Army Group South on the Road to Rostov

On June 22, 1941 Nazi Germany launched it's invasion of the Soviet Union (codenamed Operation Barbarossa). The Germans concentrated the bulk of their effort in three massive Army Groups (North, Center, and South). In this article, we shall take a look at Army Group South's operations during Barbarossa as well as examine the condition in which the Army Group stood as several key points in the campaign. In this way we can better assess how and why Army Group South fell short in terms of taking its objectives for Barbarossa. In addition, we can see how well the Army Group was set up for meeting the goals to be assigned during Germamy's 1942 follow-up to Barbarossa: Operation Blue. Moreover, we can get a better sense of how much qualitative factors came into play (for instance manpower and material shortages) versus qualitative (for example, German decision making, logistical support, and asset allocation between the three army groups) in determining the extant of Army Group South's success or lack thereof.

Field Marshall Gerd von Rundstedt led Army Group South. He he had several key goals for Barbarossa's first months. These included defeating the Red Army's forces assembled west of the Dnieper River, and seizing the Ukraine. Of vital importance to both Germany and the Soviet Union, the Ukraine featured tremendous natural and industrial resources (especially in the Donets Basin). From there the Ukraine represented an important objective for the Germans for another reason. That's because control over the Ukraine would provide the Germans with a springboard for seizing Southern Russia's even more vital natural and industrial resources. Nevertheless, before that could happen Army Group South needed to not only accomplish it's first two objective but also had been tasked with supporting Army Group Center’s flank. In spite of all of that Army Group South lacked the wealth of resources assigned to Army Group Center. Moreover, the Carpathian Mountains divided Army Group South and it's assembly areas for Barbarossa into two distinct wings to begin the campaign. In Romania Rundstedt deployed the German Eleventh Army, with 175,000 men, and two Romanian armies (The Third and Fourth). The combined German/Romanian armies (a problem in and of itself as no other German Army Group commander in Eastern Europe was forced to deal with the issues posed by coalitional warfare) had as their initial goal defeating Major-General Ivan Tyulenev’s 320,000 man Odessa Military District, taking back Romanian territory occupied by the Red Army, as well as driving into the Soviet Union proper, and along the Black Sea toward the Crimea.

Further north and in the gap between the Carpathian Mountains and Pripet Marshes, Rundstedt had deployed Panzer Group One as well as the German Sixth and Seventeenth Armies. In total some 797,000 men, when including support troops and the Hungarian Major General Ferenc Szombathelyi's roughly 100,000 man Carpathian Army Group that joined Rundstedt's command one week after Barbarossa began  Army Group South's northern wing clearly held far more combat capability than it's southern wing but it also faced a much more difficult task in terms of defeating the forces arrayed against it. Soviet General Mikhail Kirponos led perhaps the Red Army's most powerful command: the 870,000 man Soviet Southwestern Front which was not only massive in size but contained some of the Red Army's best mechanized units; including the 8th, 9th (led by General Konstantin K. Rokossovsky - a man who would go on to distinguish himself as one of the Red Army's Generals during the war), 15th, 19th and the 4th Mechanized Corps (with the latter primarily comprised of the 8th Tank Division). On paper the Southwestern Front’s mechanized corps deployed a staggering combined total of 3,427 tanks, including 713 medium/heavy tanks (with the 8th Mechanized Corps deploying 858 tanks at the high end in terms of numbers and the 4th Mechanized Corps 258 tanks on the low end).

However, if the Southwestern Front was an anomaly in terms of the lavish numbers of tanks it had been assigned, it proved to be otherwise regrettably ill-prepared for facing off against the German army, much like it's peers to the north and south. In particular the Southwestern Front's ranks had hardly gelled as a coherent fighting force. For example, the draftees and other men in the Southwestern Front not only lacked adequate training but struggled to even communicate with each other given language barriers. The Soviet 19th Tank Division, to name just one unit experiencing such problems, had seen it's ranks fleshed out with 2,000 men who could not speak Russian. There were also rampant shortages in trucks and communications equipment. This would make conducting mobile operations problematic throughout the Red Army regardless of how debilitating such inadequacies would prove to tank heavy formations like the Southwestern Front. From there, command and control was not only hampered by an overreliance on telegraph and phone lines - but by the Red Army's decision to order Kirponos to move his headquarters from Kiev to Ternopol only on June 19th. And he wasn't the only one on the move. On June 15th the head of the Kiev Military District (which would become the Southwestern Front at the onset of hostilities) Ivan Bagramian received orders to from the District's second echelon and into the first echelon five full rifle corps. Ordered to conduct this move at night, it was still in progress when the Germans hit - adding to the chaos and further hindering the Southwestern Front's response to Army Group South.

Though this article is primarily examining Army Group South's combat operations during Barbarossa, it's important to understand how it was an otherwise numerically imposing foe could end being bested by Axis forces that could, to cite just one metric, hardly match let alone come close to the paper strength of the Southwestern Front's tank units. As such, let's break down further the deficiences mentioned in the previous paragraph. First off, it's important to remember that in 1941 the Mechanized Corps was supposed to represent the pinnacle of the Red Army's hitting power. These mechanized corps were made up of numerous sub-units but the most important were their component tank divisions. So, let's take a look at one of the many tank division's that were part of the Southwestern Front: The 9th Mechanized Corp's 20th Tank Division.

