The 'Borisov-Lepel Offensive Operation' was the Soviet last of three sub-operations together constituting the 'Belorussian Strategic Defensive Operation', and as such was a Soviet armoured counterattack near Lepel, otherwise known as the 'Battle of Senno', by forces of two Soviet mechanised corps in the direction of Lepel in order to stop the German advance in the direction of Moscow within 'Barbarossa' and thus stabilise the situation on the Eastern Front (6/9 July 1941).

The other two sub-operations were the 'Belorussian Border Defensive Operation' (22/25 June) and the 'Vitebsk Defensive Operation' (6/16 July).

After the German capture of Minsk and the defeat of the main forces of Marshal Sovetskogo Soyuza Semyon K. Timoshenko’s West Front in the Białystok and Minsk 'cauldrons' (encirclements), German formations of Generalfeldmarschall Fedor von Bock’s Heeresgruppe 'Mitte' continued their advance eastward to the line of the Zapadnaya Dvina and Dniepr rivers in order to relaunch the strategic offensive toward Moscow.

General Rudolf Schmidt’s XXXIX Corps (mot.) of Generaloberst Hermann Hoth’s 3^rd Panzergruppe was advancing toward Vitebsk. Generalleutnant Hans Freiherr von Funck’s 7^th Panzerdivision, spearheading the advance, took Lepel on 4 July and continued its eastward progress toward Smolensk and thence to Moscow. Farther to the south, along the main road to Moscow, Generalleutnant Walther Nehring’s 18^th Panzerdivision of General Joachim Lemelsen’s XLVII Corps (mot.), was leading the advance of Generaloberst Heinz Guderian’s 2^nd Panzergruppe toward Orsha. To provide communication between the XXXIX Corps (mot.) and the XLVII Corps (mot.), and thus between the 2^nd Panzergruppe and 3^rd Panzergruppe, Generalmajor Johannes Streich’s (from 7 July Generalmajor Karl Ritter von Weber’s 17^th Panzerdivision was despatched to Senno.

As part of its efforts to stop the Germans, the Soviet high command decided to strike the advancing Panzer groups with the forces of two fresh mechanised corps, and the newly arrived Marshal Sovetskogo Soyuza Semyon K. Timoshenko on the night of 5/6 July issued his Directive No. 16, which ordered 'Prepare a counterattack by the VII and V Mechanised Corps in co-operation with aviation in the Ostrovno and Senno directions, for which the VII Mechanised Corps should be concentrated in the Liozno area and the V Mechanised Corps in the Devino area…to develop success the VII Mechanised Corps [will advance] in the direction of Kamen and Kublichi, and the V Mechanised Corps in the direction of Lepel…' The depth of the twin Soviet thrusts was to be as much as 87 miles (140 km) for the V Mechanised Corps from the Vysokoye area to Senno and Lepel, and as much as 81 miles (130 km) for the VII Mechanised Corps from the Rudnya area to Beshenkovichi and Lepel. After reaching the Lepel area, the VII Mechanised Corps was to strike at the flank and rear of the LVII Corps (mot.) of the 3^rd Panzerarmee at Polotsk, and the V Mechanised Corps was to develop an offensive to the west in the direction of Glubokoye and Dokshitsy.

From the south, the offensive was supported by the 1^st Motorised Division, which defended the Moscow highway against the 18^th Panzerdivision reinforced by one Panzer regiment of the LVII Corps (mot.). This interim engagement was the 'Battle of Borisov', in which the success of the 1^st Motorised Division made it possible to delay the German advance and thus provide the time needed to deploy the Soviet second strategic echelon along the upper reaches of the Dniepr river between Orsha and Mogilev.

Borisov and its bridgehead on the western side of the Berezina river were held by an ad hoc grouping based on retreating West Front units and cadets of Corps Commissar Ivan Z. Susaikov’s Borisov Tank Technical School, a total of about 2,000 men, 10 tanks and two batteries of anti-tank guns. General Major Mikhail V. Alekseyev arrived in Borisov to organise the city’s defence, but nothing is known of his actions.

The Borisov Tank Technical School had about 1,400 cadets and teachers, but lacked artillery and anti-aircraft weapons, which seriously degraded defensive capability. The catastrophic start of the war had placed the Borisov garrison and the command of the tank school in an information vacuum, and in a report to the head of the Soviet main armoured directorate Susaikov wrote that 'The command of the school from 23 to 26 June from the front headquarters did not receive any information about the [Germans]. The task was not assigned to the school…The location of the headquarters was not found. Accidental and fragmentary information about the [Germans] was received exclusively from military personnel, who in a disorderly crowd surged along the highway to the east.'

