which had crossed the Donetz at Voroshilovgrad was now attempting to push between Mackensen's 1st Panzer Army and Army Detachment Hollidt as the latter withdrew toward the Mius. Also, that part of his command which had crossed the river between Lisichansk and Slavyansk was trying to push its western wing in toward either side of the Krivoi Torents. As a result, 1st Panzer Army was in a position to be enveloped and was, furthermore, forced into committing some of its forces at Voroshilovgrad before dealing with those at Slavyansk. This created a situation where the forces south of Voroshilovgrad would not be sufficient to block the Russian thrust to the southwest.

To add to these frustrations, 1st Panzer Army found the ground west of the Krivoi Torents to be crisscrossed with deep fissures underneath the snow which prevented 40th Panzer Corps from striking the Russian forces advancing from Slavyansk. As a consequence, 40th Panzer Corps mounted its attack in a frontally direction along and eastwards of the Krivoi Torents valley. The majority of the fighting took place around the inhabited areas of the valley since the Russian winter made it almost impossible for the German troops to be in open country at night. But 40th Panzer Corps' leading force, 11th Panzer Division, nevertheless, pushed on toward Kramatorskaya, the first main objective, although it was with a great deal of difficulty.

On the night of February 11, Popov's Mobile Group of Vatutin's command managed, however, to push its armor through the supposedly impassable country west of the Krivoi Torents and penetrated as far as Grishino. The Russians, whose wide-tracked armored vehicles had allowed them to negotiate the rough terrain, were now deep in 1st Panzer Army's flank. They were also blocking Army Group Don's main railway line from Dnepropetrovsk to Krasnoarmeisk. Von Manstein, therefore, had to rely on the railway line through Zaporozhye but it was not that efficient given the fact that the big Dnieper bridge which the Russians had destroyed in 1941 was still closed to traffic. As a consequence, supplies had to be reloaded and the fuel carrying vehicles could not go through.

Aside from the supply problems, 1st Panzer Army's flank was now being threatened by that part of Vatutin's command which had pushed its way through from Voroshilovgrad. A Russian cavalry corps had pressed on as far as the railway junction at Debaltsevo which was located far to the rear of 1st Panzer Army and behind the position which Army Detachment Hollidt was to occupy on the Mius. As a result, 17th Panzer Division, which was needed on 1st Panzer Army's western wing, was, instead, having to contend with this Russian cavalry corps for the time being.

In the meantime, Army Detachment Hollidt was being hard pressed by rested and refitted Russian armored forces as it withdrew toward the Mius. This, in turn, prevented the army detachment from being able to pull out its own armored forces. But, eventually, the entire army detachment succeeded in reaching the Mius on February 17. 

Some help eventually did arrive, however, on the army group's western wing. As the SS “Viking” Panzer Grenadier Division arrived from across the Don, it was thrown in against Popov's Mobile Group at Grishino. But this particular SS division had some difficulty in dealing with the Russians because of its weakened condition from recent heavy fighting and the fact that it was suffering from a shortage of officers who had the language skills necessary to command the division's SS volunteers from the Baltic and Nordic countries.

Nevertheless, as the “Viking” Division attempted to contend with Popov's Mobile Group, Hoth's 4th Panzer Army was in the process of moving across the Don toward the western wing by road and rail. This, however, was not the reason for 4th Panzer Army's absence from the position where it was so badly needed but rather it was because of its employment in covering 1st Panzer Army's withdrawal from the Caucasus.

In the meantime, the situation in Army Group B's area continued to deteriorate. Von Manstein's fear of Army Group Don still being cut off prompted him to advise O.K.H. (Army High Command) that, given the fact that the ratio of Russian forces to his own and those of Army Group B were somewhere around 1:8, it would, therefore, be necessary to improve this ratio.