Led by General M.E. Katukov (a man who would become one of the war's best tank commanders) the 20th Tank Division was supposed to have 375 T-34 and KV-1 medium/heavy tanks in two tank regiments. In reality, when the Germans invaded Katukov could only count on 33 BT series light tanks available for combat operations. Katukov's problems hardly stopped there. The signals battalion possessed training radios, the pontoon bridging battalion had been converted to a rifle battalion due to a lack of equipment. There were not nearly enough trucks and other such vehicles on hand. Perhaps even worse, and according to a report filed by Katukov on March 10, 1941, the headquarters only had 43% of its assigned personnel. Of those present many were unable to discharge their assigned duties because of a lack of training or suitability to the role. This proved true across the division. In terms of the corporals, the division was short 1,910 men. Of those present Katukov writes "211 are of non-Russian nationality and have poor knowlege of the Russian language. Two are Germans, 1 is a Persian, 7 are illiterate and 70 are poorly-educated; 11 men have been reduced in rank to private for disciplinary reasons, 18 arrived in the army by court order or are convicts, 12 men have family members who've been repressed, and 20 men are unfit for combat service." (quoted from Valery Zamulin's The Battle of Kursk; Controversial and Neglected Aspects at page 324). These language barriers were a real impediment - particularly given that seamless communications were absolutely essential to getting different combat arms to work together effectively. These language barriers and the difficulty of incorporating non-Russian Soviet citizens into the Red Army were part and parcel of longstanding problems dating back to the 1920s and for which there hadn't been an easy short term solution. This also shows something else, though the larger population of the Soviet Union is often cited as one reason Germany was biting off more than it could chew this misses an important distinction - much of that population was not really a source for readibly assimilatable recruits into the Red Army. More importantly, as the Germans moved east they were seizing by far the most heavily Russian speaking areas in the country or the parts of the country where the majority of the Red Army's best recuits could be found.

Thus, the substantially smaller German speaking areas of Central Europe could easily hold their own in terms of turning out high quality recruits for the Wehrmacht on a number very much comparable to their Soviet foe. For instance, Panzer-Regiment 15 of the German 11th Panzer Division (then fighting with Army Group South) had been recruited almost entirely from Wehrkriess VIII in Silesia. The men not only spoke the same language, but the same dialect, went to the same schools, grew up together and had an inherent bond between them that Katukov could only dream of for his decidedly less cohesive 20th Tank Division.  Katukov goes on to write that he could whip his men into shape, but that wouldn't be possible unless the men fully trained until September of 1941. The Germans would not give Katukov or the Red Army the time it needed to work out issues such as these that proved the rule rather than the exception in a Red Army that had more than doubled in size in just a few years.

For it's part, Army Group South's strength had been concentrated in General Walther von Reichenau's Sixth Army, and General Ewald von Kleist's Panzer Group One. The qualitative differences between these groupings and the Soviet Southwestern Front could not have been starker. Reichenau and Kleist's commands possessed a plethora of competent to well above average corps and divisional level leaders. To that end, Panzer Group One featured such notable generals as Eberhard von Mackensen, commanding the III Motorized Corps, Werner Kempf, commanding the ILVIII Motorized Corps, Gotthard Heinrici, commanding the 16th Motorized Division, Ludwig Cruewell, commanding the 11th Panzer Division and Hans-Valentin Hube, commanding the 16th Panzer Division. Perhaps just as importantly and at the battalion level the German forces featured large cadres of veteran officers with training and combat experience the Red Army couldn't as of yet hope to match. In addition, Panzer Group One had been well organized for conducting combined arms mobile operations while both it and the Sixth Army were loaded with veteran manpower. Ironically, many of Panzer Group One's panzer divisions were not much older than the mechanized corps they faced. For instance, the 11th Panzer Division was activated only in July of 1940 and not really formed until September of 1940 when the motorized 11th Shutzenbrigade was combined with the 15th Panzer Regiment. But because of the reasons discussed here, particular those involving the fact the Germans were leveraging established doctrine, training, and the combat experience of major component formations used to build their newest panzer divisions, as well as leadership divisions such as 11th Panzer represented a vastly more effective combat grouping than even much bigger Soviet formations.

