Dniepr-Carpathian Strategic Offensive Operation

The 'Dniepr-Carpathian Strategic Offensive Operation' was the Soviet major undertaking to liberate all of the regions Ukraine and Moldavia still occupied by the Germans (24 December 1943/17 April 1944).

The operation was executed, from north to south, by General Polkovnik Pavel A. Kurochkin’s 2nd Belorussian Front, General Nikolai F. Vatutin’s (from 1 April 1944 Marshal Sovetskogo Soyuza Georgi K. Zhukov’s) 1st Ukrainian Front, Marshal Sovetskogo Soyuza Ivan S. Konev’s 2nd Ukrainian Front, General Rodion Ya. Malinovsky’s 3rd Ukrainian Front and General Fedor I. Tolbukhin’s 4th Ukrainian Front.

As part of the 'Lower Dniepr Offensive Operation' in the autumn of 1943, which secured the Left-Bank Ukraine and cut off the German 17th Army in Crimea, the Soviet forces established several bridgeheads on the western bank of the Dniepr river, and these were expanded throughout November and December to become the platforms from which the 'Dniepr-Carpathian Strategic Offensive Operation' would be launched. This offensive and its successors, which continued into December, left several large German salients along the Dniepr, including one to the south of Kiev centred on the city of Korsun, between the areas of the 1st and 2nd Ukrainian Fronts, and another to the south, around Krivoi Rog and Nikopol. Adolf Hitler’s 'no retreat' policy forced the German formations to hold these militarily impractical positions despite the opposition of Generalfeldmarschall Erich von Manstein, the commander of Heeresgruppe 'Süd'.

The German forces were further disadvantaged by Hitler’s Führerweisung Nr 51 which, while implying that he would allow his generals on the Eastern Front to conduct a dynamic defence, in reality deprived them of much of their facility to do so by directing all future reinforcements to the Western Front in order to counter the expected Anglo-US invasion of North-West Europe. Hitler’s insistence that his troops 'fight where they stand' was especially strong in the Ukrainian sector, where he wished to maintain the German position near Krivoi Rog and Nikopol for the mining operations there, and to maintain strong hold on Crimea as a result of his fears that it could become a base for Soviet bombing attacks on the oil fields and refineries at Ploieşti in Romania, and also his belief that the loss of Crimea would convince Turkey to enter the war on the Allied side.

The 'Dniepr-Carpathian Strategic Offensive Operation' was divided into two phases, and its successful conclusion found the Soviet forces in eastern Poland and northern Romania after a campaign in which they had destroyed 18 German divisions, and reduced another 68 to no more than half of their establishment strength.

The overall operation’s constituent elements were, in the first phase, the 'Zhitomir-Berdichev Offensive Operation' (24 December 1943/14 January 1944), 'Kirovograd Offensive Operation' (5/16 January), 'Korsun-Shevchenkovsky Offensive Operation' (24 January/17 February), 'Rovno-Lutsk Offensive Operation' (27 January/11 February) and 'Nikopol-Krivoi Rog Offensive Operation' (30 January/29 February) and, in the second phase, 'Proskurov-Chernovtsy Offensive Operation' (4 March/17 April), 'Uman-Botosani Offensive Operation' (5 March/17 April), 'Bereznegovatoye-Snigirevka Offensive Operation' (6/18 March), 'Polesskoye Offensive Operation' (15 March/5 April) and 'Odessa Offensive Operation' (26 March/14 April).

Facing this Soviet onslaught were, from north to south, Generaloberst Erhard Raus’s 4th Panzerarmee, Generaloberst Hans-Valentin Hube’s 1st Panzerarmee and General Otto Wöhler’s 8th Army of von Manstein’s Heeresgruppe 'Süd' (from 30 March Generalfeldmarschall Walter Model’s Heeresgruppe 'Nordukraine'), and Generaloberst Karl Hollidt’s (from 8 April 1944 General Maximilian de Angelis’s) 6th Army and General de armatâ Petre Dumitrescu’s Romanian 3rd Army of Generalfeldmarschall Ewald von Kleist’s Heeresgruppe 'A' (from 30 March 1944 Generaloberst Ferdinand Schörner’s Heeresgruppe 'Südukraine'), joined later in the campaign, as the Soviet forces approached the northern part of Romania, by General de corp de armatâ Constantin Sanatescu’s Romanian 4th Army.

In Ukraine, to the west of the Dniepr river and to the south of the Pripyet marshes, the situation of Heeresgruppe 'Süd' in December 1943 had deteriorated rapidly in only a short time. von Manstein’s forces were still stretched dangerously thinly right across the southern part of Ukraine from a position to the north of Korosten as far downstream as the Dniepr bend, and presented the Soviet forces with a vulnerable and therefore most attractive target salient. Nikopol and Krivoi Rog were held at the insistence of Hitler despite the fact that the coal and mineral ores of the region were no longer being mined, so the abandonment of the area would not have presented the German economy with an insoluble problem and at the same time would have given the senior German commanders a line considerably easier to defend.

Meanwhile another threat had developed on the left flank of Heeresgruppe 'Süd', where the Soviet salient to the south-west of Kiev, made by the 1st Ukrainian Front, appeared likely to separate Heeresgruppe 'Süd' from Generalfeldmarschall Ernst Busch’s Heeresgruppe 'Mitte'.

But the Soviet fronts in Ukraine were not without their own difficulties. The winter weather of 1943/44 had been very mild in the south, and the rain and mud of the spring thaw began very early, at the end of December. The Soviet lines of communication extended some 300 miles (485 km) to the rear, and thus there were difficulties in supply, maintenance and repair. Only half of the 2nd Ukrainian Front’s motor transport was serviceable, and of the 168 infantry divisions in the western part of Ukraine most were still considerably below establishment strength despite the energetic measures which had been taken to make good the deficiencies by impressing the local Ukrainian population. Further operational difficulty was presented by the fact that the vast majority of the region’s airfields had been particularly badly affected by the rain and flooding.

