The 'Nikopol-Krivoi Rog Offensive Operation' was a Soviet undertaking fought as the fifth of the 10 sub-operations together constituting the 'Dniepr-Carpathian Strategic Offensive Operation', and designed to take the area of Nikopol and Krivoy Rog in the great eastward bend of the Dniepr river to the south-west of Dniepropetrovsk and the north of Crimea (30 January/29 February 1944).

The operation was undertaken by formations of General Rodion Ya. Malinovsky’s 3^rd Ukrainian Front and General Fyedor I. Tolbukhin’s 4^th Ukrainian Front to defeat the German forces of Generaloberst Karl-Adolf Hollidt’s 6^th Army holding the essentially indefensible south-eastern sector of the Dniepr river’s great eastern bend, to eliminate its bridgehead at Nikopol on the Dniepr river and to liberate Nikopol and Krivoy Rog.

The Nikopol area has rich deposits of manganese, which the Germans needed for the production high-strength steel, and Adolf Hitler had repeatedly stressed the crucial importance of this area as wholly vital to German war industries: moreover, according to Hitler, the loss of Nikopol, on the Dniepr river to the south-west of Zaporozhye, would mean the end of war, and Hitler also believed that the bridgehead on the left bank of the Dniepr river offered the possibility of an offensive to restore an overland connection with the German and Romanian forces cut off in the Crimean peninsula.

After the failure of elements of their 'Lower Dniepr Offensive Operation' (26 September/31 December 1943), and more specifically the 'Dniepropetrovsk Offensive Operation' (23 October/23 December), '1^st Krivoi Rog Offensive Operation' (14/21 November), 'Apostolovo Offensive Operation' (14 November/23 December), 'Nikopol Offensive Operation' (14 November/31 December) and '2^nd Krivoi Rog Offensive Operation' (10/19 December), during the first half of January 1944 Soviet troops made repeated attempts to eliminate the group of opposing forces in the area of Nikopol and Krivoy Rog, but because of the stubborn resistance of German troops did not achieve success.

When the headquarters of the 6^th Army assumed command of the sector, formerly the responsibility of Generaloberst Hans-Valentin Hube’s 1^st Panzerarmee, in the south-eastern part of half of the great bend of the Dniepr river, it inherited the tasks of holding an essentially indefensible front to protect the untenable position of Generaloberst Erwin Jaenecke’s 17^th Army in Crimea and of retaining in German hands the economic assets which had by then become military liabilities, namely the iron and manganese mines at Krivoi Rog and Nikopol.

In order to ensure that the most critical sector of the 6^th Army's front would be held no matter what might eventuate, in the later part of October 1943 Adolf Hitler given command of the three corps in the loop inside the Dniepr river bend and in the bridgehead to General Ferdinand Schörner, previously the commander of the XIX Gebirgskorps in Finland and a leader who, in Hitler’s estimation, was unexcelled in defensive warfare. Schörner was one of the 'new' generation of German generals, a convinced Nazi whose military reputation thus far was founded on the qualities of energy and determination. He had the ability to cultivate cameraderie with the troops, which to some extent concealed a strong tendency toward ruthlessness and harshness in his treatment of subordinates.

By the end of 1943 the chances that Schörner would be able to exploit his command style in the manner Hitler desired were almost non-existent. To the north of the 6^th Army the Soviet forces had driven forward so deeply to the west of the Dniepr river that the army’s front was bent in the middle to a right angle. Approximately half the front, in fact that held by Schoerner’s three formations (General Friedrich Mieth’s IV Corps, General Hans Kreysing’s XVII Corps and General Erich Bandenberger’s XXIX Corps) faced to the south-east. All which was left of the original Dniepr defensive line, this region possessed good field fortifications, but behind lay the broad flood plain of the Dniepr river, which was marshy and criss-crossed by watercourses which during the comparatively mild winter of 1943/44 seldom froze. The exits from this German bridgehead were a temporary bridge at its northern end to the east of Nikopol and two narrow pontoon bridges in the very south near Bol’shaya Lepatikha. The other half of the 6^th Army's front, facing generally to the north-east, was little more than a thinly held line across the open steppe cut at right angles by numerous gullies and the watercourses of five large rivers. It passed 18 miles (29 km) to the north of Krivoi Rog and 30 miles (48 km) to the north of Apostolovo Station, the rail junction where the one railway still serving the 6^th Army's logistical requirements branched to the north and toward Nikopol.