During the night of February 12, the army group, now called Army Group South, moved its headquarters to Zaporozhye. The following night von Manstein received a reply from O.K.H., which stated that a new army would be deployed on the line Poltava-Dnepropetrovsk and still another behind 2nd Army's southern wing. But the deployment never took place and Army Detachment Lanz was deployed instead. This command was placed under Army Group South as was Army Group B's area including Belgorod. The 2nd Army was given to Army Group Center and Army Group B was withdrawn from the German order of battle for the Eastern Front.

By this time, Adolf Hitler had handed Army Detachment Lanz an impossible task. Not only did he want Lanz to hold Kharkov but he also expected his army detachment, along with the SS Panzer Corps, to strike out toward Lozovaya in an attempt to relieve the pressure on Army Group South's left flank.

Von Manstein recommended to Hitler that perhaps the best course of action would be to attack the Russian forces south of the city instead of trying to hold Kharkov. But Hitler simply reaffirmed his orders to Lanz that Kharkov be held at all costs. On February 15, however, Russian forces under Golikov's command closed on the city from three sides and, despite Lanz's orders to the contrary, the commander of the SS Panzer Corps, Paul Hausser, ordered his command to pull out. Hitler went into a rage but Hausser was not about to allow his command to be surrounded and trapped in another Stalingrad.

At the moment, however, von Manstein had more immediate concerns of his own. Not only were the Russians advancing toward Pavlograd and Dnepropetrovsk in force, thereby threatening Army Group South's railway link through Poltava, but O.K.H.'s assurance that thirty-seven troop trains per day of reinforcements would be sent through had, on February 14, amounted to only six. On top of this, Army Group Center informed von Manstein that they would be unable to render him any assistance. Their 2nd Army, formerly a part of Army Group B, was in the process of falling back before the Russian advance west of Kursk.

In response to the overall situation, Hitler decided to pay von Manstein a visit at his headquarters in Zaporozhye. He arrived there at noon on February 17 and von Manstein proceeded to brief him on the situation. Accordingly,

 

Army Detachment Hollidt had reached the Mius positions that same day, closely pursued by the enemy.

First Panzer Army had halted the enemy at Grishino, but not yet finished him off. In the Kramatorskaya area, likewise, the battle against the enemy forces which had come over the Lisichansk-Slavyansk line was still undecided.

Army Detachment Lanz, having evacuated Kharkov, had withdrawn south-west towards the Mosh sector.

 

Von Manstein went on to say that he intended to leave the balance of Army Detachment Lanz at Kharkov and take the SS Panzer Corps and proceed as follows:

 

The SS Panzer Corps was to thrust south-eastwards from the Krasnograd area in the general direction of Pavlograd, thereby coming into concert with Fourth Panzer Army as it moved up there. The job of these forces would be to smash the enemy advancing through the broad gap between First Panzer Army and Army Detachment Lanz. As soon as this had been achieved and there was no further danger that Army Detachment Hollidt and First Panzer Army would be cut off, we should proceed to attack in the Kharkov area.

 

Hitler refused. He was still determined to recapture Kharkov first.

During the course of their three day meetings, the two Russian commanders, Golikov and Vatutin, unlike Hitler and his field marshal, began to cooperate more closely with one another as to their objectives. They decided that the Voronezh Front would provide support to the South-Western Front, which now had Dnepropetrovsk as its immediate objective, by pushing on toward Poltava and Kremenchug.

Vatutin ordered 6th Army to strike first at Zaporozhye and then Melitopol. Popov's Mobile Group, with its armor strength down from one hundred and thiry-seven to fifty-three tanks, was to attack Stalino and then Meriupol while 1st Guards held the line Slavyansk-Nizhne Gorskoe with its remaining strength after transferring part of it to Popov and 6th Army. Vatutin's last two armies, 3rd Guards and 5th Tank, were to push on toward Stalino from the east in conjunction with Southern Front forces, which were to advance on Stalino from the southeast.

All in all, the expansion of offensive operations on the part of Golikov and Vatutin, with the approval of the STAVKA, came as a result of the two commanders believing that the Germans were attempting to withdraw toward the Dnieper. But, while Golikov and Vatutin trusted and believed in their intelligence, Hitler, on the other hand, refused to believe or at least admit that forces belonging to both were actually pushing their way through the gap between Army Detachment Lanz and 1st Panzer Army.