In terms of armored fighting vehicles Panzer Group One had been outfitted with 638 tanks, 18 tank destroyers, 42 assault guns (in two battalions) and 54 armored cars equipping five panzer divisions, four motorized divisions, six infantry divisions, one tank destroyer battalion, two assault gun battalions, and fourteen motorized artillery battalions. Nevertheless, in taking a closer look at Panzer Group One's armored complement we find a more mixed picture. The 9th, 11th, and 16th Panzer Divisions could each put around 130 tanks into the field - with, on average, 91 Panzer III and IV tanks comprising that number. On the other hand, the 13th and 14th Panzer Divisions only deployed 47 Panzer III and IV tanks in each of their tank parks. This meant that 219 obsolete Panzer I and II tanks constituted a third of Kleist's tank strength. This shortage of medium tanks would show up most critically in the weeks to come against the Soviet Southwestern Front's approximately 2:1 advantage in medium and heavy tanks combined. On the other hand the Southwestern Front had been poorly deployed, scattered as it was over hundreds of miles. In comparison, the Germans had concentrated Panzer Group One and the Sixth Army on narrower frontages allowing them to direct considerable firepower against an otherwise quantitatively superior foe. Moreover, there remained a huge difference between the Southwestern Front's tanks on hand and those that were actually operational. Spare parts shortages plagued the Soviet tank units. As did a need to engage in exceedingly long road marches to reach the battlefields during Barbarossa's initial days. In one such instance the Soviet 8th Mechanized Corps suffered mechanical losses of fifty percent following a 300 mile road march to the front. In contrast the German panzer divisions were assembled and ready to strike. For example, on April 1, 1941 the 11th Panzer Division had a fighting strength of 13,559 men with 143 operational panzers (71 Panzer III and 24 Panzer IV), 36 towed artillery pieces, 51 towed anti-tank guns, forty-five anti-aircraft guns (either mounted on half-tracks or trailers). Add in mortars, rockets (the division had attached a battalion of fifteen Nebelwerfer firing either 28cm or 32 cm rockets), infantry guns, armored cars, half-tracks for other purposes, and supporting units and you have in this single panzer division the kind of integrated combined-arms firepower that proved a major reason why the Germans were able to cut through and all too often destroy much larger (on paper) Soviet Mechanized Corps.

Given all of the above, it is perhaps no surprise that on Barbarossa’s first day Panzer Group One quickly penetrated into the Soviet interior. German air attacks crippled the Red Army Air Force (VVS). In the Fronts opposing Army Group South the Luftwaffe hit twenty-nine Soviet airfields on the first day alone. Soviet communications networks, over-reliant on telephone lines easily cut, not only were badly degraded by the German air attacks, special forces operations, and artillery barrages but the fact that so many of the Soviet rifle and mechanized corps were on the road or being ordered to counter-attack in an environment where Soviet radio communications remained spotty at best as poorly trained radio operators often failed to properly use radio equipment that at its best worked in an only intermittent fashion. On top of that, the obsessive security measures in the Soviet police-state and ongoing terror created by the purges left many radio operators unable to use their equipment as codewords and frequencies were all too often not transmitted down the chain of command until far too late. And without receipt of codes the default response of radio operators terrified of being shot for transmitting in the open, even when if the Germans heard there would not be enough time to respond at for example the tactical level, or rightly fearing being targeted by the Luftwaffe blanketing the airspace over the battlefields, meant they often simply transmitted nothing. Likewise, commanders reliant on telephone communications were loathe to use radios in lieu even when the phone lines were cut because this would mean needing to move their headquarters frequently too avoid being targeted by triangulating German signals teams capable of calling in deadly artillery or air strikes. This became more problematic when after extended delay the Red Army and Soviet leadership finally responded to the German invasion by calling for highly aggressive counterattacks - regardless of the fact many units were far from ready. Nevertheless, this didn't stop them from trying but units on the road in a Red Army with a communications network that hardly functioned meant Soviet command and control disintingrated even further.

Perhaps it is no surprise then that the Red Army had no answer for the German combined-arms kampfgruppen with for instance 11th Panzer Division's lead elements organized into three such kampfgruppen. In looking at the lead kampgruppe of the three kampfgruppe's initially organized for Barbarossa's first day from Panzer-Regiment 15 we see that it deployed with: a panzer platoon on point followed by a rifle platoon in half-tracks, then a battery of 88's, the command group from II./15, the remainder of the 6. Panzer Kompanie, the regimental command group, a light flak platoon comprised of half-track mounted 20mm cannon, the remainder of 11./15, another battery of 88's, a second light flank platoon, 2. Kp./S.R. 110 (or the 2nd company from the division's 110th motorized infantry regiment), and engineer platoon, and a battery of towed artillery. Needless to say, this arrangement of combat arms meant that virtually any contingency could be addressed in a flexible and brutally quick fashion. 

However, what might be surprising is that in spite of the huge German advantages in doctrine, organization, leadership, experience, training, plus all of the difficulties Kirponos experienced in terms of moving and directing his men  the fact remains that Kirponos was still able to respond to the German attack with a number of counterattacks. Though the Germans largely shrugged these off, doing so took time. Worse yet, from the German perspective, many Soviet units proved capable foes. For instance, on June 24th Katukov's 20th Tank Division, in spite of the litany of problems cited above, managed to temporarily halt the 13th Panzer Division's advance - albeit suffering heavy losses in tanks and men alike. Meanwhile the Southwestern Front had gone all in on stopping Panzer Group One. Near Brody and Dubno a massive armored battle developed that in fact would be the war's largest until overshadowed by the fighting near Kursk in the summer of 1943. The Southwestern Front committed Major General M.I. Potapov’s Fifth Army and five full mechanized corps and elements from two other mechanized corps to a series of huge counterstrokes, but struggled to coordinate their efforts. Soviet command and control difficulties, along with endemic transport problems, proved particularly debilitating. On top of that the Germans moved too fast and the Luftwaffe dominated the skies over the region - all of which played havoc with Kirponos' efforts to match his orders with the cumbersome reality of his Mechanized Corps. That said, the intense Soviet counterattacks, which at times saw the Germans give up ground - such as when the 57th Infantry Division was forced to retreat six miles, took nearly a week for the Germans to shrug off. Nevertheless, only on June 30th was Panzer Group One fully able to drive east once more and on toward Kiev.