The only all-weather road in the army’s area was the so-called No. 4 Through Road, which by then lay too close to the front to be of use except locally around Krivoi Rog. The complete absence of any sort of gravel or suitable stone had prevented an attempts to create hard-surfaced roads over the deep, soft clay of the region. In wet weather, when the ground was not frozen as in most of the winter of 1943/44, the railway and tracked vehicles were the only means of transport on which any reliance could be placed. Thus the Soviets had to advance only the 30 miles (48 km) to Apostolovo Station to cut off Schörner and his three-corps group.

From the Soviet perspective, the deep projection of the 6^th Army's salient to the east on the one hand constituted an impediment to the deep right flank of the 3^rd Ukrainian Front and prevented the 4^th Ukrainian Front from concentrating on the final defeat of the 17^th Army in Crimea, but on the other hand offered an excellent opportunity for a double envelopment, and General Aleksandr M. Vasilevsky, the chief of the general staff and a deputy people’s commissar for defence, was there to supervise the 'Nikopol-Krivoi Rog Offensive Operation' for the Stavka and thus to ensure that its potential was fully exploited.

After the arrival of a wave of cold weather during the first week of January had consolidated the terrain sufficiently for the use of armour, the 3^rd Ukrainian Front and 4^th Ukrainian Front started their offensives on 10 January with, clockwise from the northern edge of the German position, the 5^th Army, 46^th Army, 8^th Guards Army and 6^th Army of the 3^rd Ukrainian Front supported by the IV Guards Mechanised Corps 17^th Air Army, and the 3^rd Guards Army, 5^th Shock Army and 28^th Army of the 4^th Ukrainian Front supported by the II Guards Mechanised Corps and the 8^th Air Army. Together with their other elements, the 3^rd Ukrainian Front and 4^th Ukrainian Front had 707,000 men, 238 tanks and self-propelled guns and 1,333 aircraft.

Against these forces the 6^th Army of Generalfeldmarschall Günther von Kluge’s Heeresgruppe 'Süd' could deploy 540,000 men, 327 tanks and assault guns and 2,416 pieces of artillery and mortars, supported by 700 aircraft of Generaloberst Otto Dessloch’s Luftflotte IV.

Behind a barrage laid down by 220 pieces of artillery and a similar number of multiple rocket launchers, 80 Soviet tanks drove to the south on a front 4.5 miles (7.25 km) wide to the west of the Buzuluk river. Nine infantry divisions in two waves followed the armour to exploit the breakthrough, but in one of the simple tactical errors to which the Soviets were still prone, the infantry failed to keep up with the armour. Some 3 miles (4.8 km) behind the front two Panzer divisions stopped the Soviet armour and in a few hours destroyed two-thirds of the tanks. Before the end of the day, in spite of efforts by the artillery to blast an opening for the infantry, the Germans had managed to seal the gap and regained all but about 1 miles (1.6 km) of the ground they had lost.

During the next three days Malinovsky committed his infantry in numbers so great that their weight pushed the front back 5 miles (8 km). This was a distance which the 6^th Army could not afford to lose, and Hollidt decided to take Generalleutnant Maximilian Freiherr von Edelsheim’s 24^th Panzerdivision out of the bridgehead for a counterattack. Before the division could be redeployed, however, the 4^th Ukrainian Front attacked in the area to the south of Nikopol at the German bridgehead’s narrowest point, and Hollidt found himself faced with the choice of sacrificing the 5 miles (8 km) in the north or possibly losing ground in the bridgehead, where the loss of one or 2 miles (1.6 or 3.2 km) might be fatal. Hollidt decided for the former, thereby accepting the consequences of a two-front battle in which neither front could support the other. After failing to achieve anything more than denting the bridgehead, on 16 January the Soviets halted both there and in the north.

During the following 10 or 11 days the 6^th Army's chances of withstanding another attack fell sharply. The advent of warmer weather turned the ground to soft mud once again, and Vasilevsky took advantage of several days of heavy fog, which began on 19 January, to move a guards mechanised corps and two guards infantry corps from positions opposite the bridgehead to the 6^th Army's northern front, more than doubling the Soviet strength there. To disguise the movements the 4^th Ukrainian Front feigned the movement of heavy traffic toward Crimea and put dummy tanks into the assembly areas of the formations and units which had pulled out.