In this situation, Susaikov took the initiative and, with the help of the school’s personnel and the local population, began to prepare the city’s defences. An anti-tank ditch 4.35 miles (7 km) long was dug, and the creation of fortified points and defence sectors was launched on both the western and eastern banks of the Berezina river. From the school’s teachers and cadets several detachments were created to halt the retreating troops and form them into consolidated detachments for the defence of the city. Among the commanders who found themselves in the city was Polkovnik Aleksandr I. Lizyukov, the school’s chief-of-staff, who was returning from leave. Trying to obtain information about the German forces and movements, Susaikov organised reconnaissance, which operated in armoured vehicles out to a radius of between 18.5 and 25 miles (30 and 40 km) until meeting the German vanguard.

On 26 June the restoration of communications with the headquarters of the West Front allowed the confirmation of Susaikov as commander of the garrison and the officer responsible for the city’s defence, and Lizyukov as the chief-of-staff. The West Front’s informed Susaikov that 'You are responsible for holding Borisov and the crossings and, as an extreme case, when the enemy approaches, blow up the crossings, continuing the stubborn defence of the opposite bank. On the crossing from Zembin to the collective farm at Veselovo send a detachment with demolition equipment with the task of preparing the crossing for destruction, but stubbornly defend the bridge until the enemy approaches and then thoroughly blow it. You are also instructed to do the same with the ferry near Chernyavka.' This last lay to the south-east of Borisov.

Immediately before the start of the German attack, the Soviets undertook preparatory work: the area was divided into four defence sectors, and the number of personnel now available to the consolidated detachments was greater than 10,000 people.

The combat defence sectors created on 27 June were Section 1 under Polkovnik Belyii’s Section No. 1, Section No. 2 (the city of Borisov proper) commanded by Polkovnik Mikhail D. Grishin, Section No. 3 commanded by Podpolkovnik Moroz, and Section No. 4 commanded by Major Kuzmin.

To contain the Germans, on 30 June General Leytenant Andrei I. Eremenko, interim commander of the West Front after the removal (and later execution) of General Dmitri G. Pavlov and before the arrival of Timoshenko, ordered the transfer of Polkovnik Yakov G. Kreizer’s 1^st Motorised Division to the Borisov area, where it was to take position on a 31-mile (50-km) front along the eastern bank of the Berezina river under the command of General Major Vasili A. Yushkevich’s XLIV Corps.

Susaikov had no illusions about the capabilities of the forces at his disposal, and 28 June reported that 'the garrison that I have for the defence of the Berezina river and Borisov has been cobbled together as a combat unit only as part of the armour school (up to 1,400 men). The rest of the grouping – fighters and commanders – is a collection of "rabble" from the alarmists of the rear demoralised by the above-mentioned situation, rear-area commanders searching for their units and including a significant percentage of intelligence and counter-intelligence agents…All this makes Borisov’s garrison incapable of combat.' The relationship between Susaikov and Kreizer has been one of 'certain frictions', and it was also noted that units of permanent in the main sectors were 'hiding' behind the lines of cadets and the 'rabble'.

It was Nehring’s 18^th Panzerdivision was was advancing on Borisov, and on 30 June the advance units of this division reached the outskirts of Novo-Borisov. The concrete bridge across the Berezina river had been readied for demolition, but the Soviet command hesitated as there was a steady and continuous flow of retreating Soviet units across the bridge .

The fighting for the Borisov crossings lasted from 30 June to 2 July. Kreizer’s tank crews received an order to move to Borisov on 1 July 1 at 03.40, and at 05.50 they started the movement. After a progress of 81 miles (130 km), by 12.00 they had arrived in the area of ​​the city. The main forces of the 18^th Panzerdivision approached Borisov on 1 July, and by 16.30 had collided with the tanks of the 1^st Motorised Division in the Novo-Borisov area. In Susaikov’s group there was an acute shortage of tanks and both anti-tank and anti-aircraft artillery, and German warplanes dominated the skies. Under these conditions, Nehring’s tanks managed to break through to the main reinforced concrete bridge in Borisov and, interrupting work of the engineer troops responsible for the required explosion, seized a bridgehead on the eastern bank.