Undeterred by these problems, however, the Soviet high command relentlessly pressed the renewal of its strategic offensive along the whole of the line, Zhukov remaining as the co-ordinator of the 1st and 2nd Ukrainian Fronts, while Marshal Sovetskogo Soyuza Aleksandr M. Vasilevsky co-ordinated the 3rd and 4th Ukrainian Fronts.

The 1st and 2nd Ukrainian Fronts were now to make parallel thrusts in a south-westerly direction on the axes between Vinnitsa and Podolsky via Mogilev and between Kirovograd and Pervomaysk, while the 3rd and 4th Ukrainian Fronts were to deliver concentric blows on Nikopol and Krivoi Rog.

The first phase of the offensive was to be undertaken by the 63 infantry divisions of the 1st Ukrainian Front. On the morning of 24 December the attack began against Raus’s 4th Panzerarmee, and as it developed the frontage of Vatutin’s assault broadened to 200 miles (320 km). The main thrusts were made by General Leytenant Vasili I. Kuznetsov’s (from 15 December General Leytenant Andrei A. Grechko’s) 1st Guards Army, General Leytenant Pavel S. Rybalko’s 3rd Guards Tank Army and General Leytenant Konstantin N. Leselidze’s 18th Army toward Zhitomir, and by General Leytenant Kirill S. Moskalenko’s 38th Army and General Leytenant Mikhail Ye. Katukov’s 1st Tank Army toward Vinnitsa.

The main thrust of the 1st Ukrainian Front was therefore to be delivered in the centre, with two tank and three infantry armies striking to the south-west while the two infantry armies on the northern and southern flanks fanned out to the west and south respectively.

At the end of 1943 Heeresgruppe 'Süd' consisted of the 1st Panzerarmee, 4th Panzerarmee and 8th Army, in all the equivalent of 43 infantry, 15 Panzer and seven Panzergrenadier divisions. von Kleist’s Heeresgruppe 'A' to the south of Heeresgruppe 'Süd' comprised Generaloberst Erwin Jaenecke’s 17th Army in Crimea and the Romanian 3rd Army and 6th Army in the Dniepr bend, this army group totalling eight German infantry and 10 allied divisions.

Although Hitler maintained the semblance of good relations with von Manstein, the German leader was in fact very hostile to the field marshal, and von Manstein’s proposals to evacuate the Dniepr bend and move his own army group headquarters from Vinnitsa to Lwów were discussed by Hitler with several senior officers, including Generaloberst Kurt Zeitzler and General Alfred Jodl, chief-of-staffs of the Oberkommando des Heeres and Oberkommando der Wehrmacht respectively, and treated with derision. At an earlier time von Manstein had appealed to Hitler for permission to move the 1st Panzerarmee over to his left flank and to evacuate the Dniepr bend, but Hitler had countered this proposal by promising the despatch by rail of reinforcement in the form of single divisions each from Heeresgruppe 'A', Heeresgruppe 'Mitte' and Heeresgruppe 'Nord'.

As these divisions could not arrive in time to be used at the moment they were most needed, five days after the start of the Soviet offensive von Manstein on his own responsibility had shifted the headquarters of Hube’s 1st Panzerarmee, together with one infantry and three Panzer divisions, from the Dniepr bend to his left wing. He conformed, however, to Hitler’s strategy in that Wöhler’s 8th Army continued to hold part of the area of the Dniepr bend to the west of Hollidt’s 6th Army, which was deep in the Nikopol pocket. Although the headquarters of the 1st Panzerarmee had come to organise the relief of Raus’s hard-pressed 4th Panzerarmee, taking over its right-hand sector while the 4th Panzerarmee took over more ground to the left, both had to give way before Vatutin’s attack, which threatened the German railway link between Lwów and Odessa, a link which was vital to the survival of both the right wing of Heeresgruppe 'Süd' and the whole of Heeresgruppe 'A'.

The 1st Ukrainian Front continued to fight its way forward, at first steadily and then more rapidly, to take Korosten, Novograd Volynsk, Zhitomir, Berdichev and Belaya Tserkov during the first two weeks of the offensive.

On 5 January, the day after von Manstein had returned from seeing Hitler in East Prussia to ask once more that the Dniepr bend be evacuated and that he be given the 17th Army from Crimea, Konev’s 2nd Ukrainian Front began its offensive in a thick fog, the attack this time falling on Wöhler’s 8th Army farther to the east. The 2nd Ukrainian Front’s offensive took the form of a single thrust on a fairly narrow 60-mile (100-km) front between Cherkassy and Starodub well to the east of Vatutin’s sector, the main axis being in a south-westerly direction toward Kirovograd.

The main attack was undertaken by General Leytenant Ivan M. Managarov’s 53rd Army, at this time under the temporary command of General Leytenant Ivan V. Galanin, and General Polkovnik Pavel A. Rotmistrov’s 5th Guards Tank Army. Subsidiary flanking attacks were entrusted to General Major Aleksandr I. Ryzhov’s (from 3 February General Leytenant Ilya K. Smirnov’s) 4th Guards Army, General Leytenant Aleksei S. Zhadov’s 5th' Guards Army and General Leytenant Mikhail S. Shumilov’s 7th Guards Army, while General Leytenant Konstantin K. Koroteyev’s 52nd Army took the far northern flank.

By attacking to the west of Kirovograd and toward Malaya Viska, the Soviets hoped to outflank that part of the 8th Army defending the southern bank of the Dniepr, roughly between Cherkassy and Korsun, and complete a double envelopment by linking with Vatutin’s forces in the German rear.

