The 'Battle of the Sea of Azov', which was also known as the 'Battle of the Chernigovka Pocket', was fought between Axis and Soviet forces on the northern coast of the Sea of Azov (26 September/11 October 1941).

After its destruction of five Soviet armies in the '1^st Battle of Kiev' late in September 1941, Generalfeldmarschall Gerd von Rundstedt’s Heeresgruppe 'Süd' advanced to the east and to the south to capture the Donbas industrial region and Crimea. Within days of the end of the '1^st Battle of Kiev', General Leytenant Dmitri I. Ryabyshev’s Soviet South Front launched an attack on 26 September with two armies on the northern coast of the Sea of Azov against elements of Generaloberst Eugen Ritter von Schobert’s German 11^th Army, which was simultaneously advancing into Crimea. After initially pushing back General de corp de armatâ Petre Dumitrescu’s Romanian 3^rd Army, which was operating under German command, the Soviet advance ground to a halt when SS-Obergruppenführer Joseph Dietrich’s brigade-sized Leibstandarte SS Adolf Hitler (mot.) arrived to reinforce its Axis allies. On 1 October, Generalfeldmarschall Ewald von Kleist’s 1^st Panzergruppe swept southward to isolate the two Soviet armies in an offensive which caught the Soviet forces completely by surprise and on 3 October compelled them to retreat in an effort to avoid encirclement.

The Germans now attacked from the west, north and east, cutting off the Soviet forces on 7 October after capturing Melitopol and Berdyansk. General Major Fedor M. Kharitotonov’s (latterly General Polkovnik Yakov T. Cherevichenko’s) 9^th Army and General Leytenant Andrei K. Smirnov’s 18^th Army were caught in a vice and annihilated in four days. The Soviet defeat was total, as indicated by the loss of 106,332 men taken prisoner, 212 tanks destroyed or captured in the pocket alone, and 766 pieces of artillery lost. The formations of the 11^th Army and 1^st Panzergruppe lost just 12,421 men between 21 September and 10 October, while the losses of the Germans in the 'Battle of the Sea of Azov' were somewhat lower as only parts of both armies were committed to the battle.

The death or capture of two-thirds of all South Front troops in four days unhinged the front’s flank, allowing the Germans to capture Kharkov on 24 October. The 1^st Panzergruppe took the Donbas region during that same month, while the 11^th Army, now commanded by General Erich von Manstein following von Schobert’s death on 12 September when his Fieseler Fi 156 Storch single-engined reconnaissance/liaison aeroplane landed in a minefield, was freed to undertake the conquest of Crimea with its full strength from 18 October onward.

After concluding the '1^st Battle of Kiev' in September 1941, Heeresgruppe 'Süd' had advanced from the Dniepr river to the northern coast of the Sea of Azov. The city of Rostov-na-Donu, near the debouchment of the Don river into the Sea of Azov was assigned as the objective for the 11^th Army, which was supported by Generaloberst Alexander Löhr’s Luftflotte IV.

At this time General Erik Hansen’s LIV Corps of the 11^th Army was still engaged in Crimea and the Romanian forces were still engaged in the 'Siege of Odessa', the strength available to the 11^th Army was severely limited, even though the opposing Soviet forces were in retreat. For this reason von Manstein initially replaced 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 Rostav-na-Donu.

Late in September the Romanian 3^rd Army joined the German 11^th Army in the 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 a halt on the 3^rd Army's advance in order to safeguard its flank, and obliged von Manstein to use his only mobile reserve unit, the Leibstandarte SS Adolf Hitler (mot.), to shore up Romanian defences.

After the Leibstandarte SS Adolf Hitler (mot.) had stabilised the Romanian sector, the Soviets increased the pressure on the XXX Corps, but did not respond to the build-up of the 1^st Panzergruppe on their northern flank. On 1 October the Germans started their counterattack from the north and west, and the rapid advance of the German armoured and motorised forces from the north compelled the Soviets to retreat on October 3. The 11^th Army took up the pursuit, with the Leibstandarte SS Adolf Hitler (mot.)'s attack eliminating the Soviet 30^th Division’s headquarters and dispersing its subordinate units. Melitopol was captured by General Eberhard von Mackensen’s III Corps (mot.) on 5 October. The Aufklärungsabteilung of the Leibstandarte SS Adolf Hitler, under the command of SS-Hauptsturmführer Kurt Meyer captured Berdyansk on 6 October. The XIV Corps (mot.) under the command of General Gustav von Wietersheim linked with the Leibstandarte SS Adolf Hitler (mot.) to encircle seven Soviet divisions in the area of Mariupol and Berdyansk on 7 October. Four days later the battle was over. Caught in the pocket, 150,000 men of the 9^th Army and 18^th Army had been lost: the Germans took more than 106,332 prisoners, both in the pocket and during the pursuit, along with 212 tanks and 772 pieces of artillery of all types. Smirnov, the 18^th Army’s commander, was killed in action and buried with full military honours by the Germans.

The assault on Rostov-na-Donu began on 17 November and ended on 21 November as the Germans seized the city. However, the German lines were overextended, and von Kleist’s warnings that his left flank was vulnerable and that his tanks were ineffective in the freezing weather were ignored. On 27 November the Soviet 37^th Army, under the command of General Leytenant Anton I. Lopatin, counterattacked as part of the 'Rostov-na-Donu Strategic Offensive Operation' (17 November/2 December 1941). Coming from the north, the counterattack fell on the spearhead of what on 25 October had been redesignated as the 1^st Panzerarmee, forcing it to withdraw from the city. Adolf Hitler countermanded the retreat and sacked von Rundstedt when he refused to obey; von Rundstedt was replaced by Generalfeldmarschall Walter von Reichenau. The new commander immediately appreciated that his predecessor’s assessment had been correct and succeeded in persuading Hitler, via General Franz Halder, the chief of the Oberkommando des Heeres’s staff, to authorise the withdrawal, and the 1^st Panzerarmee fell back westward to the Mius river in the area of Taganrog. It was the first significant German withdrawal of the war.

The German offensive along the coast of the Sea of Azov was resumed in the summer of 1942 during the 'Blau' offensives. With air support from the Junkers Ju 87 single-engined dive-bombers of the Sturzkampfgeschwader 77, Generalfeldmarschall Wilhelm List’s Heeresgruppe 'A' recaptured Rostov-na-Donu, the 'gate to the Caucasus', on 23 July 1942 with relative ease.

Farther to the south along the coast, the remaining small ports and coastal areas still in Soviet hands were captured by Romanian cavalry units. Yeysk fell to the Romanians on 8 August. The campaign ended on 23 August, when the Romanians captured the port of Temryuk after bitter house-to-house fighting against Soviet naval infantry. As Romanian troops entered the last Soviet-held port on the Sea of Azov, the main warships of the Soviet Azov Flotilla were scuttled to avoid capture: these were the 840-ton gunboats Bug, Don and Dniestr.

With the Sea of Azov secured, the Axis launched a major amphibious operation, 'Blücher II', in a bid to destroy Soviet resistance on the Taman peninsula and open the sea route to Crimea.