On 4 July, the headquarters of the West Front issued a combat order which stated: 'As a result of the criminal negligence of the command and the military unit defending Borisov, the bridge across the river was not blown up. This made it possible for enemy tanks to break through so important a water barrier.'

On 2 July, the 1^st Motorised Division had launched a counterattack along the road to Borisov, and Guderian later recalled that '…the 18^th Panzerdivision got a fairly complete picture of the strength of the Russians, because for the first time they used their T-34 tanks, against which our guns were too weak at that time…'

It was not possible to drive the Germans from the Borisov bridgehead, however, among the reasons being the ruthless capabilities of the German tactical air support. On the following day the Soviet division went over to the defensive, and under German pressure pulled back.

On 4 July, the 1^st Motorised Division counterattacked near Loshnitsa, and Kreizer later recalled that '…the situation remained tense: tanks and motorised infantry of the enemy’s XLVII Corps (mot.), enlarging the bridgehead, moved along the highway, trying to build on the success in the direction of Loshnitsa. Under these conditions, a decision was made by the forces of the 12^th Tank and 6^th Motorised Regiments to counterattack into the flank of the enemy grouping that had broken through in the direction of Loshnitsa. During the counterattack, a major tank battle broke out, with more than 300 tanks participating on both sides. As a result of the counterattack, the enemy’s advance was delayed until the end of 4 July. Parts of the division won time to occupy the defence on the Nacha river.'

The commander-in-chief of the German ground forces, Generalfeldmarschall Walther von Brauchitsch, expressed concern about the severe losses suffered by the 18^th Panzerdivision in a forest battle.

Mobile defence tactics became the basis of the 1^st Motorised Division’s actions for the entire period of the battle: in the first half of the day, operating on a front up to 12.5 miles (20 km) wide, the division’s forces, using all available firepower resources, sought to limit the advance of the German armour, forcing the latter to deploy into battle formation and thereby lose momentum. Toward evening, under cover of dusk, the division’s main strength used its vehicles to withdraw 6.1 to 7.5 miles (10 to 12 km) to a new line of defence. This tactic made it possible to avoid irrecoverable losses inevitable on permanent lines of defence below dominance German air strength. In addition, swift and unexpected manoeuvres misled the Germans, preventing them from bypassing the Soviet divisional deployment, which was the favoured tactic of German tank commanders in the initial period of the 'Barbarossa' campaign.

On 5 July, the 1^st Motorised Division came under heavy attack by the 18^th Panzerdivision, pulled back from the line along the Nacha river, retreated to the Bobr river, and by the end of the day had abandoned Krupki. By 6 July, the Soviet division had received reinforcements in the form of the 115^th Tank Regiment of the 57^th Tank Division with more than 100 light tanks (mostly of the T-26 type) as well as 30 T-34 medium tanks and 10 KV heavy tanks, and returned to the offensive in support of the attack of the 20^th Army in the direction of Lepel. On 7/8 July the division became embroiled in the battle for Tolochin which, on 8/9 July, changed hands twice. By 20.00 on 9 July, the 1^st Motorised Division had been forced to withdraw to the next line of defence in the area of Kokhanovo. Up to this time, the division had been able to undertake defensive battles on a front as wide as 21.75 miles (35 km) wide, its combat capabilities had now been reduced to the organisation of the defence with the forces still available to it, and then only on the main axis along the highway linking Minsk and Moscow. However, the German forces operating against the division could find no roads suitable for armour in manoeuvring warfare, and were therefore unable to make any deep detour or to cover its flanks.

Despite being a considerable distance from other Soviet forces, the 1^st Division not only escaped encirclement, which was the usual fate of Soviet formations during this period of the war, but was also able to fulfil is assigned task of delaying the German progress: in the event, the advance from Borisov to Orsha took the Germans more than a week, a period in which the 18^th Panzerdivision lost about half of its tank strength. The 1^st Division also suffered significant losses, and on 10 July was withdrawn to the reserve of the 20^th Army in the Orsha region .

The skill and determination of the 1^st Division made had it possible to delay the advance of the German vanguard forces toward Moscow and thus to allow the deployment into the defences of the Soviet army’s second strategic echelon on the Dniepr river.