The Soviet inability to effectively bring together the different combat arms and operate them together as a team stood in polar opposite to the coordinated actions of German Kampfgruppen featuring motorized infantry, armor, engineers, anti-tank, reconnaissance, and artillery combined into brutally effective groupings of mobile firepower directed by officers possessing the autonomy to make and execute decisions in a fraction of the time it took their opponents to recognize no less respond to what was happening. Overall, the coordination between the Red Army's various combat arms was ineffective at best, vitiating the efforts of even talented leaders. For instance A. A. Vlasov’s  and K.K. Rokossovsky would rank as two of the Red Army's better leaders during Barbarossa (albeit with Vlasov destined for infamy as a traitor to his own country). Nevertheless, both Vlasov's 4th Mechanized Corps and Rokossovsky’s 9th Mechanized Corps failed to produce effective outcomes; and did so largely for reasons outside these commander's control. In part this is because of what the Germans were doing in terms of holding the initiative, conducting up tempo operations, and enjoying air superiority not only over the battlefield but behind Soviet lines as well. In part the Soviet inability to brake the German advance also fell apart because of incredibly serious logistical and transport issues. In addition, reconnaissance, intelligence (with even army level headquarters intelligence staffs undermanned, overworked, and often undermined by continuous turnover), and command and control issues proved especially problematic and would do so for years to come. None of which was helped by a lack of quality communications equipment. For instance, the 11-AK truck mounted radio set proved highly unreliable but the paucity of radio's was particularly damning. For instance, on June 1st the Red Army had 832 T-34 tanks and yet only 197 were equipped with radios and for the use of unit commanders. In addition, the radio equipment itself almost never worked properly. The 71-TK-3 radio set in most tanks was supposed to offer tank commanders a range of up to 15 kilometers to conduct tank-tank communcation. Instead, they were lucky when moving if they could communicate when within six kilometers of each other and that was assuming the fickle radio set even worked. On top of that the Germans systematically targeted the few radio-equipped command tanks. This then threw Soviet armored units into complete disarray as the chain of command was completely broken. However, and beyond signals and intelligence problems, a lack of tactical and operational reconnaissance would plague the Red Army from battalion to regiment to brigade up to army level - and this would continue through much of the war. Thus, it was far from uncommon to have a Soviet unit arrive on the scene of a battle and just be thrown into the middle of it with all of the nasty surprises such a course of action brings.

Beyond all of that, one of the biggest problems the Red Army faced was a dearth of well trained and experienced operational and tactical level commanders. Accordingly, it is perhaps no surprise that when the Red Army came up against a German army with nearly two year's experience honing its ability to conduct combined arms warfare that it's officer corps came up lacking. Soviet officers struggled to understand how to assess developing situations in a timely or accurate manner and failed to cooperate with other nearby units. The lack of cooperation and situational awareness would prove endemic throughout much of the war as all too often Soviet units fought as if they were alone - almost completely ignoring the benefits that could be provided by working more closely with neighboring commands. This failure to coordinate even proved commonplace within many unit's headquarters staff. It was not uncommon to see Soviet officers and their staffs failing to prepare for the fact that battles and plans almost never went according to what was expected and thus not taking the time to plot out how to respond to situations in advance. This failure to anticipate was a crucially important factor in slowing the Soviet tempo of operations. Perhaps it is no surprise then that when it came time to do more complex tasks, like bringing together tankers, artillerymen, infantry, and engineers to fight as a team, that failure proved the norm rather than exception. Consequently, Soviet tank units would be attached to rifle units and then parceled out, or sent into unsupported headlong rushes at the Germans by officers that didn't have the first clue as to how to properly employ armor. And this is not to say that the talent wasn't there. Countless numbers of Soviet officers distinguished themselves during the war as some of the best tactical and operational level leaders in the world. But getting to that level of expertise took time and in lacking appropriate training and experience they had to learn in the most unforgiving environment possible. Even officers with the appropriate training in mobile warfare and that had managed to survive the purges still reacted to the shock of combat as so many do when imbued with theoretical knowlege but not practical experience in the high stress, constantly changing reality that is modern warfare. As it was and even four years later as the Red Army was driving into the heart of Berlin it was still very much an army that struggled with issues like combined arms warfare, command and control and the like - all indicative of a lack of good leadership spread consistently through the ranks. For instance, at the top level and by the war's final year you had men like Rokossovsky and Katukov to name two (at the Front and Army level respectively) that were superb leaders; having honed their craft over decades of theoretical experience and then in combat. There were many others like them as well and by the war's end the Soviet command cadre at the Front and Army level was generally of a high quality. By 1945 the Red Army also had many experienced fully blooded junior level combat leaders who were also exactly what an army would want. Nevertheless, throughout the war the Red Army struggled to produce a deep enough bench of divisional and corps level leaders (though as the war went on more of these leaders emerged) of a comparable quality to German divisional leadership.