The 2nd Ukrainian Front’s offensive fell initially on General Erich Buschenhagen’s (from 1 February General Rudolf von Bünau’s) LII Corps and Generalleutnant Nikolaus von Vormann’s XLVII Panzerkorps. von Vormann, who had arrived from Germany only a few days earlier to take over command of the XLVII Panzerkorps from von Bünau, recorded the condition in which he found his three Panzer, one Panzergrenadier and four infantry divisions: each of the Panzer divisions was hardly more than a Panzer group and each of the infantry divisions no stronger than a reinforced regiment. Generalleutnant Bernard Ramcke’s 2nd Fallschirmjägerdivision, for example, had a fighting strength of just 3,200 men and a front of 13 miles (21 km), and Generalleutnant August Schmidt’s 10th Panzergrenadierdivision had 3,700 men and a front of 10 miles (16 km).

There was deep snow everywhere and the temperature was -20° C (-4° F). Any change of battle position on the infantryman’s part, even of only a few hundred yards, meant that he had to find himself new fire trenches and fresh shelter from artillery fire and from the cold, often an impossible task in the iron hard ground. Even so, the morale of the German troops remained high, if somewhat concerned, as radio intercepts suggested that an offensive was imminent, particularly as Soviet wireless traffic made little effort to conceal the preparations for the attack.

The Soviet offensive opened in the usual fashion with 30 minutes of devastating artillery bombardment followed by heavy tank and infantry attacks. von Vormann noted that although the Soviet plans had been well conceived at higher command levels, the Soviet forces still suffered from one of their besetting earlier weaknesses, namely a lack of flexibility and co-ordination in their artillery fire, some lack of initiative on the part of the lower commanders, and generally poor performance by the untrained infantry, which outnumbered the German defenders by 8/1 but comprised largely locally raised and often unwilling levies, known to the German soldiers as booty troops (Beutesoldaten).

On 5/6 January, the artillery of the XLVII Panzerkorps fired 177,000 rounds as it sought to cover the many gaps in its front with fire. No corps or army reserves were available, and the German corps' fronts were in danger of disintegration. On 8 January the Soviets took Kirovograd, and in the night of 9 January the headquarters of the XLVII Panzerkorps was dispersed with major losses in men and equipment by a Soviet tank brigade carrying infantry on its tanks, and the German divisions were repeatedly encircled as they fought their way back to the west. Konev’s advance continued in the face of the fierce opposition.

Farther to the west Vatutin’s 1st Ukrainian Front continued to drive a wedge between the 1st Panzerarmee and 4th Panzerarmee until the gap between the two formations was 40 miles (65 km).

In the second half of January, Heeresgruppe 'Süd' mounted two powerful counterattacks on the 1st Ukrainian Front in the area between Uman and Vinnitsa using two Panzer and one infantry corps. The first of these counterattacks drove back General Leytenant Filipp F. Zhmachenko’s 40th Army and Zhadov’s 5th Guards Army to the north of Uman, while the second cut off part of Moskalenko’s 38th Army and Katukovs 1st Tank Army, and also inflicted heavy casualties on them, particularly in tanks. Here the 1st Ukrainian Front temporarily lost ground and fell back some 20 miles (32 km).

The penetration by the 1st and 2nd Ukrainian Fronts to the east and west of the Korsun area had already left an exposed German salient to the south-west of Cherkassy, held by troops of the 1st Panzerarmee and 8th Army. The offensive was renewed by the flank formations of both the 1st and 2nd Ukrainian Fronts aimed at the double envelopment of this salient. The 2nd Ukrainian Front attacked first on 25 January, taking Shpola on 27 January and Zvenigorodka, deep in the German rear, on the following day in spite of strong counterattacks by German armour which enveloped and cut off the attackers for a period of three days. The 1st Ukrainian Front then took up the attack from the west on 26 January, and on 28 January, the day on which Hitler summoned all his army group and army commanders to East Prussia to hear a lecture on the virtues of National Socialism within the German army, elements of General Leytenant Andrei G. Kravchenko’s 6th Tank Army joined Rotmistrov’s 5th Tank Army of the 2nd Ukrainian Front near Zvenigorodka. This double envelopment cut off Buschenhagen’s XLII Corps and Generalleutnant Wilhelm Stemmerman’s XI Corps.

Four infantry divisions, one SS Panzer division, one SS brigade and other elements, totalling some 60,000 men, were thus isolated in a pocket sealed off by a Soviet force of about 27 infantry divisions as well as four tank and one mechanised corps.

Within Heeresgruppe 'Süd' there was intense activity to assemble a relief force, as it was known by experience that the longer the attack was delayed the more difficult the task of relief would be. All major decisions were reserved to Hitler, however, and the German leader was informed of the encirclement by a telephone call from Zeitzler at 17.00, after which he tried to find reinforcements by pulling single small formations and even units from areas which were under less pressure. Infantry, Hitler suddenly told Zeitzler, was no longer of any combat value unless supported by tanks or assault guns.

Hube’s 1st Panzerarmee was instructed to end its battle against Katukov’s 1st Tank Army on the far left, and the 8th Army had to make available von Vormann’s XLVII Panzerkorps. von Manstein ordered Generalleutnant Maximilian Freiherr von Edelsheim’s 24th Panzerdivision from the sector of Hollidt’s 6th Army in the Dniepr bend, but Hitler, in his typical method of conducting the war on all fronts from his desk, ordered the division back, after it had actually begun to attack at Cherkassy, on the grounds that the Nikopol area was threatened. After a round march of some 500 miles (800 km) the division arrived there too late, having been of service on neither sector.

The encirclement was typical of Soviet practice, the inner infantry cordon being found by formations of Smirnov’s 4th Guards Army and Trofimenko’s 27th Army, while the armour Rotmistrov’s 5th Guards Tank Army and Kravchenko’s 6th Tank Army provided the outer cordon, ready to repel the awaited Panzer attacks of the relieving forces.