Amazed that the Soviets had not placed greater weight there in the first place, Hollidt was fully aware that the next time the Soviets attacked the fate of the bridgehead would be decided on the northern front and, in order to give himself a strong mobile reserve, opted to take his four Panzer divisions out of the line and hold them as a Panzer corps behind the northern front. On 24 January that still seemed possible, but in the next four days he had to give up, first one infantry division for Crimea, then the equivalent of two infantry divisions to General Otto Wöhler’s 8^th Army farther to the north and, finally, the 24^th Panzerdivision, his strongest division, also to the 8^th Army. All that Hollidt could spare for the reserve was therefore Generalleutnant Erwin Jollase’s 9^th Panzerdivision, which was weak in infantry and artillery, and possessed only 13 tanks, which was less than one-quarter of its normal establishment. After losing the four divisions, the 6^th Army had left to it only 20 divisions with average front-line strengths of some 2,500 men. Against this German strength the Soviets could commit 51 infantry divisions, half of them at full strength, two mechanised corps, two tank corps, and as many as six tank brigades.

On the morning of 30 January, after a bombardment of 30,000 rounds had been laid on the German front by the Soviet artillery in just one hour, the 3^rd Ukrainian Front launched a massive infantry assault against a 4-mile (6.4-km) length of the front held by General Maximilian Fretter-Pico’s XXX Corps to the west of the Buzuluk river. This time the Soviet armour was held back, leaving the task of breaking though the Germans' forward defences to the infantry, but the German artillery responded with its own barrage, which struck the Soviet infantry before it could jump off and threw it so totally off balance that the attack dissolved into a series of unco-ordinated skirmishes.

On the following day, beginning with an artillery bombardment even heavier than that of the day before, Malinovsky tried once again, giving the infantry the support of 130 tanks and some 300 warplanes. The Soviet thrust gained about 2.5 miles (4 km) to the south on a front 7 miles (11.25 km) wide, but still failed to break though the XXX Corps' line. Hollidt took Generalmajor Ewald Kräber’s 23^rd Panzerdivision of General Hans-Karl Freiherr von Esebeck’s LVII Panzerkorps out of the front farther to the west. Hollidt intended to counterattack with this, Jollasse’s 9^th Panzerdivision and an infantry division from the bridgehead, he intended to counterattack.

Meanwhile the 4^th Ukrainian Front had pushed a deep wedge into the southern end of the bridgehead toward Bol’shaya Lepatikha. Once again, except for the two weak Panzer divisions, Hollidt found that all his strength on both fronts was tied down. At the end of the day Hollidt informed Heeresgruppe 'Süd' that if the Soviets broke through in the north, the 6^th Army would be helpless, and therefore asked for permission to evacuate the bridgehead and fall back to the line of the Kamenka river.

Already, though, it was almost too late. On 1 February Soviet armour, each of the vehicles carrying infantry, penetrated the line of the XXX Corps in several places at which the defending German tanks and assault guns had fired their last ammunition. By the fall of night the Soviets had opened a 6.25-mile (10-km) gap in the German front in the area to the west of the Buzuluk river. In the mud, by now knee-deep, the Soviet armour had superior mobility as their wider tracks reduced their ground pressure, and their powerful US-built four- and six-wheel drive trucks and their half-tracked vehicles, though slowed by the muddy nature of the terrain, could negotiate all but the worst stretches. At the other end of the technical spectrum of modern warfare, the Soviets also had large numbers of small, high-riding, horse-drawn panje wagons.

The Germans, on the other hand, were handicapped in particular by the limitations of their trucks, which were two-wheel drive commercial types incapable of coping with the mud. The German prime movers were good, but were available in numbers all too few to provide an adequate capability. Most of the time the German armour was able to keep moving, though only just. The German self-propelled assault guns, being lighter, performed better.

On 2 February, while the 23^rd Panzerdivision and 9^th Panzerdivision crept slowly through the mud in a futile attempt to deliver a flank attack, the 8^th Guards Army took Sholokhovo and a mechanised corps changed direction to the west and crossed the Kamenka river. At the end of the day the Soviet vanguard forces were 5 miles (8 km) to the north of the vital railway to Nikopol and 10 miles (16 km) to the north of the Dniepr river, and had a solid foothold in the Germans' proposed Kamenka line.