Poor training at the lowest levels, and not just in regards to the officers, also greatly complicated Soviet efforts. For instance the Soviet 41st Tank Division had (on paper) 358 tanks including 31 brand-new KV-2 heavy tanks mounting massive 152mm howitzers. Regardless the crews had as yet not been trained on use of the KV-2's and ammunition for them was next to nonexistent. Inadequate training for tank crew had all kinds of negative effects. For example Soviet tank drivers lacked the confidence to take on difficult terrain that often provided the most protected methods of movement such as found on the reverse slopes of hills or through gulley’s. Instead, they preferred to drive along roads and hillcrests that opened their vehicles up to the full panalopy of ground and air based German weaponry. Soviet tank gunners that often went into battle having fired hardly more than a wholly inadequate number of shells on the range couldn't hope to match German tank gunners with vastly more experience; including in combat. From there From there of the 41st Tank Divisions armor complement 312 of the tanks were T-26's with no spare parts. Though armed with a 45mm cannon the only T-26's with radios were the company commanders. This was made all the more apparent by the circular pipe antenna fitted around the T-26's turret - the Germans quickly learned to target these tanks leaving the rest of a Soviet tank company utterly rudderless and thus able to be picked apart. However all of this did not mean the Soviet officers and men wouldn't fight. Bravery was far from in short supply and in spite of the litany of problems detailed above showing how an immense Red Army could be bested by a smaller but qualitatively superior foe the Germans still had to work hard for what they won - parrticularly in the Ukraine. By June 30th Rundstedt and his staff were becoming more than a little concerned as to how it was they were going to actually be able to completely destroy the hard fighting and relentlessly counterattacking Soviet army's in the Western Ukraine.

Regardless of the aggressive Soviet counterstrokes (many of which being delivered by Rokossovsky's 9th Mechanized Corps) by July 9th the German Sixth and Seventeenth Armies as well as Panzer Group One had penetrated to within 90 miles of Kiev. Moreover, as of July 10th the Red Army's forces in the Ukraine had taken a fearful pounding. All told the Red Army's forces opposing Army Group South had endured 241,594 casualties that included 172,323 killed or captured along with the total loss of an astonishing 4,381 tanks, 5,806 artillery pieces, mortars, and anti-tank guns, and 1,218 aircraft. The six mechanized corps initially part of the Southwestern Front had lost nearly all of the roughly three thousand tanks with which they had started the campaign. By August 1st they could muster only 7 KV, 57 T-34, 121 BT-series, 74 T-26, 22 T-28, and 8 T-37 tanks.  In comparison, and in spite of the hard fighting, by July 2nd Panzer Group One had reported losses of only 2,423 officers and men, albeit while writing off higher material losses that still paled in comparison to Soviet losses at only 89 tanks completely destroyed.

Making matters worse, early in August the German Seventeenth Army and Panzer Group One encircled the Soviet 6th and 12th Army's near Uman about 100 miles south of Kiev. There, the Germans captured 103,000 men (including both army commanders), 317 tanks, 858 artillery pieces, plus seven corps commanders. Meanwhile, the Red Army's immense losses meant it was forced in August of 1941 to disband the Mechanized Corps and most Tank Divisions; replacing them with smaller and ostensibly easier to manage tank brigades and battalions that nevertheless couldn't hope to match up with German panzer divisions. For instance the Tank Division's ostensibly had a shtat (TO&E) of 273 tanks. In August and with their disbandment the largest Soviet armored formations regularly appearing on the battlefield were the tank brigades which now been assigned 93 tanks. By September and with further losses and low production as factories relocated the tank brigade's had their authorized number of tanks reduced to only 67 machines.

Meanwhile, in spite of Soviet difficulties, German losses had climbed considerably. By August 31st Army Group South had suffered 138,504 casualties (including 27,710 killed) and Panzer Group One's material losses had climbed to 174 tanks written off as detroyed along with 2,405 motorized vehicles and 54 armored cars (panzerspahwagen). That said, Army Group South had also replaced 88,760 of the 138,504 casualties (having received 54,000 replacements from Germany and drawing down it's existing divisional Feldersatz battalions by 34,760 men). Moreover, as of the beginning of September Panzer Group One could still report that it retained 78% of its initial armored complement with most of this operational depending upon when panzer divisions received a day or two to rest or refit. The 14th Panzer Division was able to report for instance that on September 10th it had increased it's operational number of tanks to 120 machines (out of 136 initially available tanks). In comparison though the 11th Panzer Division could report on September 10th only 82 of 142 original tanks still in operating condition. However, though the casualty comparisons and equipment losses pointed to an Army Group South very much full of offensive firepower as September began and a Red Army reeling - that same Red Army had still managed to buy something with it's massive bloodshed: time. By the end of August Army Group South had been able to pull off only one major encirclement, seen significant elements of the Soviet forces in the Ukraine retreat rather than being routed as they were further north and had been delayed by the heavy fighting in the western Ukraine. As a consequence it is perhaps no surprise that Army Group South still faced a big problem as the summer began to wind down.