On 8 February the encircled Germans were invited to surrender, promise being made of humane conditions together with the guarantee of life and safety. By 10 February the whole of the pocket was within range of Soviet artillery as the two encircled corps were compressed and crowded into an area of about 10 by 20 miles (16 by 32 km). The XLII Corps had been placed under the command of Stemmermann, and all troops in the pocket were put under the command of Wöhler’s 8th Army. A basic airlift organisation already existed at Korsun airfield to supply those forward elements of the 8th Army cut off by the muddy weather, and this was expanded to deliver 80 tons per day to the encircled troops, but operations were decidedly hampered by the fact that the visibility and flying conditions were poor as a result of heavy snow and rain showers.

Wöhler chafed at the delay in assembling the relief force and at having the method of relief (an ambitious but unrealistic encirclement aimed at destroying the Soviet forces rather than extricating the German troops) imposed on him from above. The first relief thrust made by the proposed left-hand pincer, General Hermann Breith’s III Panzerkorps, started on 4 February but was directed too far to the west and came to a standstill in blood and mud. Having lost five days and suffered many casualties, the III Panzerkorps was pulled back to its starting point. With no time for further delay, formations were committed on a new, direct axis piecemeal as they arrived. von Vormann’s XLVII Panzerkorps took up the attack farther to the east. Wide areas of glutinous mud made movement difficult and vehicles ran out of fuel, and the air supply of the relieving troops was not genuinely effective.

The change of the III Panzerkorps' axis surprised the Soviets and a temporary drop in the temperature assisted movement by solidifying the terrain, but resistance stiffened as General Leytenant Semyon I. Bogdanov’s 2nd Tank Army, allotted to the 1st Ukrainian Front by the Soviet high command, joined the battle. On 12 February the III Panzerkorps had reached the hamlet of Lysyanka within 10 miles (16 km) of the Korsun Shevchenkovsky pocket.

The Soviet high command then made strenuous efforts to prevent the success of the German relief effort. Command of the break-in area was given to the 2nd Ukrainian Front, and General Leytenant Sergei G. Trofimenko’s 27th Army was transferred from the 1st Ukrainian Front to the 2nd Ukrainian Front. The Soviet losses of infantry were rapidly made good when formations such as the 180th Division descended on the village of Kvitki in the narrow strip of land between the pocket and the III Panzerkorps, and impressed its male population of about 500 into its ranks. These so-called volunteers were committed to their first action only very shortly after this. Although their wide tracks gave the Soviet tanks a tactical mobility superior to that of the German tanks, and the Soviet forces were better provided with tracked vehicles, the Soviet troops also had their difficulties in the mud, and before long bombers were flown in the transport role, all formations were using teams of oxen and horses to move guns and vehicles, and the local peasantry was ordered to move supplies.

On the German side the III Panzerkorps in its advanced position could no longer be supplied by land as a result of state of the ground, and was already on air supply. The German air supply operation was carried out under the direction of General Hans Seidemann’s VIII Fliegerkorps direct to Korsun airfield. Arriving supplies were landed from the air and the wounded were flown out until the ground conditions made the airfield unusable. Recourse was then had to the paradropping of supplies, but this did not prove satisfactory as this slow and inefficient method caused an increase in aircraft losses. Finally the supplies, including petrol drums, were free-dropped from heights as low as 33 ft (10 m). The air transport force suffered some losses to anti-aircraft fire and interception by Soviet fighters, but on the whole the Soviet air units kept their distance, although the lack of German fighters reduced the escorts to a scale of three Messerschmitt Bf 109 fighters to every 36 transport aircraft. In all, 2,000 tons of supplies were flown into the pocket by 1,500 sorties; 2,400 wounded were flown out of the pocket; and 32 transport aircraft were lost.

On 5 February Wöhler’s 8th Army had ordered Stemmermann to ready his formations to break out at any time after 10 February. But it was not before 15 February, on the day on which he authorised Generalfeldmarschall Walter Model’s Heeresgruppe 'Nord' to withdraw to the 'Panther-Stellung', did Hitler agree that the encircled troops should fight their way out. The pocket then started to move toward the south, sometimes in mud and sometimes in slow motion as the weather altered day by day. Some units and formations kept their organisation and moved as cohesive groups, but many of the troops were little more than groups of stragglers put under the command of the nearest officers. Guns, tanks and vehicles were left behind and the troops had nothing but small arms with which to defend themselves against almost incessant tank and infantry assault. SS-Gruppenführer und Generalleutnant der Waffen-SS Herbert Otto Gille’s 5th SS Panzergrenadierdivision 'Wiking' distinguished itself in repelling the attacks. The pocket also had to run the gauntlet of artillery fire, and the German casualties mounted steadily.

On 17 February the pocket’s advanced elements met the leading elements of the III Panzerkorps and as many as two-thirds of the encircled troops came out of the pocket. All the sick and wounded had been left to their fate, all heavy equipment abandoned, and Stemmermann himself had been killed on 18 February. The German claim that 30,000 men got through to safety has to be weighed against the Soviet claim that 18,000 wounded and unwounded prisoners and 50,000 dead remained in the pocket.

However many men escaped from the Korsun pocket, Heeresgruppe 'Süd' had nonetheless suffered a major defeat at the operational and tactical levels. Many of the pocket’s survivors were physically and mentally unfit for an immediate return to service, and two experienced corps had been destroyed as fighting formations.

To the north of Raus’s 4th Panzerarmee, the left flanking formation of Heeresgruppe 'Süd', a great gap had appeared between Heeresgruppe 'Süd' and Heeresgruppe 'Mitte' as Hitler had been unwilling, and indeed unable, to accede to von Manstein’s recommendation that another army should be formed in the Rovno area. Some troops of General Arthur Hauffe’s XIII Corps were detached to cover the land approach from Rovno to Lwów, and some SS and police battalions were used to cover the railway line in the area of the Pripyet marshes. No immediate Soviet attack was expected in this area as it was believed that the 1st Ukrainian Front was preoccupied both at Cherkassy and in the wedge between the 4th Panzerarmee and the 1st Panzerarmee.

