The 'Memel Offensive Operation' was the Soviet offensive toward Memel on the Baltic Sea coast of Lithuania in the final stage of the 'Baltic Strategic Offensive Operation', though the city was finally taken only on 28 January 1945 after a three-month siege at the end of the 'East Prussian Offensive Operation' (5/22 October 1944).

The 'Belorussian Strategic Offensive Operation' of June/August 1944, generally known as 'Bagration', had effectively destroyed Generalfeldmarschall Ernst Busch’s (from 27 June Generalfeldmarschall Walter Model’s and from 17 August Generaloberst Georg-Hans Reinhardt’s) Heeresgruppe 'Mitte' and driven its remnants from Belorussia, most of Lithuania and much of eastern Poland. During August and September of the same year, the German 'Doppelkopf' and 'Cäsar' counter-offensives managed to check the Soviet advance and thereby allow the land connection between Heeresgruppe 'Mitte' and Generalfeldmarschall Ferdinand Schörner’s Heeresgruppe 'Nord', round the southern edge of the Gulf of Riga, to be maintained, but the Stavka then developed a plan for an offensive General Hovhannes K. Bagramyan’s 1^st Baltic Front against the positions of Generaloberst Erhard Raus’s 3^rd Panzerarmee in eastern Lithuania and thence toward Memel, thereby separating the two army groups.

This 'Memel Offensive Operation' was one of the four sub-operations of the 'Baltic Strategic Offensive Operation', whose other three elements were the 'Riga Offensive Operation' (14 September/24 October), 'Tallinn Offensive Operation' (17/26 September) and 'Moonzund Landing Operation' (5/22 October).

In tactical terms, the 'Baltic Strategic Offensive' which had started on 13 September against Schörner’s Heeresgruppe 'Nord' had in fact, during the course of its first two weeks, exercised an effect exactly opposite to that which had been intended. Instead of splitting the German army group, the offensive had reduced the German front to the north of the line linking Riga and Madona by more than 67% from 240 miles (385 km) to about 70 miles (115 km). General Anton Grasser’s Armeeabteilung 'Narwa', Generaloberst Carl Hilpert’s 16^th Army and General Herbert Loch’s (from 5 September General Ehrenfried Böge’s) 18^th Army had certainly suffered major losses in terms of their strengths, but were organisationally still intact and had been compressed tightly into a lodgement centred on Riga. The result, so far as the Soviet forces were concerned, was that the desired breakthrough to Riga had become both more difficult and less profitable. On 27 September the 16^th Army reported heavy Soviet truck traffic heading to the south-west away from its sector of the front, and this rightly suggested that the Soviets had decided to adopt another approach to their operational problem.

On 5 October Bagramyan launched the offensive against the 3^rd Panzerarmee on a 60-mile (100-km) front, concentrating his breakthrough force against Verhein’s weak 551^st Grenadierdivision. The division collapsed on the first day, and the Soviets achieved a 10-mile (16-km) penetration. Bagramyan then committed Volsky’s 5^th Guards Tank Army into the breach, aiming for a rapid breakthrough to the coast in the area just to the north of Memel. There was a general collapse of the 3^rd Panzerarmee's positions by 7 October, and Gollnick’s e]XXVIII Corps, caught between two Soviet forces, was being forced into a beach-head round the port of Memel.

During 5 October the Leningrad Front, after seizing the lightly defended Hiiumaa and Muhu islands several days earlier, delivered its 'Moonsund Landing Operation' on Saaremaa.
In less than two days the Soviet forces took all of the island except the Sõrve peninsula at its south-western tip.

Another penetration was made farther to the south by Beloborodov’s 43^rd Army. Within two days, it had reached the coast in the area to the south of Memel, while Volsky had encircled the town from the north. Farther to the south, the northern flank of Chernyakhovsky’s 3^rd Belorussian Front was advancing on Tilsit.

The headquarters of the 3^rd Panzerarmee were overrun by the 5^th Guards Tank Army, and Raus and his staff had to fight their way out of a possible encirclement and back into Memel.