On August 20, 1941 Army Group South's Seventeenth Army had penetrated to the furthest point east of any army in Rundstedt's command - reaching the city of Kremenchug on the Dnieper River. But much of the army group's left flank was hanging in air, falling off several hundred miles to the northwest. Meanwhile 360 miles to the north of Rundstedt's spearheads on the Dnieper Army Group Center’s deepest penetration was only tenuously being held at the embattled Yelna Salient. There Soviet counterattacks had battered the German attackers into holding positions southeast of the Mink-Smolensk-Moscow highway. Army Group Center's right flank mirrored that of Army Group South's left flank, albeit in this instance falling away to the southwest. This meant that rather than being in a position whereby the two Army Group's mutually protected each other there instead existed an intolerable situation. That's because between these two easternmost points of the German penetration there remained a huge triangular shaped chunk of the Soviet Union containing approximately one and a half million Soviet soldiers, mostly concentrated near Kiev.

After much internal debate during the summer of 1941 the German high command decided to move against this massive Soviet grouping of men and machines in the Ukraine. The subsequent German drive to encircle the bulk of the remaining Soviet forces in the Ukraine would go down in history as one of the most immense victories in military history. Army Group Center's Panzer Group Two, led by General Heinz Guderian, turned south, slamming into the new Soviet Briansk Front and its 40th and 21st armies, carving them up and pushing through on toward Kiev. Meanwhile, Army Group South's Panzer Group One exploded from the Kremenchug bridgehead over the Dnieper and drove north. Soviet Field Marshall's Seymon Budenny (commanding the South-Western Direction) and General Kirponos, commanding the Southwestern Front, recognized what was happening as the German armored spearheads penetrated deep behind the front lines and began curling toward each other. Nevertheless, Stalin, in a stunning display of incompetence, ordered his commanders to hold their widly exposed positions and counter-attack instead. However, command and control was already disintegrating. On September 7th German air strikes hit the Soviet 38th Army's headquarters, causing it to lose contact with its entire left flank. As a result the September 10th counterattack launched against Kleist's Panzer Group by the Soviet 38th Army was disjointed and far weaker than it should have been even though it involved armored assets that included the 47th Tank Division, as well as the 3rd and 142nd Tank Brigades (a sizeable Soviet tank force at that time in the war). The decision to rush the counter-attack also contributed to its failure. For instance, the Soviet 304th Rifle Division only had two of its three rifle regiments available as the other was still arriving in the region. Though causing some tense moments in Kleist's headquarters, by September 12th the Germans had shrugged off the 38th Army's effort while the Briansk Front's attempts to derail Guderian's drive south were also falling short.  What happened thereafter was inevitable. By September 15th the German armored pincers, General Walther Model’s 3rd Panzer Division from Panzer Group Two and General Hans Hube’s 16th Panzer Division from Panzer Group One, had linked up 125 miles east of Kiev at Lokhvista.

Guderian and Kleist's Panzer Groups had caught the bulk of the Soviet Southwestern Front (including the 5th, 21st, 26th, and 37th Army) and elements of two other Soviet Fronts (totalling 43 divisions), in modern military history's largest pocket of surrounded men and machines (with such encirclements known by the German as a Kessel). In the days that followed German infantry moved up and to complete the pocket's formation while the Luftwaffe pounded not only the trapped Soviet army's but also crippled Soviet relief efforts. Though the Soviet forces fought very hard, inflicting 46,454 casualties on the two panzer groups and two armies playing the lead role in the operation (albeit this total includes Panzer Group Two's total losses during this time period and thus losses of some units that did not join the encirclement operation), the pocket collapsed on September 26, 1941. The German's had inflicted a staggering defeat on the Red Army, killing over 35,000 men and capturing another 665,212 soldiers from the 760,000 men the Red Army had amassed in the region. The Germans also seized 884 tanks and 3,718 guns and had decimated or destroyed six Soviet armies representing nearly the entire Southwestern Front (having started the war with 870,000 men and yet could only report having 15,000 men remaining after the disaster near Kiev) and parts of the Southern and Central Fronts. The Germans had also locked down control over the Ukrainian breadbasket and brought under their domination the vital manganese ore deposits near Nikopol that were absolutely crucial to increased steel output. Moreover, the Germans had shortened their front lines considerably and freed up 50 Axis divisions (45 German) forming the bulk of two panzer groups and three armies for use wherever the Germans desired. All of which meant the Donets Basin and Southern Russia stood ripe for the picking.