On 27 January, however, General Leytenant Nikolai P. Pukhov’s 13th Army and General Leytenant Ivan D. Chernyakhovsky’s 60th Army, the right flanking formations of Vatutin’s 1st Ukrainian Front, attacked to the east, being helped through the marsh and woodland by partisans. Using the I and VI Guards Cavalry Corps on the extreme flank, two days later the two armies reached the Styr river well inside the 1939 borders of Poland. Rovno, Luck and the Zdolbunov railway junction were soon taken, and on 10 February Shepetovka fell. Erich Koch, the Reichskommissar of Ukraine, fled from his headquarters at Rovno on the approach of the Soviet troops, and the loss of the town led to the usual recriminations by Hitler against the German army and the threat of the death sentence for officers in command positions.

Some four weeks earlier, on 10/11 January, far to the east in the Dniepr bend, Malinovsky’s 3rd Ukrainian Front and Tolbukhin’s 4th Ukrainian Front had attacked Hollidt’s 6th Army; but the attack was called off after only five days as the fighting had made little progress. The two fronts were then regrouped and reinforced before mounting a new attack on 30 January. General Leytenant Vasili V. Glagolev’s 46th Army and General Leytenant Vasili I. Chuikov’s 8th Guards Army made the main attack in the centre of the 3rd Ukrainian Front, while General Leytenant Mikhail N. Sharokhin’s 37th Army and General Leytenant Ivan T. Shlemin’s 6th Army held the flanks.

The 4th Ukrainian Front, using General Leytenant Vyacheslav D. Tsvetayev’s 5th Shock Army, General Leytenant Dmitri D. Lelyushenko’s 3rd Guards Army and General Leytenant Aleksei A. Grechkin’s 28th Army, attacked the German bridgehead to the east of Nikopol on the Dniepr. Some weeks earlier the 6th Army had incorporated the corps earlier left by the 1st Panzerarmee when it was removed to the left flank of Heeresgruppe 'Süd', and at the end of January 1944 the 6th Army thus comprised General Friedrich Mieth’s IV Corps, General Hans Kreysing’s XVII Corps, General Erich Brandenberger’s XXIX Corps, General Maximilian Fretter-Pico’s XXX Corps and General Hans-Karl Freiherr von Esebeck’s LVII Panzerkorps, totalling three Panzer and 18 infantry divisions.

At about this time, in the middle of the battle, Hitler switched the 6th Army from Heeresgruppe 'Süd' to Heeresgruppe 'A', which had moved its headquarters from Crimea to Nikolayev on the mainland.

The 3rd Ukrainian Front’s attack fell on Fretter-Pico’s drastically understrength XXX Corps, which broke under the Soviet onslaught. The Soviets then cleared the left bank of the Dniepr river and took Nikopol by 7 February, and the German troops in the Dniepr bend, abandoning all their baggage as they went, were soon in retreat as their line of withdrawal was threatened by Chuikov’s 8th Guards Army and Glagolev’s 46th Army to their rear.

On 17 February the Soviets began their attack on Krivoi Rog, and five days later took the town.

The Soviet forces then began to regroup in preparation for the complete liberation of Ukraine. In the north Ukraine is bounded by the Pripyet marshes, which now started to influence the course of operations. The eastern end of the marshes barred the progress of Marshal Sovetskogo Soyuza Konstantin K. Rokossovsky’s Belorussian Front from the area of Gomel, but to the south of the marshes Vatutin’s 1st Ukrainian Front was making rapid progress to the west, outstripping the Belorussian Front, and an operational gap was appearing between the two fronts. As Vatutin’s forces were about to make a left-wheel movement to the south to envelop von Manstein’s Heeresgruppe 'Süd', another formation was required to plug the gap, so a new 2nd Belorussian Front was formed under Kurochkin on 24 February in the area of Kovel, the new front comprising General Leytenant Pavel A. Belov’s 61st Army, General Leytenant Dmitri N. Gusev’s 47th Army and General Leytenant Vasili S. Popov’s 70th Army from the high command reserve. At this time Rokossovsky’s Belorussian Front was redesignated as the 1st Belorussian Front.

Although the eastern part of Ukraine had been relatively free from partisan activity, the western portion with its woods and forests and its mixed Polish and Ukrainian population, was the operational area of many partisan groupings, the Poles being antagonistic to the Germans, Russians and Ukrainians, and the Ukrainians often against the Poles and either for or against the Soviets depending on whether or not their sympathies were communist or nationalist. The Ukrainian nationalist partisans ambushed Soviet troops and vehicles, and in one of these attacks on 29 February Vatutin, commanding the 1st Ukrainian Front and visiting the area of the 60th Army, received severe wounds from which he shortly died. The Soviets thus lost one of their most capable commanders, who was replaced by Zhukov.

The Soviet strategy in southern Russia and Ukraine was based on the westward advance of Kurochkin’s 2nd Belorussian Front along the edge of the Pripyet marshes in the direction of Kovel and Brest, and the southward drive of Zhukov’s 1st Ukrainian Front in the rear of von Manstein’s Heeresgruppe 'Süd' toward the Dniestr river. Konev’s 2nd and Malinovsky’s 3rd Ukrainian Fronts were to move on parallel axes in a south-westerly direction on Jassy (Iaşi) and Odessa, while Tolbukhin’s 4th Ukrainian Front prepared to defeat the 17th Army and retake Crimea.

