The 'Battle of Rostov' was fought in the area of Rostov-na-Donu between the Axis forces of Heeresgruppe 'Süd' and the Soviet forces of the South Front (17 November/2 December 1941).

In overall terms, the battle comprised three phases: the 'Battle of the Sea of Azov' launched on 12 September 1941 by Generalfeldmarschall Gerd von Rundstedt’s Heeresgruppe 'Süd' against General Yakov T. Cherevichenko’s South Front; the 'Rostov-na-Donu Defensive Operation' by the South Front (5/16 November); and the 'Rostov-na-Donu Offensive Operation' by the South Front (27 November/2 December).

After forcing their way across the Mius river on 17 November, the German forces captured 10,000 Soviet troops and took Rostov-na-Donu on 21 November. Six days later the South Front, reinforced with General Major Anton I. Lopatin’s newly raised 37^th Army, counterattacked from the north and threatened to surround General Eberhard von Mackensen’s overstretched III Corps (mot.). von Rundstedt then ordered a retreat from Rostov-na-Donu to the Mius river line to prevent the encirclement, and the Soviets retook Rostov-na-Donu on 28 November in their first successful major counter-offensive of the war. Angered by this retirement from territory 'won with German blood', Adolf Hitter dismissed von Rundstedt on 1 December and replaced him with Generalfeldmarschall Walter von Reichenau, who confirmed the retreat order with the backing of General Franz Halder, the chief of the Oberkommando des Heeres’s staff, and Hitler finally assented to this operationally imperative retirement.

After concluding the '1^st Battle of Kiev' in September 1941, Heeresgruppe 'Süd' had advanced from the Dniepr river to the coast of the Sea of Azov. von Reichenau’s 6^th Army captured Kharkov in the '1^st Battle of Kharkov'. General Carl-Heinrich von Stülpnagel’s 17^th Army advanced through Poltava towards Voroshilovgrad. Generaloberst Eugen Ritter von Schobert’s 11^th Army moved into the Crimean peninsula and by the autumn had taken control of the whole peninsula except Sevastopol, which held out until 3 July 1942.

Generaloberst Ewald von Kleist’s 1^st Panzergruppe (from 25 October 1^st Panzerrmee) advanced from Kiev and encircled Soviet troops at Melitopol in October, then attacked to the east along the northern coast of the Sea of Azov toward Rostov-na-Donu at the mouth of the Don river, known as the gateway to the Caucasus.

Rostov-na-Donu was assigned as the objective of the 11^th Army, commanded since 13 September by General Erich von Manstein, who succeeded von Schobert after the latter’s death when his Fieseler Fi 156 Storch single-engined reconnaissance/liaison aeroplane landed in a minefield.

At this time General Erik Hansen’s LIV Corps of the 11^th Army was still engaged in Crimea, and because the Romanian forces were still engaged in the 'Siege of Odessa', the 11^th Army's resources for the Rostov-na-Donu push were severely limited even against Soviet forces on the retreat. von Manstein therefore undertook the initial step of replacing the LIV Corps with General Hans von Salmuth’s smaller XXX Corps and General Ludwig Kübler’s XLIX Gebirgskorps, and ordered the LIV Corps into the first echelon in the advance on Rostov-na-Donu.

Late in September, General de corp de armatâ Petre Dumitrescu’s Romanian 3^rd Army joined the 11^th Army in its advance toward Rostov-na-Donu, but was severely depleted by the attacks of the Soviet 9^th and 18^th Armies on 26 September. This forced the 11^th Army to halt its advance in order to safeguard its left flank and forced von Manstein to use his only mobile reserve unit, SS-Obergruppenführer Josef Dietrich’s brigade-sized Leibstandarte SS Adolf Hitler (mot.), to strengthen the Romanian defences.

The 'Rostov-na-Donu Defensive Operation' was the Soviet counterattack delivered as part of the general 'Donbas-Rostov Strategic Defensive Operation' (29 September/16 November 1941), and forced von Rundstedt’s Heeresgruppe 'Süd' to order the 1^st Panzergruppe to manoeuvre in order to be better placed to counter any further Soviet thrusts in the Romanian sector of the front, and also to attempt an encirclement of the two Soviet armies, which was partly successful in the area of Chernigovka where, on 8 October, the commander of the 18^th Army, General Leytenant Andrei K. Smirnov, was killed by artillery fire on his command post in the village of Popovka during the break-out attempt between 5 and 10 October. This was interpreted by Hitler as such a success that he declared that 'the Battle of the Sea of Azov is over' on 11 October before the troops had even reached their objective. As a commemorative gesture, Hitler issued the order to redesignate the Leibstandarte SS Adolf Hitler (mot.) as the SS Division 'Leibstandarte SS Adolf Hitler' (mot.).

The 11^th Army was ordered back to Crimea to effect the required breakthrough of the Perekop isthmus.

Perceiving that the way to Rostov-na-Donu and thence the Caucasus was open, Hitler issued an order transferring the objective from the 11^th Army to the 1^st Panzergruppe and attaching to it the ill-prepared Romanian 3^rd Army, the Armata Italiana in Russia and the Slovak Mobile Division.

During the subsequent reorganisation of the Axis forces the III Corps (mot.) and XIV Corps (mot.) took the lead, supported by the XLIX Gebirgskorps recently arrived from Crimea.

By 17 October the Mius river had been crossed by Generalmajor Friedrich Kühn’s 14^th Panzerdivision and Taganrog had been seized by German troops, with the mountain troops entering Stalino, forcing the newly formed 12^th Army into a renewed withdrawal. However, the autumn rains had begun by this time, and the rasputitsa of cloying mud had set in, slowing the 1^st Panzergruppe's advance to a snail’s pace. This meant that the leading German formations and units reached the outskirts of Rostov-na-Donu no earlier than the middle of November after losing contact with the Soviet forces.

The assault on Rostov-na-Donu began on 17 November, and on 21 November the Germans took the city. However, the German lines were overextended, and von Kleist’s warnings that his left flank was vulnerable and that his armour was ineffective in the freezing weather were ignored.

The Soviets now launched their 'Rostov-na-Donu Offensive Operation' when, on 27 November, Lopatin’s 37^th Army as part of the 'Rostov-na-Donu Strategic Offensive Operation' (17 November/2 December 1941) counterattacked the 1^st Panzerarmee's spearhead from the north, forcing it to pull out of the city. Hitler countermanded the retreat and, after von Rundstedt had refused to obey, Hitler replaced him with Reichenau. However, von Reichenau saw at once that von Rundstedt was right and succeeded in persuading Hitler, via Halder, to authorise the withdrawal, and the 1^st Panzerarmee was forced back to the Mius river at Taganrog.