At 18.45 Generaloberst Kurt Zeitzler, the Oberkommando des Heeres’s chief-of-staff, telephoned Generalfeldmarschall Ewald von Kleist, the commander of Heeresgruppe 'A' farther to the south on the Eastern Front, and ordered him to assume immediate command of the 6^th Army. Hitler had approved the army’s fallback to the Kamenka river, wished a small bridgehead held around Bol’shaya Lepatikha, and expected that by shortening its line the 6^th Army would be able to spare two divisions, one for redeployment to Crimea and the other to the lower part of the Dniepr river. It was to ensure that these divisions would go to the locations he wanted that Hitler had removed the 6^th Army from the forces commanded by von Manstein, who often annoyed Hitler by pointing out the military errors of the German leader’s thinking.

The 6^th Army ordered Schörner to begin reducing his bridgehead’s front on 4 February. Fortunately two divisions were already standing by in the area to the east of Nikopol, and on 3 February the army managed sent through a train loaded with ammunition. For two more days the rolling stock could then be shuttled to and fro to collect the troops falling back across the Dniepr river and deliver them to the Buzuluk river, where they were employed to create a screening line facing to the west. Schörner made the unavoidable decision to destroy all of his formations' heavy equipment, except horse-drawn artillery and tracked vehicles, where it stood. As a result, the troops were able to depart more quickly and in better condition than if they had wasted their efforts on an inevitably futile effort to manhandle trucks and guns through the mud.

In the area to the west of the Dniepr river, the XXX Corps had lost all its wheeled transport and divided into small groups, some of platoon size but mostly smaller. Nobody from Fretter-Pico downward had anything he could not wear or carry, and many of the soldiers had lost their boots in the mud. Off the corps' right flank, the 9^th Panzerdivision made its way into Kamenka, which it held long enough to slow but not to check the Soviet thrust toward Apostolovo.

As his front’s supply lines lengthened, Malinovsky was also encountering problems as a result of the mud, but compounded his problems by tactical extravagance. On 4 February the 8^th Guards Army’s forward units reached Apostolovo. During the next few days the 46^th Army arrived and began an attempt to sweep to the west of Apostolovo in order to envelop Krivoi Rog from the south. At the same time the 8^th Guards Army, instead of going the 10 miles (16 km) from Sholokhovo to the Dniepr river, a movement which would have cut off at least one of Schörner’s corps, attacked from the Apostolovo area toward the lower tip of the bridgehead, some 25 miles (40 km) to the south.

By 4 February Schörner had two divisions across the Dniepr river and ready to block the Soviet advance in the area to the south of Sholokhovo. Hollidt then faced the choice of merely moving the troops from the inside of the Dniepr river bend and the northern half of the bridgehead through the corridor below Sholokhovo or attempting to drive to the north-west from the foothold on the lower Kamenka river toward the XXX Corps' right flank, which was still based on the Kamenka river in the area to the north of Apostolovo. The first, Hollidt decided, would entail the use of a considerable part of the strength of two Panzer divisions, the 9^th Panzerdivision and 24^th Panzerdivision, which had been ordered back to the main part of the army on 4 February, in order to open an escape route in the south for Schörner’s units. At the tactical level this would accomplish nothing more. The second would get Schörner’s divisions out of immediate danger and provide a chance to fall back to the Kamenka river line. The plan became more attractive during the next few days as Schörner’s movements proceeded without difficulty and the Soviet effort dissipated.

By 5 February the 9^th Panzerdivision, following a three-day battle in the area of Kamenka and Apostolovo, was nearing the limited of its capabilities. Hollidt reported that Schörner’s forces could not make the break-out of their own, and proposed to yield the small bridgehead to the east of Bol’shaya Lepatikha to provide himself with three divisions for an attack from the south.

von Kleist forwarded the concept to the Oberkommando des Heeres and, in response, was informed that Hitler still wanted the small bridgehead to be held, but gave the army group authority to decide whether or not the divisions should be pulled out. During the morning of the following day, von Kleist told Hollidt to evacuate the Bol’shaya Lepatikha bridgehead.