The coming offensive was not unexpected by Heeresgruppe 'Süd', for while Hitler was still relying on the mud and Soviet exhaustion to give the German armies respite, the troops in the field were well aware that the Soviets possessed far greater mobility than did they themselves. The Soviet tank and motorised formations were better mechanised than their German counterparts, and while the German motorised formations were tied to the roads, their Soviet opponents had great numbers of US Lend-Lease trucks with four- and six-wheel drive, and were therefore able to operate across country in all but the very worst weathers. All German formations, whether motorised or infantry, suffered from a lack of motorisation and a deficiency of tracked vehicles and tractors, and were being worsted by a more numerous and more mobile opponent. The retreats in Ukraine had caused great losses in tanks and in motor vehicles, these being abandoned for lack of fuel or because they were awaiting repair and could not be moved. Many were lost simply because they could not be extricated from the mud.

The protracted movement by road of the Panzer divisions, much of it needless, caused heavy vehicle casualties: for example, the 24th Panzerdivision lost 1,958 vehicles of all types, representing more than half of its establishment, during this period, and like many other Panzer divisions was forced to reorganise its supply and baggage transport on the basis of horse-drawn columns. On 8 February, just after it had been turned back from Cherkassy, this division had 335 otherwise fit vehicles which were not available for service as they were stuck in the mud.

Heeresgruppe 'Süd' had the 8th Army still in the area of Zvenigorodka and Uman, the 1st Panzerarmee around Vinnitsa, and the 4th Panzerarmee on its left flank in the area of Dubno and Tarnopol. In order to plan properly and deploy his available forces to maximum effect, von Manstein had to decide whether the next Soviet blow would be a frontal assault aimed at securing the crossing places over the Bug river at Vinnitsa and Voznesensk, or an envelopment of his exposed left wing. Fearing envelopment from the north in the gap between himself and Busch, he continued to urge on Zeitzler that fresh formations be found to occupy this area and, believing the envelopment on the left flank to be the greater danger, meanwhile moved all his formation boundaries to the left.

Breith’s III Panzerkorps and General Hermann Balck’s XLVIII Panzerkorps were withdrawn over to the left flank in the area of Tarnopol and Proskurov, and von Manstein moved his own headquarters to Lwów behind what he believed to be the decisive sector. The 4th Panzerarmee had taken over the Rovno area, but Raus commanded only Hauffe’s XIII Corps of two infantry divisions, and Balck’s XLVIII Panzerkorps of two Panzer divisions.

Immediately to his south, Hube’s 1st Panzerarmee between Shepetovka and Vinnitsa commanded General Friedrich Schulz’s LIX Corps, Breith’s III Panzerkorps, General Walter Nehring’s XXIV Panzerkorps and General Rudolf Koch-Erpach’s XLVI Panzerkorps, in all 16 divisions including six Panzer divisions.

When it was launched, the Soviet offensive was committed neither on the left nor in the centre, but across the entire Ukraine. Zhukov’s heavy thrust on von Manstein’s left smashed down on Raus’s weak 4th Panzerarmee. The 1st Ukrainian Front had six infantry armies of about 40 divisions, two tank armies with a strength of 520 tanks and self-propelled guns, and another tank army in reserve. On 4 March the 1st Ukrainian Front attacked von Manstein’s left wing to the north of the 1st Panzerarmee with Grechko’s 1st Guards Army and Chernyakhovsky’s 60th Army, and the initial attack was so successful that the 4th Panzerarmee and Schulz’s LIX Corps near Shepetovka, which formed part of the 1st Panzerarmee, were almost overrun.

Two of the Soviet tank armies in reserve, General Leytenant Pavel S. Rybalko’s 3rd Guards Tank Army and General Leytenant Vasili M. Badanov’s 4th Tank Army, were committed to battle the same day.

Within seven days the attack had penetrated to the area of Cherny Ostrov, some 60 miles (100 km) in the German rear, where it was brought to a temporary halt by the counterattacks of Breith’s III Panzerkorps and Balck’s LXVIII Panzerkorps in a battle which, according to Zhukov, matched the Battle of Kursk in its bitterness.

On 5 March Konev’s 2nd Ukrainian Front attacked from Zvenigorodka to Uman in the area to the south of the 1st Panzerarmee on the left wing of Wöhler’s 8th Army, using in its main thrust General Leytenant Ilya K. Smirnov’s 4th Guards Army, Trofimenko’s 27th Army and Koroteyev’s 52nd Army, together with Bogdanov’s 2nd Tank Army, Rotmistrov’s 5th Guards Tank Army and Kravchenko’s 6th Guards Tank Army, although these tank armies had only 650 tanks and self-propelled guns between them. Krylov’s 5th Army and Shumilov’s 7th Guards Army made subsidiary flanking attacks. The five over-extended infantry divisions of General Ernst-Eberhard Hell’s VII Corps, which lay in directly Konev’s path, were rapidly scattered, and by 10 March Uman had been taken on the Soviet progress to the Bug and the Dniestr.

Farther to the east, troops of Malinovsky’s 3rd Ukrainian Front had started to create bridgeheads over the flooded Ingul river, putting heavy pressure on von Kleist. Despite its strength, Hube’s 1st Panzerarmee was already in a very dangerous position as it was being threatened with encirclement. Moving to the south-west in the direction of Romania, Konev was sweeping past the 1st Panzerarmee's right flank, and Zhukov was about to envelop its left flank. On 21 March Katukov’s 1st Tank Army of the 1st Ukrainian Front took up the attack again near Cherny Ostrov over the heavily flooded ground, and in three days reached the Dniestr at Zaleshchiki, crossing the river and nearing Kolomna on the Pruth near the pre-war Czechoslovak border. Its neighbouring formation, Lelyushenko’s 4th Tank Army, said by then to be reduced to 60 tanks, took Kamenets-Podolsky in Hube’s rear. Meanwhile Zhmachenko’s 40th Army of the 2nd Ukrainian Front had turned Hube’s right flank from the south, and by 28 March the 1st Panzerarmee was completely encircled.