When von Manstein saw Hitler again on February 18, the Russians had made several penetrations along the Mius line and the Russian cavalry corps behind this line at Debaltsevo had not yet been destroyed. Furthermore, Popov's Mobile Group was still on 1st Panzer Army's flank at Grishino. But what appeared to be of greater significance was that the Russian 267th Rifle Division had been reported south of Krasnograd and the 35th Guards Division, which included a tank battalion, had captured Pavlograd. As von Manstein said, “[T] here was now incontestable evidence that the enemy in the gap between First Panzer Army and Army Detachment Lanz was indeed advancing in force against the Dnieper crossing.”

In addition, the SS “Totenkopf” Panzer Grenadier Division, en route to join Army Detachment Lanz for Hitler's anticipated counterattack against Kharkov, was stuck in the mud somewhere between Kiev and Poltava. As a consequence, Hitler finally agreed to allow von Manstein to put his plan into effect and the SS “Das Reich” Panzer Grenadier Division was ordered to advance toward Pavlograd while the SS “Leibstandarte” Panzer Grenadier Division was to provide cover for 4th Panzer Army against Russian forces pushing southward from Kharkov.

As it turned out, Hitler's thinking had been changed not a day too soon, for, on February 19, the Russians reached the railway station of Sinelnikovo which not only blocked the main supply line to Army Group South's center and right wings but also brought them to within 35 to 40 miles of von Manstein's headquarters and Hitler himself. Fortunately, for von Manstein at least, Hitler boarded his plane that afternoon and left. In so doing, von Manstein was allowed complete freedom of action – a rare occurrence in Hitler's Wehrmacht.

Throughout Hitler's stay at von Manstein's headquarters, the Russians were still under the impression that the Germans were withdrawing toward the Dnieper. Although reconnaissance planes reported the movement of German troops and a concentration of German armor on February 19 and 20, it was decided that the German armor was simply being employed to cover the withdrawal. But, on the morning of February 20, von Manstein's troops and armor attacked instead.

In his war memoirs, published in 1955, von Manstein provided a brief but concise account of his situation and courses of action on February 20.

 

On 20th February the picture of the enemy's operational intentions became completely clear and proved to be exactly as we had anticipated.

On our eastern front the enemy attacked Army Detachment Hollidt's positions on the Mius, breaking through at three main points.

To cut our communications over the Dnieper he appeared to have committed – in addition to the forces held up by us at Grishino and Kramatorskaya – an army with a strength of three rifle divisions, two tank corps and some cavalry.

Simultaneously he was trying to break through the weak front of Army Detachment Kempf (General Lanz having now been relieved by General Kempf) to the west and south-west of Kharkov. Furthermore, he was making a bid to envelop this Army Detachment on its north-western wing and – by reaching further north – to outflank it completely.

In the face of these developments the Army Group had two different things to accomplish. It must try to hold the eastern front on the Mius to the best of its ability – though whether it could do so with such limited forces and without any reserves was an open question.

Secondly, it must use Fourth Panzer Army to bring about the quick defeat of the enemy in between First Panzer Army and Army Detachment Kempf in order to prevent its own isolation from the Dnieper crossings. If it failed in this, most of the Army Group's forces would shortly be immobilized through a lack of motor fuel.

Once it had been possible to beat the enemy forces between the Donetz and Dnieper, it would depend on how the situation had developed in the meantime whether we could immediately thrust northwards with all our mobile forces in order to restore the position of Army Detachment Kempf. On the other hand, it might first be necessary for Fourth Panzer Army to fight another action in the area of First Panzer Army if the latter had still not succeeded in dealing on its own with the enemy at Grishino and Kramatorskaya.

