The 'Battle of Memel' was fought between Soviet and German forces on the Eastern Front for the port city of Memel on the East Prussian side of the frontier between Germany and Lithuania (5 October 1944/28 January 1945).

The battle began when the Soviet forces launched its 'Memel Offensive Operation' late in 1944. The offensive drove the German forces left in the area that is now Lithuania and Latvia into a small beach-head centred on the port city of Memel and besieged it for a three-month period that ended during the 'East Prussian Offensive Operation' early in 1945.

The Soviet 'Bagration' strategic offensive in Belorussia, which took place between June and August 1944, had seen the almost total destruction of Generalfeldmarschall Walter Model’s Heeresgruppe 'Mitte', whose remnants were driven out of Belorussia, most of what is now Lithuania and much of Poland. During August and September of that year, the German 'Doppelkopf' and 'Cäsar' counter-offensives succeeded in checking the Soviet advance and maintaining the overland connection between Heeresgruppe 'Mitte' and Generaloberst Ferdinand Schörner’s Heeresgruppe 'Nord'. Even so, the Stavka made preparations for an offensive by General Hovhannes Kh. Bagramyan’s 1^st Baltic Front against the positions of Generaloberst Erhard Raus’s 3^rd Panzerarmee and thence toward Memel, in the process severing the overlands connection between the two army groups.

Bagramyan planned to make his main attack on an 11.8-mile (19-km) sector to the west of Siauliai, and concentrated as much as half of the 1^st Baltic Front’s strength in this area, making good use of maskirovka techniques to ensure that the concentration was not discerned by the Germans, who might otherwise have undertaken an equivalent concentration on their side of the line, and at the same time attempted to convince the Germans that the 1^st Baltic Front’s primary axis would be directed against Riga, farther to the north.

The German forces in the area comprised a large number of miscellaneous formations and units. The Kriegsmarine provided the Volkssturm Bataillon 'Hartung', the 311^th Marine-Festungs-Bau-Pionier Bataillon, three steam vessels, the 533^rd Marine-Artillerieabteilung with one 150-mm (5.91-in) gun, the Batterie 'Hirschwiese' with three 150-mm (5.91-in) howitzers, the 217^th Marine-Flakabteilung with 12 batteries operating a mix of more than 32 anti-aircraft weapons in calibres between 40 mm and 128 mm (5.04 in), the Batterie 'Charlottenhof' and the Flak-Batterie 'Sandkrug'. The northern wing of the 3^rd Panzerarmee contributed remnants of Generalleutnant Siegfried Verhein’s 551^st Volksgrenadierdivision (three Grenadier regiments, one pioneer battalion, the 1551^st Sturmgechützabteilung with four assault guns and the [3]1551^st Artillerieregiment with 11 100-mm (3.94-in) guns. General Hans Gollnick’s XXVIII Corps contributed two regiments of Generalmajor Karl Lorenz’s Panzergrenadierdivision 'Grossdeutschland', one Panzer and two Panzergrenadier regiments and other elements of of Generalleutnant Dr Karl Mauss’s (from 31 October Generalmajor Hellmuth Mäder’s, from 30 November Maus’s and from 5 Januar Generalmajor Max Lemke’s) 7^th Panzerdivision, three Grenadier regiments and other elements of Generalleutnant Curt Siewert’s 58^th Division, and General Sigfrid Henrici’s XL Panzerkorps with Generalmajor Rolf Lippert’s 5^th Panzerdivision and Generalmajor Erich Sudau’s 548^th Volksgrenadierdivision.

At the end of November the Panzergrenadierdivision 'Grossdeutschland' and 7^th Panzerdivision were withdrawn and replaced by Generalmajor Joachim-Friedrich Lang’s 95^th Division (seven infantry battalions and supporting elements) and Oberst Helmuth Mäder’s (from 1 January Generalleutnant Max Horn’s) 607^th Division zbV (a miscellany of naval police and Volkssturm units). Also on the German strength were a number of fortress units including two infantry battalions, two machine gun battalions, one anti-tank battalion, one artillery battalion, one heavy mortar battery and Hauptmann Karlheinz Schüssler’s (from 14 January Major Alfred Hinze’s) [e[278^th Sturmgechützbrigade with 28 assault guns.