Farther to the south-east Konev’s front had reached the Bug river on a 60-mile (100-km) front without meeting resistance and, crossing the river without deploying from the line of march, had raced on to cross the Dniestr two days later. On 26 March the 2nd Ukrainian Front reached the Pruth river on a 50-mile (80-km) front, and a week later Konev had advanced into Romania as far as Paşcani.

Wöhler’s 8th Army and von Kleist’s Heeresgruppe 'A' in the southern part of Ukraine now faced the threat of destruction by this deep encirclement in their rear. von Kleist, however, faced a danger nearer at hand. Heeresgruppe 'A' on the Black Sea coast consisted of the 17th Army in Crimea, Dumitrescu’s Romanian 3rd Army mainly in the Transdniestr region with four Romanian, one Slovak and elements of four German divisions, and Hollidt’s 6th Army of 21 divisions.

The 3rd Ukrainian Front had taken Apostolovo to the west of Nikopol on 5 February, and two days later Nikopol and the remaining German positions on the left bank of the Dniepr had fallen to the 4th Ukrainian Front. On 22 February Malinovsky had taken Krivoi Rog, pushing the 6th Army back to the line of the Ingul river. At the beginning of March the 3rd Ukrainian Front had secured bridgeheads over the flooded river just to the south of Krivoi Rog in preparation for pinning the 6th Army frontally and making a main armoured enveloping thrust through Novy Bug behind Heeresgruppe 'A' down to the Black Sea coast at a point to the east of Nikolayev. This main encircling thrust was to be made by Chuikov’s 8th Guards Army and Glagolev’s 46th Army together with a cavalry mechanised group, while Gagen’s 57th Army, Sharokhin’s 37th Army, Shlemin’s 6th Army and Luchinsky’s 28th Army, together with Tsvetayev’s 5th Shock Army, pinned von Kleist’s formations frontally on the line of the Ingul.

The Soviet attack started during the morning of 6 March, and by the evening of the same day the infantry divisions had made a breakthrough and the cavalry mechanised group had been committed to battle. Although Novy Bug was taken on 8 March, the Soviet mobile troops were not strong enough to envelop the defence. The pinning formations advanced rapidly, however, and on 24 March had advanced some of their elements across the Bug.

The Stavka then changed its orders to the 3rd Ukrainian Front to include the seizure of the Black Sea coast from Nikolayev in the north-east via Odessa to the estuary of the Danube river in the south-west. The axis of the main mechanised thrust was changed from Chuikov’s and Glagolev’s armies to that of Sharokhin’s 37th Army and Gagen’s 57th Army in the direction of Tiraspol and Razdelnaya in the Odessa area as this pair of armies had broken into the rear of the Axis forces and were making the fastest progress to the west.

On 19 March von Manstein and von Kleist had been called from their theatres of operations to Obersalzberg in Bavaria, merely to attend the presentation to Hitler of a declaration of loyalty, intended as an answer to the propaganda being put out through Moscow by General Walther von Seydlitz-Kurzbach, commander of the LI Corps captured at Stalingrad and now an anti-Nazi campaigner of the communist-sponsored League of German Officers and also a member of the communist-sponsored Free Germany National Committee.

While the vitally dangerous situation in Ukraine was as yet not apparent to either of the army group commanders, Hitler was still further removed from reality. He declined to allow the 6th Army to withdraw from the lower Bug, partly because the German navy was adamant that Odessa was essential to supply the Axis forces in Crimea and partly, he said, to sustain the morale of Romania. Hitler was not prepared to discuss any type of strategic regrouping to cope with the possible separation of Heeresgruppe 'Mitte' and Heeresgruppe 'Süd', and instead chose to focus on tactical details which took little account of the situation.

Since the Axis defeat along the line of the Volga river early in 1943, it had been German policy to keep Romanian and Hungarian troops out of the fighting zones, but in 1944 Hitler was obliged to press Vezérfökapitány Miklós Horthy, the Regent of Hungary, and Maresal al România Ion Antonescu, the Conducător and prime minister of Romania, to provide new formations, even though he knew that the Hungarians were becoming increasingly reluctant to continue the war. There were six Romanian divisions in Crimea and the Romanian 3rd Army was already part of Heeresgruppe 'A'. A newly formed Romanian 4th Army, under the command of General de corp de armatâ Ioan Mihail Racoviţă, had been brought up to the Jassy area on the old Romanian frontier, and the Hungarians had promised to mobilise a two-corps army to hold the passes across the Carpathian mountains.

The speed of the Soviet advance took the Germans entirely by surprise and great quantities of munitions and equipment were lost. The Germans had originally intended to fortify and hold the line of the Bug, but the Soviet forces reached some places along the line of this river before the retreating German troops. Even when the 6th Army had pulled back across this river it found itself still threatened with encirclement by the XXIII Tank Corps, the right-flanking formation of the 3rd Ukrainian Front, which was moving toward Tiraspol and Odessa, while farther to the west Konev’s 2nd Ukrainian Front was making an even deeper outflanking penetration toward Jassy.

The Ukrainian railways maintaining Heeresgruppe 'A' and the right wing of Heeresgruppe 'Süd' were already in Soviet hands, so from this time on would have to be placed on the inefficient Romanian railway system.

Heeresgruppe 'A', now including Wöhler’s 8th Army, was almost completely cut off from Heeresgruppe 'Süd', and von Kleist was now faced with the need to turn his forces to face the Soviet forces to their north-west. On 26 March von Kleist informed Hitler that he would have to withdraw to the west from the Bug toward Romania, and was immediately summoned to account for his temerity.

When finally forced to agree with the withdrawal proposal, Hitler insisted on the defence of the line of the Tiligul, a small river between the Dniestr and Bug rivers, in order to cover the sea communications between Odessa and Crimea. This was the last opportunity to evacuate Crimea, a course which had been advised by Antonescu long before this. Hitler had agreed to Hube’s proposal that the encircled 1st Panzerarmee should break out to the south, moving down the valley of the Dniestr river toward Tiraspol and the Black Sea. von Manstein, who intended that Hube should break out west in the general direction of Lwów to meet the 4th Panzerarmee and together with Raus provide the force to cover the gap to the north of the Carpathian mountains, flew to meet Hitler at the Berghof on 25 March in order to get the order rescinded.