In any case we must hold off on our northern wing, i.e., in Army Detachment Kempf's area, for the time being. All that the latter could be given to do at present was to bar the way to the Dnieper, be it through Krasnograd to Dnepropetrovsk or through Poltava to Kremenchug, by putting up the toughest possible resistance. Should the enemy by any chance be aspiring to reach Kiev (and the many signs that he was were making Hitler increasingly apprehensive), we could only wish him a pleasant trip. Such a far-flung outflanking movement was hardly likely to achieve any positive results before the muddy season set in.

 

As the counterattack began, the SS “Das Reich” Panzer Grenadier Division tore into the right flank of the Russian 6th Army as the Luftwaffe provided support. In the meantime, 40th Panzer Corps of Mackensen's 1st Panzer Army pushed northward to attack Popov's Mobile Group which also came under attack from the Luftwaffe around Pavlograd. When 40th Panzer Corps struck, Popov only had twenty-five tanks left and, on the night of February 21, he put in a request to Vatutin that he be allowed to withdraw to the north of Krasnoarmeisk. Vatutin, however, merely reiterated his earlier orders. That same night Vatutin ordered the commander of 6th Army to continue his advance. But fuel and ammunition shortages were beginning to take a toll. A tank division belonging to 25th Tank Corps of 6th Army came to a halt just 10 miles outside Zaporozhye for lack of fuel. Eventually, 48th Panzer Corps of Hoth's 4th Panzer Army cut off 25th Tank Corps as the former advanced toward Pavlograd. In the meantime, Popov's Mobile Group was withdrawing toward the northwest as it tried to hold off 40th Panzer Corps and prevent the Germans from breaking through to Barvenkovo northeast of Pavlograd.

During this time, the Russian cavalry corps at Debaltsevo was finally forced to surrender after being surrounded. And, on the Mius line, Army Detachment Hollidt continued to maintain its position although a Russian mechanized corps did break through at Matveyevkurgan only to be surrounded as well.

Furthermore, the 69th and 3rd Tank armies under Golikov's command, which were ordered to turn toward the south and strike the SS panzers attacking 6th Army south of Kharkov, were halted themselves when they ran into the “Grossdeutschland” Panzer Grenadier Division. And, by February 24, a number of units belonging to 6th Army were surrounded as Popov's Mobile Group withdrew toward Barvenkovo.

Although Popov had recently received reinforcements, his Mobile Group still consisted of no more than a total of thirty-five tanks. What remained of Popov's Mobile Group and a much diminished 1st Guards Army continued to try and prevent 40th Panzer Corps from breaking through. The STAVKA then ordered Golikov on February 28 to detach and send 3rd Tank Army to Vatutin to be employed in a counterattack against the SS panzers attacking 6th Army. But the counterattack never got under way. Before 3rd Tank Army could form up, it was attacked by German armor and aircraft and, by March 4, was almost completely surrounded.

When the 6th and 1st Guards armies withdrew to and crossed the frozen Donetz, they were both in fairly bad shape. Popov's Mobile Group ceased to be an effective fighting force and 25th Tank Corps, or the spearhead of 6th Army, was practically destroyed. In addition, there were other tank corps, tank brigades, rifle divisions, etc., which were either demolished or else severely damaged. The Russians left about 23,000 dead on the battlefield along with 615 tanks, 354 field pieces, 69 AA guns, and scores of machine guns and mortars. Only about 9,000 prisoners were taken. A number of potential prisoners managed to escape back across the Donetz since the German forces, which were mainly armored, had been unable to seal off the escape routes altogether. Also, the tendency for German troops to gather in and around villages to try and escape from the cold, especially at night, allowed, in turn, for perhaps a fair number of Russian troops to escape.

As far as the Russian forces that crossed the Donetz were concerned, von Manstein said, “One felt a strong temptation to chase the enemy across the still frozen river and take him in the rear in and west of Kharkov.” But von Manstein knew that the Russian forces on the Berestovaya southwest of Kharkov still remained to be dealt with. And the only thing that could have halted von Manstein's mobile formations was a thaw and, with it, the mud. Fortunately, for von Manstein, the brown sticky mass did not appear until later on that month.