On the other side of the front line, the Soviet forces of the 1^st Baltic Front took the form of part of General Polkovnik Vasili T. Volsky’s 5^th Guards Tank Army, General Leytenant Afanasi P. Beloborodov’s 43^rd Army with six infantry divisions, one artillery division and the 10^th Guards Tank Brigade, General Leytenant Yakov G. Kreizer’s 51^st Army, General Leytenant Piotr F. Malyshev’s 4^th Shock Army, General Leytenant Ivan M. Chistyakov’s 6^th Guards Army and, from General Ivan D. Chernyakovsky’s 3^rd Belorussian Front, General Leytenant Ivan I. Lyudnikov’s 39^th Army.

It was on 5 October that Bagramyan opened the offensive against Raus’s 3td Panzerarmee on a front of some 60 miles (100 km), concentrating his breakthrough force against the relatively weak 551^st Grenadierdivision, which collapsed on the first day. The Soviets achieved a penetration of 10 miles (16 km). Bagramyan then committed Volsky’s 5^th Guards Tank Army into the breach, aiming for the coast of the Baltic Sea to the north of Memel. There had followed a general collapse of the 3^rd Panzerarmee's positions by 7 October, and a penetration farther to the south by Beloborodov’s 43^rd Army which, within two days, had reached the coast to the south of Memel, while Volsky had encircled the town from the north. In the south, the northern flank of Chernyakhovsky’s 3^rd Belorussian Front was advancing on Tilsit. The 3^rd Panzerarmee's headquarters was overrun by the 5^th Guards Tank Army, and Raus and his staff had to fight their way into Memel.

Schörner, commander of the neighbouring Heeresgruppe 'Nord', signalled on 9 October that he would mount an attack to relieve Memel if troops could be freed by the evacuation of Riga. A decision on this matter was delayed, but the Kriegsmarine managed to withdraw much of the Latvian port city’s garrison and some civilians in the meantime. Gollnick’s XXVIII Corps held a defensive line around the town itself.

The success of the offensive in the northern sector encouraged the Soviet command to authorise Chernyakovsky’s 3^rd Belorussian Front to break through into the main area of East Prussia. This 'Gumbinnen Offensive Operation' encountered extremely strong German resistance, however, and was halted within a few days.

The stalling of the 'Gumbinnen Offensive Operation' meant that Soviet forces, primarily of the 43^rd Army, settled down to a blockade of the German troops which had withdrawn into Memel. The German force, comprising elements of the Panzergrenadierdivision 'Grossdeutschland', the 58^th Division and the 7^th Panzerdivision for the most part, was aided by the availability of strongly fortified tactical defences, artillery fire from ships (including the heavy cruiser Prinz Eugen) in the Baltic Sea, and a tenuous connection with the remainder of East Prussia over the Curonian Spit.

The Soviet blockade and German defence were maintained through November and December 1944 and much of January 1945, during which the remaining civilians who had fled into the town, and wounded soldiers, were evacuated by sea. I was during this time that the Panzergrenadierdivision 'Grossdeutschland' and the 7^th Panzerdivision were withdrawn, after suffering heavy losses, to be replaced by the 95^th Division, which arrived by sea.

The city of Memel was finally abandoned on 27 January 1945. The success of the Soviet 'East Prussia Offensive Operation' to the south made the position of the beach-head and lodgement at untenable, and it was decided to withdraw the XXVIII Corps from the city into Samland to assist in the German defence of that area, while the remaining men the 95^th Division and 58^th Division were evacuated to the Curonian Spit, where the 58^th Division acted as the withdrawal’s rearguard. The last organised German units left at 04.00 on 28 January and the Soviets took possession of the harbour a few hours later.

Memel, which had been part of an independent Lithuania only between 1923 and 1939 before being reincorporated into Germany, was transferred to the Lithuanian Republic under Soviet administration, and in 1947 formally became Klaipėda, its original Lithuanian name.