Hitler agreed only with the greatest reluctance, but only after he had accused von Manstein of instituting the concept of cowardly retreat into the German army. A Waffen-SS Panzer corps of two divisions was to be withdrawn from France to assist Hube in the break-out. On 2 April a Soviet ultimatum was delivered to Hube’s headquarters, promising that if all armed resistance did not cease by the fall of night one-third of all German troops subsequently surrendering would be shot out of hand. There followed a second ultimatum, this stating that all German officers failing to surrender immediately would be shot on capture.

The encircled 1st Panzerarmee in the area of Kamenets-Podolsky consisted of Breith’s III Panzerkorps, Nehring’s XXIV Panzerkorps, the XLVI Panzerkorps and the LIX Corps, the last two commanded by Schulz, with six Panzer, one Panzergrenadier, one artillery and 10 infantry divisions. The formations were in fact very much under strength: for example, on 14 March Generalmajor Gottfried Frölich’s 8th Panzerdivision had only 32 combat-capable tanks. Even so, the 1st Panzerarmee had a personnel strength somewhere between 200,000 and 300,000 men. It was impossible to feed so large a force by means of air supply, so the formation was ordered to obtain its own food by foraging.

Thus only ammunition, vehicle fuel, tank spares and medical supplies were flown in from airfields near Lwów by a force of Junker Ju 52/3m transport aircraft and Heinkel He 111 bombers, which had therefore to be diverted from their primary task of assisting in the supply of the 17th Army in Crimea. An air supply organisation was set up under Generalmajor Fritz Morzik, Generaloberst Otto Dessloch’s Luftflotte IV being responsible for the overall control of the operation. There were no German fighters available for use as escorts and, as the Soviet air forces were very active by day, most supply sorties were flown at night without escort.

As the encircled pocket was continually on the move, frequent problems were to arise as to the selection and preparation of landing strips and drop zones: some landings were made but most of the supplies were dropped from the air. This meant that very few wounded could be evacuated, so hospital cases had to be transported with the moving pocket. Although Soviet anti-aircraft artillery was used most skilfully, there were few German aircraft losses, and once again the Soviet air forces failed to undertake the destruction of the German air supply airfields.

Eventually by 9 April the whole of the force, after a march of some 150 miles (240 km), linked with the 4th Panzerarmee to the south of Tarnopol, but only after most of its heavy equipment and many of its heavy weapons had been lost.

For the failure to destroy the German force the blame later fell on Zhukov, yet the 1st Ukrainian Front in its march from the Dniepr river to the Carpathian mountains had advanced more than 200 miles (320 km) in six weeks, and it was by then strung out and lacked both support and supplies.

Hitler’s more recent contribution to the direction of the fighting was the selection off the map of nodal points of road or rail traffic, which were declared strongholds and which were to serve as breakwaters to slow the Soviet advance. Each was stocked with ammunition and supplies, and allocated a commander who had to answer with his life for the holding of the place: these strongholds had little effect on the course of the fighting since they were usually in the first instance bypassed by Soviet troops, and as a result many men were wastefully deployed and locked up in these garrisons.

In one of the strongholds, Generalmajor Egon von Neindorff’s garrison held out in the Hitler-designated fortress of Tarnopol, where he soon became a liability for the Luftwaffe transport force tasked with maintaining it. This resulted in the Tarnopol ring becoming a collecting point for Soviet anti-aircraft units, and so intense was their fire that they had to be engaged by Luftwaffe fighter and bomber units before the transport aircraft could drop their loads. Transport gliders were flown in at dawn and dusk to supplement the air drops.

On 15 April, however, the fortress was taken by 1st Ukrainian Front, von Neindorff being killed in the fighting. Only part of the garrison escaped and regained the German lines.

On 30 March von Manstein was woken at his headquarters in Lwów by the surprising news that Hitler’s personal Focke-Wulf Fw 200 Condor four-engine transport aeroplane was about to land, with von Kleist already on board, in order to take the two field marshals to Obersalzberg, there to be removed from their commands. Among Germany’s most capable military leaders, the two men were never re-employed. They were replaced by Generalfeldmarschall Model and Generaloberst Schörner, who were both temporarily in favour with Hitler: Model had gained credit by the energy with which he had waged his defence in the area of Heeresgruppe 'Nord', and Schörner had come to Hitler’s attention as commander of the XL Panzerkorps in the Krivoi Rog and Nikopol battles, and then as Chief of National Socialist Guidance in the Oberkommando des Heeres. Heeresgruppe 'Süd' and Heeresgruppe 'A' were now redesignated as Heeresgruppe 'Nordukraine' and Heeresgruppe 'Südukraine' respectively. As neither was in Ukraine, the designations implied Hitler’s intent to retake these lost territories.

At the beginning of April the seasonal period of mud and flood began, and the Germans hoped that the offensive would end as the Soviet fronts had already outrun their supply and transport organisation. This is in fact what happened, except that the Germans could not retain their bridgehead forward of the Dniestr river covering Odessa. Sharokhin’s 37th Army of the 3rd Ukrainian Front crossed the Tiligul and on 4 April, having taken Razdelnaya, started to destroy part of Hollidt’s 6th Army, encircling German and Romanian troops and pinning them against the coast. Chuikov’s 8th Guards Army and Glagolev’s 46th Army began to press on Odessa, which was finally evacuated by the Axis forces after a protracted argument by signal between Heeresgruppe 'Südukraine' and the Oberkommando des Heeres. Soviet troops entered the port city on 10 April. By this time the German naval support base had been relocated to Constanţa in Romania.