The '1^st Kharkov Defensive Operation', otherwise known as the '1^st Battle of Kharkov', was undertaken by the Soviets to hold Kharkov during the final phase of the 'Barbarossa' invasion of the USSR between the German 6^th Army of Heeresgruppe 'Süd' and the Soviet South-West Front, which ordered the 38^th Army to hold the city while its factories were dismantled for relocation farther to the east (20/24 October 1941).

Generalfeldmarschall Walter von Reichenau’s 6^th Army was instructed to take the city in order to close the gap that was opening between its right flank and the left flank of General Carl-Heinrich von Stülpnagel’s 17^th Army. By 20 October the Germans had reached the western edge of Kharkov, and by 24 October the city had been taken by Generalleutnant Anton Dostler’s 57^th Division. By that date, however, the Soviets had managed to evacuate or wreck most of the city’s industrial equipment.

By the autumn of 1941, Kharkov had become one of the USSR’s most important strategic bases for road, railway and air connections: it was the nexus connecting not only the east/west and north/south parts of Ukraine, but also several central regions of the USSR including Crimea, the Caucasus, the Dniepr river region, and Donbas industrial region.

Kharkov was also one of the USSR’s most significant industrial centres, one of whose greatest contributions was the T-34 medium tank, which was both designed, developed and manufactured at the Kharkov Tractor Factory. For this reason the factory was considered to be the most important such facility in the nation. Other factories located in the city included the Kharkov Aircraft Plant, Kharkov Plant of the NKVD (FED), and the Kharkiv Turbine Plant. Military products that were made in Kharkov before the German seizure of the city included tanks, Sukhoi Su-2 aircraft, artillery tractors, 82-mm (3.2-in) mortars, sub-machine guns, ammunition and a host of other military equipment items. The Germans' main objective was the capture of the railway and military factories before these could be removed or destroyed by the retreating Soviet forces. Adolf Hitler laid strong emphasis on the importance of the military facilities, stating that 'The second in importance is south of Russia, particularly the Donets Basin, ranging from the Kharkov region. There is the whole basis of [the] Russian economy; if the area is mastered then it would inevitably lead to the collapse of the entire Russian economy.'

Kharkov was one of the most populated Soviet cities by the time of World War II, with 901,000 people on 1 May 1941. In September 1941 the population risen to 1.5 million people, many of these evacuees from other cities. After several attacks and many deaths, the population of Kharkov then decreased to something between 180,000 and 190,000 persons.

After the 'Battle of Kiev', Generalfeldmarschall Fedor von Bock’s Heeresgruppe 'Mitte' was ordered to redeploy its forces for the attack on Moscow, so Generaloberst Heinz Guderian’s 2^nd Panzergruppe turned to the north toward Bryansk and Kursk. Heeresgruppe 'Süd', and in particular von Reichenau’s 6^th Army and von Stülpnagel’s 17^th Army, took the place of the Panzer formations. The main offensive formation of Heeresgruppe 'Süd' was Generaloberst Ewald von Kleist’s 1^st Panzergruppe, and this was ordered to the south for the offensive toward Rostov-na-Donu and the oilfields of the Caucasus region within the context of Hitler’s Führerweisung Nr 35. The burden of processing the 600,000 Soviets captured in the Kiev campaign fell largely on the 6^th Army and 17^th Army, so while the 1^st Panzergruppe secured the German victory in the 'Battle of Melitopol', these two armies spent the next three weeks regrouping.

The Stavka now urgently needed to stabilise the Soviet forces' southern flank and accordingly directed major reinforcements into the area between Kursk and Rostov-na-Donu at the expense of its forces in front of Moscow. The South-West Front, which had been destroyed during the Battle of Kiev, was re-established under the command of Marshal Sovetskogo Soyuza Semyon K. Timoshenko, and the 6^th Army, 21^st Army, 38^th Army and 40^th Army were reconstituted almost completely.

With the Battle of Moscow under way farther to the north, the Germans had to protect their flanks, and on 6 October von Reichenau advanced through Sumy and Okhtyrka in the direction of Belgorod and Kharkov. On the same day, the 17^th Army began its offensive from Poltava toward Lozova and Izyum to protect the lengthening flank of the 1^st Panzerarmee (recently the 1^st Panzergruppe). General Major Rodion Ya. Malinovsky’s 6^th Army and General Major Viktor G. Tsyganov’s 38^th Army did not conduct a co-ordinated defence and were therefore driven back. In the approach to the Battle of Moscow, the Soviets suffered a major defeat at Vyaz’ma and Bryansk, suffering the loss of 700,000 men and great quantities of matériel. The few reserves still available to the Stavka were desperately needed for the defence of Moscow rather than the reinforcement of the South-Wester Direction, so in the absence of any available reserves to plug the breach, the Stavka was forced to allow the forces of the South-Western Direction to fall back on Voronezh in its effort to prevent the collapse of the southern flank.