On 7 February the last German troops in the area to the east of Nikopol passed to the west over the Dniepr river, blowing the bridge in their wake. On the next day one of Schörner’s formations, the IV Corps, attacked to the west while the XXVII Corps, withdrawing from the Dniepr river bend, screened its rear. For three days the IV Corps gained ground. On 10 February the 9^th Panzerdivision and part of the 24^th Panzerdivision drove into the open terrain to the south of Apostolovo, and here destroyed a guards infantry corps. Two of the divisions from the Bol’shaya Lepatikha bridgehead had meanwhile fanned out along the western bank of the Dniepr river and the third was moving to the north into the area lying to the south of Apostolovo.

But the mud and the Soviets were just too much for them. After the IV Corps ceased to make progress on 11 February, the 6^th Army called a halt, ordering the 9^th Panzerdivision and 24^th Panzerdivision to turn to the east and Schörner’s force to turn to the south, skirt the southern edge of the Soviet advance, and thereby establish contact with each other. On the night of 12 February von Kleist informed the Oberkommando des Heeres that the 6^th Army could cobble together a short-term front, but could not hold it for any extended period. The Soviets could strike to the south toward the lower reaches of the Dniepr river and toward the north past Krivoi Rog any time they chose. von Kleist therefore proposed to pull Heeresgruppe 'A' and the right flank of Heeresgruppe 'Süd' back to the line of the Ingul river and the lower reaches of the Bug river as an initial step toward getting both of the southern German army groups back to the next defensible line to the west, that of the Bug river.

During the second half of February an odd quietude descended on the whole of the German southern flank. On 18 February von Kleist suggested to the Oberkommando des Heeres that Heeresgruppe 'A' and most of Heeresgruppe 'Süd' be permitted to fall back to the line of the Bug river but, in order to make the concept more acceptable to Hitler, suggested that the retiring forces should retain several large bridgeheads on the eastern side of the river from which offensives could be launched later to retake some of the lost ground. The idea of withdrawing to the Bug river was in itself not new: von Manstein had suggested it before, and so too had von Kleist. Both von Manstein and Zeitzler now added their own weight to von Kleist’s suggestion. Zeitzler appeared to believe that such a withdrawal was inevitable, but nothing happened.

On 19 February, the 6^th Army closed the last gap in its front in the area to the south-west of Apostolovo. The day before, Schörner had departed to become head of the National Socialist Leadership Corps, which was the organisation for political indoctrination in the army. Two days later, on 21 February, the Soviets broke into the outer defences of Krivoi Rog. As at Nikopol, the mines had been destroyed, the able-bodied population evacuated, and all that could be removed, with the exception of 100,000 tons of iron ore, had been loaded onto trains and moved to the west. To avoid the dire costs inherent in all house-to-house battles, von Kleist ordered the 6^th Army to fall back from the city. Then, as always with the greatest reluctance, Hitler gave his approval to the retreat of the 6^th Army behind the Ingulets river in the area as far to the south as Arkhangyel’skoye, but demanded that the army remain on the Dniepr river in the area downstream of Dudchino. The Dniepr river provided a better natural defence line than the meandering Ingulets river, but by keeping the army there, Hitler again created a large bulge to the east.

At this time fresh problems emerged on the left flank, where the 6^th Army's left-hand corps and the 8^th Army's right-hand corps held a shallow bulge between Kirovograd and Krivoi Rog. Konev had deployed strong forces off the right flank of the 8^th Army, and appeared ready to strike to the south-west at any moment. Fully occupied on his army group’s left flank, von Manstein transferred the 8^th Army's right-flank corps to Heeresgruppe 'A'.

By the end of the month the anticipated Soviet offensive had not materialised, the 6^th Army was undertaking its staged retirement to the Ingulets river, and in the south the front was still on the Dniepr river, on which drifting ice prevented the Soviets from ferrying troops across this water barrier and gave the Germans time to catch their breath. At his retreat at Berchtesgaden in Bavaria, Hitler conferred with
Maresal al România Ion Antonescu, and though the Romanian Conducător argued that while it would have unwelcome political ramifications Crimea should nonetheless be evacuated for purely military reasons, Hitler remained more than ever convinced the peninsula had to be held.