The start of the Soviet offensive in the Lepel area had been scheduled for the morning of 6 July, by which time General Major Ilya P. Alekseenko’s V Mechanised Corps comprised Polkovnik F. U. Grachev’s 13^th Tank Division and Polkovnik Ivan P. Korchagin’s 17^th Tank Division and a detachment of the 109^th Motorised Division. The V Mechanised Corps had been transferred from Ukraine to the area lying to the east of Orsha: its tank units had arrived by 4 July, and its other elements continued to unload until 8 July though the main forces of the 109^th Motorised Division, as well as rear-area and repair units, did not arrive at all. The reconnaissance battalion and communications battalion of the 13^th Tank Division also remained in Ukraine. In total, the corps operated 927 tanks.

General Major Vasili I. Vinogradov’s VII Mechanised Corps comprised Polkovnik Ivan D. Vasiliev’s 14^th Tank Division and General Major Fedor T. Remizov’s 18^th Tank Division. At the start of the war, the VII Mechanised Corps began to advance to the west from the Moscow Military District, and by June 30 was concentrated in the Liozno area. As indicated above, the 1^st Motorised Division had been removed from the corps' control and transferred to the Borisov area, where it immediately entered combat. By the beginning of the battles, the VII Mechanised Corps (less the 1^st Motorised Division) operated 507 tanks.

In addition to the pair of mechanised corps, whose armoured strength of more than 1,400 vehicles included 47 KV heavy tanks and 49 T-34 medium tanks, Kurochkin’s 20^th Army also controlled part of the LXIC Corps (153^rd, 229^th and 233^rd Divisions), and held the road linking Vitebsk and Orsha, and several separate infantry divisions. According to one source, the the 20^th Army had additionally been reinforced with four artillery regiments and five anti-aircraft artillery battalions. In total, the army numbered more than 130,000 men, more than 1,000 tanks and 1,500 pieces of artillery and mortars, the last including more than 600 mortars and 500 anti-tank guns.

Air support for the 20^th Army was provided by the 23^rd Mixed Air Division (169^th and 170^th Fighter Regiments, 213^rd and 214^th Bomber Regiments, 430^th Osnaz Attack Regiment and 401^st Osnaz Fighter Regiment), in total 124 aircraft, of which 198 were serviceable. Despite the fact that it had already lost much of its strength by this time, the 12^th Bomber Division, based in the Vitebsk region, was also ordered to support the offensive. According to the report by the commander of the Air Force of the West Front, as of 8 July at the height of the counter-offensive, the 20^th Army’s air support comprised 58 aircraft, and another 166 aircraft were under direct command of the front.

On the German side, the tank battle to the south-west of Vitebsk involved primarily Generalmajor Hans Freiherr von Funck’s 7^th Panzerdivision of General Rudolf Schmidt’s XXXIX Corps (mot.) and Generalmajor Johannes Streich’s (from 7 July Generalmajor Karl Ritter von Weber’s 17^th Panzerdivision of General Joachim Lemelsen’s XLVII Corps (mot.).

The 7^th Panzerdivision was based on Oberst Eduard Hauser’s 25^th Panzerregiment of three battalions with 149 armoured fighting vehicles out of the 265 with which it had embarked on 'Barbarossa'. A few more tanks were repaired and placed back into service, for the division’s irrecoverable losses as of June 30 amounted to only 25 tanks, so the increase in the number of tanks within the following week could have been as much as a theoretical 90 vehicles. The 7^th Panzerdivision had also been allocated the 70 or so flamethrower tanks of the 101^st Panzerabteilung (F), which reached the division on 6 July. The 17^th Panzerdivision was based on the 39^th Panzerregiment of two battalions, and according to a Soviet source by 4 July had only 80 of the 239 tanks and armoured personnel carriers with which it had started on 'Barbarossa'. Thus the two Panzer divisions opposing the two Soviet mechanised corps was operating between 300 and 400 tanks.

On 9 July, Generalleutnant Josef Harpe’s 12^th Panzerdivision approached the battle area. This formation had started on 'Barbarossa' with 220 armoured fighting vehicles, of which 209 were still serviceable on 4 July, and this reinforcement finally tipped the scales in favour of the Germans.

German air support was provided by General Wolfram Freiherr von Richthofen’s VIII Fliegerkorps of Generalfeldmarschall Albert Kesselring’s Luftflotte II.

The fighting on the northern flank of the West Front between 1 and 10 July had as its salient features severe fighting in which a portion of the 17^th Tank Division was encircled in the Tsotovo and Tolpino area where, for lack of collaboration between the two Soviet mechanised corps and even individual tank divisions, hostilities were reduced to scattered battles on the Chernogostnitsa river in the Senno area within the offensive zone of the VII Mechanised Corps and in the Tolpino and Tsotovo area within the offensive zone of the V Mechanised Corps.