Knowing what Hitler would expect, Schörner declared on 9 October that he would launch an attack toward Memel. However, in order to gather enough divisions and to defend the northern tip of Kurland, where the forces of the Leningrad Front would have less than 20 miles (32 km) of water to cross once this front had taken the Sõrve peninsula, Schörner proposed to yield Riga. Soviet submarines were already operating in the Gulf of Riga, the port was under artillery fire, the last convoy departed the city on 10 October at the end of an evacuation of most of the garrison as well as many civilians, and the city was hardly worth holding. Hitler inevitably protested and delayed a day before giving his approval.

Heeresgruppe 'Nord' had sufficient strength to hold its own in Kurland and could probably have spared enough forces to allow the creation of a powerful counterattack, but the issue was to be decided elsewhere. On 10 October the Oberkommando des Heeres returned the 3^rd Panzerarmee to Heeresgruppe 'Mitte', so with just one corps (another was holding Memel and a third had been cut off with Heeresgruppe 'Nord', this hard-hit army was faced with the task of defending the northern flank of Heeresgruppe 'Mitte' against the strong thrust which the 39^th Army was making toward Tilsit.

Gollnick’s XXVIII Corps was still holding the defensive line around Memel itself.

What was happening to Heeresgruppe 'Nord' was another German military disaster to add to the many which had taken place since the end of 1942. The threat to Heeresgruppe 'Mitte' was something still greater, however, as a Soviet advance into German territory in East Prussia threatened the whole German outlook on the war. The Stavka had prepared well, and was about to commit another undertaking as the 'Gumbinnen Offensive Operation'. On 16 October two, later three, Soviet armies of the 3^rd Belorussian Front drove across the East Prussian border between Schirwindt and the Romintener Heide toward Gumbinnen. On the third day of the new Soviet operation, Hitler had to transfer armour from already much depleted 3^rd Panzerarmee and allow this army fall back across the Niemen river.

On 21 October, reeling under the effect of two shocks (the loss of the first German city, Aachen, to the Western Allies and a report from the 4^th Army that in another day Gumbinnen might be lost), Hitler ordered Heeresgruppe 'Nord' to go over to the defensive in Kurland. The Soviet attempt to achieve a deep breakthrough into East Prussia failed two days later, and, although the the retreat of the 3^rd Panzerarmee behind the Niemen river had substantially reduced its chances of success, Heeresgruppe 'Nord' once again proposed to attack to the south to restore land contact with Heeresgruppe 'Mitte'. At the end of the month Hitler rejected this proposal as unfeasible and began to withdraw divisions from Kurland.

The 'Gumbinnen Offensive Operation' now ran into extremely strong German resistance and was halted within a few days. The stalling of the 'Gumbinnen Offensive Operation' meant that Soviet forces, mainly of the 43^rd Army, settled down to blockade the German Forces which had withdrawn into Memel.

The German defenders, centred on elements of Generalmajor Karl Lorenz’s Panzergrenadierdivision 'Grossdeutschland', Generalleutnant Curt Siewert’s 58^th Division and Generalmajor Dr Karl Mauss’s 7^th Panzerdivision, were aided by the availability of strongly built 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 Soviets maintained their blockade through November, December and much of January, and period in which the remaining civilians and the wounded were evacuated by sea. During this time, the Panzergrenadierdivision 'Grossdeutschland' and 7^th Panzerdivision were withdrawn after suffering heavy losses, and were replaced by Generalleutnant Edgar Röhricht’s (from 10 December Generalmajor Gustav Gihr’s) 95^th Division, which arrived by sea.

The Germans finally abandoned Memel on 27 January 1945 as the the success of the 'East Prussian Offensive Operation' to the south had rendered the maintenance of this beach-head impossible, and it was decided to withdraw the XXVIII Corps from the town to the north into Samland to assist in the defence there. The remaining troops of the 95^th Division and 58^th Division were evacuated to the Curonian Spit, where the 58^th Division acted as a rearguard for the withdrawal.

The last German units departed at 04.00 on 28 January, Soviet units taking possession of the harbour a few hours later, and those Germans who did not surrender were soon overrun.