Although the Germans' main objectives before the onset of winter were the capture of Leningrad, Moscow and the approaches to the Caucasian oilfields, Kharkov was an important secondary objective. As well as the requirement to protect the flanks of its armoured and motorised spearheads, the Oberkommando des Heeres also saw the importance of Kharkov as an industrial centre and railway nexus. Capturing the city meant that Marshal Sovetskogo Soyuza Semyon K. Timoshenko’s South-West Front and General Polkovnik Yakov T. Cherevichenko’s South Front had to fall back on Voronezh and Stalingrad as their major transport hubs. During the second week of October, the German offensive had stalled as a result of the advent of the rasputitsa autumn mud season and the poor logistical capabilities of the area between the Dniepr river and the front as all the bridges had been destroyed during the fighting and the replacement pontoon bridges were threatened by ice. Hitler reallocated resources from the 17^th Army to the 6^th Army to ensure the capture of Kharkov. This weakened the 17^th Army's effort to protect the flank of the 1^st Panzerarmee, however, and so contributed to the German defeat at the 'Battle of Rostov-na-Donu'. After 17 October, nightly frosts improved the passibility of earth roads, but snow storms, but at the same time began to hamper the Germans, who were insufficiently equipped for winter operations.

The task of assaulting Kharkov was allocated to General Erwin Vierow’s LV Corps, which had its disposal Generalleutnant Brauner von Haydringen’s 101^st leichte Division arriving from the north, Dostler’s 57^th Division arriving from the south, and Generalleutnant Werner Sanne’s [e[100^th leichte Division that did not take part in the battle. Hauptmann Kurt von Barisani’s 197^th Sturmgeschützabteilung had two of its three batteries attached to the 57^th Division for the provision of close fire support during the assault.

For the defence of Kharkov, the 216^th Division had been re-formed in the area after its destruction at Kiev. It received little to no support from other divisions or from higher command echelons because the 38^th Army was in the process of a strategic retreat and the defence of Kharkov was deemed necessary only as long as its factory equipment had not been completely evacuated.

By 21 October the 101^st leichte Division had reached a line about 3.75 miles (6 km) to the west of Kharkov. The 228^th Infanterieregiment was the division’s spearhead, its 1^st Bataillon and 3^rd Bataillon assuming defensive positions at the front with the 2^nd Bataillon in reserve. On 22 October the regiment was ordered to conduct reconnaissance to determine the Soviet strength. At 12.00 on the same day the regiment was attacked by a Soviet infantry battalion supported by tanks. The attack was repulsed and two tanks were disabled. That night the reconnaissance information was radioed to the divisional headquarters, indicating that the 216^th Division had occupied the western edge of the city and had machine gun nests, mortar pits and minefields in place.

For the attack, the 3^rd Bataillon n the German regiment’s right flank was reinforced with two guns from the division’s artillery, the 85^th Artillerieregiment, one company of engineers and one 88-mm (3.465-in) anti-aircraft gun. The 2^nd Bataillon received a similar level of reinforcement but without the anti-aircraft gun. The 1^st Bataillon was the regimental reserve. The 1^st Bataillon of the 229^th Infanterieregiment was to shield the left flank of the 228^th Infanterieregiment. The German attack was scheduled to start at 12.00 in conjunction with support from the rest of the 57^th Division.

At 11.00, communication between the 85^th Artillerieregiment and the 228^th Infanterieregiment indicated that the artillery would not be ready at the designated time, so the attack was postponed. In the meantime the anti-tank company, who had been stuck in the mud to the rear, finally arrived and was ordered to assign one 37-mm anti-tank gun platoon to each front-line battalion. At 14.25, the artillery was ready and the attack was now scheduled for 15.00.

The evacuation of Kharkov’s industrial equipment and personnel had started before the Germans had a chance to attack, and by 20 October was virtually completed. Some 320 trains had been loaded and despatched with the equipment from 70 major factories before Kharkov was taken by von Reichenau’s 6^th Army on 24 October.

The city was now subjected to its first occupation of the war, which lasted until 16 February 1943. In this time the city did not become part of the Reichskommissariat Ukraine as a result of its proximity to the front. The staff of the LV Corps acted as the occupational authority, using the 57^th Division as its occupation force. Dostler was the Stadtkommandant until 13 December, when he was succeeded by Generalleutnant Alfred von Puttkamer, and Kharkov was transferred to the Heeresgebiet (army area of responsibility) of the 6^th Army. German troops acting under the authority of the Reichenau-Befehl of 10 October, which was in effect an order to kill anybody associated with communism, terrorised the surviving population. The bodies of many of the Soviet commanders were hung off balconies, and many civilians began to flee, causing chaos.

Early on 14 November, many buildings in the city’s centre were blown up by time-fused charges left by the Soviet forces as they retreated from Kharkov. The casualties included Generalleutnant Georg Braun, the divisional commander, and much of the staff of his 68^th Division. The German response included the arrest of some 200 civilians, most of them Jews, to be hanged from the balconies of large buildings. Another 1,000 persons were seized as hostages.

On 14 December, the Stadtkommandant ordered the Jewish population to be concentrated in a hutted settlement near the Kharkov Tractor Factory, and in two days some 20,000 Jews were gathered there. SS-Standartenführer Paul Blobel’s Sonderkommando 4a of Einsatzgruppe 'C' began to shoot the first of them in December, then switched in January to the use of gas vans for the rest of them.

The Germans seized large quantities of food for the use of their troops, thereby creating acute shortages in Ukraine. By January 1942 around one-third of the city’s 300,000 remaining inhabitants were suffering the effects of starvation, and many of these died in the cold winter months.