The 14^th Tank Division, having launched its attack on 6 July, found itself unable to overcome the German defences along the bend of the Chernogostnitsa river in the area to the east of Beshenkovichi. As a result of the fighting on 6 July, Kurochkin reported to Timoshenko that 'I explain the corps' lack of success on the command’s inability to supervise the battle, the lack of co-operation between artillery and tanks, the indifferent nature of the headquarters, and the insufficient air support and cover, allowing enemy aircraft to attack the corps' units with impunity…'

Despite this, for the whole of the following day the 14^th Tank Division continued its attack, again without success, of the German forces along the Chernogostnitsa river. According to the report of Vasiliev, the divisional commander, 126 tanks (including 11 KV-1 and 24 T-34 machines) were committed by his division on 7 July, and of these more than half were lost, and too were more than 200 men killed and wounded. German sources claim the destruction of 74 Soviet tanks, a figure which generally coincides with the Soviet data.

There is some reason to believe that the main reason for the 14^th Tank Division’s lack of success was the combination of the wrong location and the lack of fire support. The division attacked German forces well supplied with anti-tank weapons and based behind a natural anti-tank 'ditch' in the form of a river with swampy banks. An attempt to establish bridgeheads under German fire and then to attack with the main strength of the tank regiments led to major losses of tanks and other equipment even at the river-crossing stage and even before the division’s main strength could be brought to bear.

It was only during the evening of 7 July that the 14^th Tank Division was ordered to change the direction of its main attack, but by this time the formation’s losses had been so severe that it was unable to comply.

On 6 July, the vanguard of the 17^th Panzerdivision captured Senno, but during the evening it was driven back by the leading units of the 18^th Tank Division. On the following day, fierce battles for Senno took place, but on 8 July the 18^th Tank Division, without waiting for the support of other units, was forced to retreat.

The divisions of the V Mechanized Corps also attacked on 6 July but, as a result of the muddiness of the roads after rain storms, managed to advance only slowly and by 20.00 had been able to push forward a mere 8.1 to 9.3 miles (13 to 15 km) in the direction of Lepel. On 7 July the corps attacked the extended columns of the 17^th Panzerdivision as they moved on Senno, and in the van the reinforced 17^th Motorised Regiment broke through to the Tsotovo and Tolpino area, severely dislocating the Panzer division. However, the abandonment of Senno by units of the VII Mechanised Corps on 8 July sharply worsened the position of the V Mechanised Corps' divisions and elements of the 7^th Panzerdivision and the 17^th Panzerdivision attacked from the Senno area into the flank and rear of the V Mechanised Corps, and some of the corps' forward units were surrounded.

At 16.30 on 9 July, as a result of German offensive movement to the north of Vitebsk, the Soviets called off their offensive and ordered a withdrawal of all of the mechanised corps' units from the battle.

The remnants of the V Mechanised Corps withdrew to the Orsha area by Kurochkin’s order, and in the course of this escape from encirclement, the commander of the 13^th Tank Division’s 25^th Tank Regiment was killed. The remnants of the 17^th Tank Division’s motorised regiment broke out of the encirclement only on 20 July.

Accounts of the battle differ in the number of tanks and men the Soviet forces lost: according to one, the total was 832 tanks; another cites the losses of the V Mechanised Corps (excluding the encircled detachment of the 17^th Tank Division) at 646 men including 138 killed and 357 missing; and the combat diary of the V Mechanised Corps listed its losses in the fighting of 8 to 10 July in the Tolpino and Tsotovo area as 82 tanks, 11 vehicles, three tractors and one 1 armoured vehicle for the 13^th Tank Division, 244 tanks, eight tractors and 20 vehicles for the 17^th Tank Division, and 40 tanks and one vehicle for the 109^th Motorised Division.

The German losses are unknown, and while they have been estimated as four infantry regiments, several batteries of artillery and up to 300 tanks, these data are clearly overstated.

The Soviet counter-offensives ended in failure. Having pinned of the Soviet forces with only a part of its own forces, the XXXIX Corps (mot.) then crossed the Zapadnyi Dvina river in the Ulla area on 8 July with three divisions, and on 9 July 9, Generalleutnant Horst Stumpff’s 20^th Panzerdivision of the XXXIX Corps (mot.) within the 3^rd Panzergruppe stormed into Vitebsk.