Yet Hitler and OKH instead had already decided to redirect the Wehrmacht’s efforts back to the front’s center for a move on Moscow. A move that was counter to what had been done in the two previous large-scale German campaigns of the war - when taking Warsaw and Paris had ranked as decidedly secondary or even tertiary goals. Ironically, this also contradicted Hitler's previous Supplement to Directive 33 that had been issued on July 23rd whereby he had ordered not only Panzer Group One, but Panzer Group Two and significant other assets to concentrate on taking the entire Eastern Ukraine and penetrate past the Don River well into Southern Russia and the Caucuses. But as a result of the change in plans (codified in Directive 35 on September 6th) Army Group South sent significant assets north (two corps command staffs, one panzer division, two motorized divisions and seven infantry divisions) to Army Group Center for Operation Typhoon and the drive toward Moscow. And this wasn't the worst of it. To redirect their efforts against Moscow the Germans also had to shift Panzer Group Four several hundred kilometers south (placing it between Panzer Group Three and Two) while Panzer Group Two had to turn completely around and head back northeast an equally immense distance. All of which was done at a time when the German rail and logistical network was under immense strain. Far too often such manuevoring is almost blithely explained away when in reality it not only strained the already frayed German supply base but put enormous wear and tear on the German panzer armies (for instance the 11th Panzer Division, taken from Army Group South and given to Army Group Center's newly acquired Panzer Group Four was forced to road march 465 miles to reach its new assembly areas) that were otherwise far better positioned to carry the fight to anywhere but near Moscow.

As it was and in regards to Panzer Group One, even after suffering its huge losses to Army Group Center Rundstedt’s armies flowed into the eastern Ukraine (led by the First Panzer Army; renamed from Panzer Group One in October 1941. Meanwhile, Erich von Manstein's 11th Army (Manstein had replaced General Eugen von Schobert following his death in a plane crash) attacked the Crimean peninsula. In a sign of what was to come the Red Army proved far from fimished. It ended up taking five days of brutal fighting for the German 11th Army to penetrate the first Soviet defensive lines spanning the roughly four mile wide Perekop Isthmus. That said, Manstein's army took took 10,000 prisoners and signficant amounts of war material - including 112 tanks and 135 artillery pieces all while pushing Soviet forces into their second belt of defenses at the Ichoun Isthmus. 

From there Manstein would have to delay his assault as a Soviet counterstroke on the mainland on September 26th had forced him to divert considerable resources from 11th Army. This included the 1st SS-Motorized Division, XXX Corps, XLIX Mountain Corps and Third Romanian Army - all of which moved to assist Kleist's tankers. Ultimately the combination of the bulk of the 11th Army and the First Panzer Army proved too much for the Soviet troops. The Germans flowed around, cut off, and decimated the Soviet 9th and 18th armies just east of the Dnieper River in the Battle of the Sea of Azov. When the smoke cleared on October 10th the Germans had taken another 106,362 prisoners of war, 212 tanks and 672 guns. Manstein followed this success by doubling back, forcing the Soviet Crimean defenses and ramapaging across the entire Crimean peninsula. By November 16th not only had the 11th Army taken another 100,658 prisoners of war and 166 armored fighting vehicles, but the Germans ended up capturing everything but for the port and fortress at Sevastopol. Meanwhile the city of Odessa had finally been captured by the mostly Romanian forces leading that siege. The Axis troops had taken a pounding in this little known batttle that took two months to clear Odessa of the dogged Soviet defenders - providing ample evidence to the German command of the dangers of city fighting against the Red Army. The remainder of Army Group South had also forged impressive victories. After a tough five day battle the German Sixth Army took Kharkov on October 24th, thereby siezing one of the region's most important transportation hubs and industrial cities (with a German machine-gun team during the fighting in Kharkov pictured with this article).

As this point, it's worth once more taking a step back and looking at the bigger picture as applicable to Army Group South. After the disaster near Kiev the Red Army had managed to scrape together 541,600 men to defend the Eastern Ukraine. Meaning that had the Germans decided to push east rather than north with the Ostheer's main striking power following the Kiev victory the combined might of an Army Group South reinforced with Panzer Group Two would have easily rampaged deep into Southern Russia. As it was however, a much reduced Army Group South had still managed to inflict enormous losses on the Red Army between September 29th and November 16, 1941 (including 160,576 casualties - mostly killed or lost as prisoners of war) from the original 541,600 men fighting in the Eastern Ukraine while suffering 30,624 casualties in return (including 11th Army's heavier losses in the tough Crimean fighting).

As well as it had gone for Army Group South there were problems. For one thing, and unlike the other two German army groups in the Soviet Union, Army Group South had been fighting continuosly and without pause since Barbarossa began on June 22nd. In addition, there was no question that it's forces were being spread thin across hundreds of miles. Absent reinforcement it's operations were rapidly approaching their culmination point. German rail lines ended at the Dnieper River, forcing the Germans to create a "Red Ball Express" type operation of their own on the back of mostly trucks attempting to bring forward munitions, food, and fuel for Army Group South's spearheads to the east. And much like the Allied "Red Ball Express" of 1944 trucking in and of itself wasn't good enough, particularly on the incredible poor road network in Russia disintegrating as the weather worsened and the fall rains and snow began.