Von Manstein, during the course of the ensuing battle of Kharkov, considered his objective not to be the city itself but rather the destruction of the Russian forces in and around it. By March 5, Hoth's 4th Panzer Army had cut up and captured part of 12th and 4th Tank Corps, a cavalry corps, and three rifle divisions belonging to 3rd Tank Army in a small pocket at Krasnograd. Accordingly, 12,000 Russians were killed and 61 tanks, 225 guns, and 600 motor vehicles were captured.

A change in the weather, however, proved favorable to the Russians at this point. As a consequence, 4th Panzer Army was unable to cross the frozen Donetz or Mosh in order to get into the rear of Golikov's forces harassing Army Detachment Kempf at Akhtyrka and Poltava. Therefore, 4th Panzer Army, including Hausser's SS Panzer Corps, reinforced by the SS “Totenkopf” Panzer Grenadier Division, attacked northward from Krasnograd on March 7. Eventually, the Russian forces at Akhtyrka and Poltava began to withdraw toward Kharkov and Belgorod with Army Detachment Kempf in pursuit.

On the morning of March 9, General Hoth ordered Paul Hausser to employ his SS Panzer Corps to seal off the city by a coup if the opportunity presented itself. Hausser then placed his divisions, the SS “Totenkopf”, “Leibstandarte”, and “Das Reich”, in position and, on the night of March 10, received an order from Hoth to retake Kharkov. Accordingly, the SS Panzer Corps was to employ its eastern wing to cut the Kharkov-Chuguyev road while the city was to be attacked from the northeast and sealed off from the west.

The following morning the SS “Leibstandarte” Panzer Grenadier Division broke through the city. While it became engaged with a Russian armored brigade and rifle division in the southeastern part of Kharkov, another Russian unit, 25th Guards Rifle Division, was holding up 40th Panzer Corps about 30 miles to the south on the Mosh. As a consequence, Hoth ordered Hausser to send the SS “Das Reich” Panzer Grenadier Division around Kharkov from the north and attack 25th Guards Rifle Division from the rear.

At the time that Hausser received the order, however, elements of the “Das Reich” Division had penetrated the western edge of Kharkov. Hausser then decided, contrary to Hoth's orders, to push the SS division through the southern part of Kharkov. But Hoth reiterated his orders and Hausser complied. Afterward, the road to Chuguyev was cleared and, on March 15, the battle of Kharkov came to an end.

Von Manstein's counterattack had indeed been a success and perhaps one of the most brilliantly executed plans in recent military history. The Russian advance had been halted and pushed back and the Germans once again held the old line of the winter of 1941-42. But von Manstein's brilliance was not the only factor that eventually led to German success in South Russia. The Swiss spy network, known as Operation Lucy, had provided Stalin and the STAVKA with the wrong information. Hitler and von Manstein, despite their differences, had no intention of retreating to the Dnieper. The spy network, although they did have access to the German higher commands, were operating in the dark. After Hitler met with von Manstein, he did not fly back to the Wolfsschanze but instead flew to Vinnitsa. As a consequence, the spy network had nothing more to go on except hunches. There were no spies at Vinnitsa or Zaporozhye and von Manstein was, for all practical purposes, in direct command and control in South Russia.

 

Sources 

Carell, Paul. Scorched Earth: The Russian-German War, 1943-1944. Translated from the German by Ewald Osers.

    Boston: Little, Brown, and Company, 1970. 

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

Manstein, Field Marshal Erich von. Lost Victories. Foreword by B.H. Liddell Hart. Introduction by Martin

    Blumenson. Bonn: Athenaum-Verlag, 1955; reprint, Novato, California: Presidio Press, 1994. 

Read, Anthony, and David Fisher. Operation Lucy. New York: Coward, McCann & Geoghegan, Inc., 1981. 

Seaton, Albert. The Russo-German War, 1941-45. London: Arthur Barker Limited, 1971.


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