The irony is that Army Group South was still a potent force at the end of October, but not enough available trucks bringing too little fuel, ammunition, and food was bogging it down. For instance, though Army Group South had lost 216,954 men as of November 1st - it had also received 128,760 replacements. A standard German infantry battalion in 1941 had a Sollstarke of 861 men while a motorized infantry battalion had 1,089 men. On November 1st Army Group South's infantry and motorized infantry battalions were short on average 132 men each with this number varying considerably depending upon the unit. For instance, the 1st Gebirgs (Mountain) Divsion reported that only 59 percent of its strength remained (and thus significant shortages of 355 men each in it's infantry battalions). On the other hand, the SS-Wiking Motorized Infantry Division could report 79% of its strength remained (and thus shortages on average of 231 men from it's 1,089 man motorized infantry battalions). Taking all of this account, on November 3, 1941 Rundstedt warned Field Marshal and the commander of the German army Walther von Brauchitsch of his concerns regarding his command. However, Brauchitsch not only ignored Rundstedt but rather fancifully insisted that objectives as far flung as Stalingrad and the oilfields at Maykop, in the Caucuses, still needed to be taken. Ironically, had Guderian's Second Panzer Army and Army Group South's forces previously sent to Army Group Center remained in the Ukraine following the collapse of the Soviet pocket near Kiev there is little doubt those objective could have been accomplished. But of course that is not what happened.

As a result, when on November 20, 1941 the First Panzer Army captured Rostov on the Don River - that was it. Rundstedt’s army group lacked the strength to go further. Moreover, in an event that would have critical implications for the larger German war effort, perhaps greater than any other event in November and December of 1941, the First Panzer Army would not be able to hold it's gains. That's because Soviet Field Marshal Semyon Timoshenko's 9th, 18th, 37th, and 56th Armies counter-attacked the German forces in Rostov on November 22nd. First Panzer Army lacked the strength to hold off this onslaught and on November 28th the Soviet attackers forced the Germans to retreat. However, shortages of communications equipment in the Soviet 56th Army in particular hurt Soviet efforts at doing greater damage to the German forces while the Luftwaffe was able to cover the retreat and play a role in stymieing the Soviet 54th Tank Brigade and 64th and 70th Cavalry Divisions attempts at cutting off German forces east of the River Sambek. Nevertheless, though able to withdraw this meant that the Germans would be forced to spend precious time and resources retaking the city in the summer of 1942 and the German loss of this springboard into Southern Russia and the Caucuses would play a major role in the Soviet Union's ability to hang on and gradually turn their war effort around. In simple geographic terms alone the German retreat from Rostov and back to the Mius River represented a distance nearly as far as that between Grozny and the eventual end of Army Group A's advance just before Ordzhonikidze and the Georgian Military Highway. The German retreat from Rostov also cost Rundstedt his job as Army Group South commander when miscommunication with Hitler regarding how far west he could retreat led to his firing. The Sixth Army's commander, Walther von Reichenau was promoted in Rundstedt's place and somewhat ironically got Hitler and OKH to do what Rundstedt had wanted with a withdrawal west to winter positions on the Mius River.

Before leaving the issue of First Panzer Army's withdrawal something else in regard to German command decisions has to be mentioned. Though most accounts describe late November 1941 as the end of Army Group South's advance the reality was that an entire German army was still very much on the offensive and would remain so until nearly the end of December 1941 - that being Manstein's 11th Army in the Crimea. As previously mentioned, by the end of November the entire Crimea minus the port of Sevastopol had been taken following a grueling months long campaign. Of course Sevastopol was a massive fortress with defensive lines reaching roughly ten miles in depth and manned by 52,000 men from. German assaults through November of 1941 had failed to crack Sevastopol's defenses and had done so at heavy casualties to the Eleventh Army. Nevertheless, on December 17, 1941 Manstein launched the 22nd, 24th, 50th, and 132nd Infantry Divisions once more at the Soviet defenses. Stavka reacted strongly and supported Sevastopol's defenders via a series of amphibious landings beginning on December 26th (and led by the Soviet 44th and 51st Armies). From that moment until the spring of 1942 the German Eleventh Army would largely be on the defensive. However, what is important here is that well before the First Panzer Army had been evicted from Rostov the German Eleventh Army had taken virtually the entire Crimea minus Sevastopol. And as important as Rostov was to future Axis operations directed at the Soviet economic jugular in the Caucasus the German command never seriously considered adequately supporting First Panzer Army's efforts near Rostov and simply masking Sevastopol in the short-term.

Overall, one has to look at the events in Army Group South's area of operations following the victory at Kiev as a lost opportunity to put a boot on the throat of the Soviet Union's war effort. Stripped of powerful resources Army Group South was denied the ability to exploit its success and take full advantage of the immense gap torn in the Red Army’s lines. Though penetrating southeast into the Caucuses was probably not in the cards during the fall of 1941, had Army Group South not been denuded there is little doubt that, at a minimum, Rostov could have been held. Thus, as the German high command began planning for the 1942 summer campaign season the November 1941 defeat of Army Group South at Rostov and subsequent retreat west would play perhaps the most important role in buying the Red Army enough time to prevent the fall of Stalingrad, Grozny, and who knows what else only one year later. Events that had they happened would have left the Soviet Union in a perilous state via hamstringing the Red Army’s ability to fight a fluid, mechanized war against the Germans. This would also have also immeasurably bolstered the German army's already deadly ability as a practitioner of mobile warfare; all while granting Hitler and his minions with the resources required to lock down hegemony over Europe and fight a global war against the North American economic colossus.