The 'Proskurov-Chernovtsy Offensive Operation' was a Soviet undertaking, the sixth, largest and most important of the 10 sub-operations together constituting the 'Dniepr-Carpathian Strategic Offensive Operation', with the object of enveloping and destroying the 1^st Panzerarmee of Heeresgruppe 'Süd' (4 March/17 April 1944).

The other sub-operations were the 'Zhitomir-Berdichev Offensive Operation' (24 December 1943/14 January 1944), the 'Kirovograd Offensive Operation' (5/16 January), the 'Korsun-Shevchenkovsky Offensive Operation' (24 January/17 February), the 'Rovno-Lutsk Offensive Operation 1^st Stage' (27 January/11 February), the 'Nikopol-Krivoi Rog Offensive Operation 2^nd Stage' (30 January/29 February), the 'Uman-Botoşani Offensive Operation' (5 March/17 April), the 'Bereznegovatoye-Snigirevka Offensive Operation' (6/18 March), the 'Polesskoye Offensive Operation' (15 March/5 April) and the 'Odessa Offensive Operation' (26 March/14 April).

In the 'Proskurov-Chernovtsy Offensive Operation', the Soviet forces created a pocket in which they trapped some 220,000 German soldiers, but under the command of Generaloberst Hans-Valentin Hube and with the strategic control of Generalfeldmarschall Erich von Manstein, the majority of these German soldiers able to fight their way out the picket by the middle of April in co-ordination with the German relief forces spearheaded by the II SS Panzerkorps after it transfer from France. Although the bulk of the 1^st Panzerarmee was thereby saved, this salvation came at the cost almost all of its heavy weapons and equipment, and of a significant territory, and many of its divisions ended as shattered formations that needed a through refitting and considerable rehabilitation.

This Soviet offensive and the ongoing crisis had absorbed all German strategic reserves that could otherwise be used to repel the imminent 'Overlord' Allied landings in Normandy or the Soviet forces' 'Bagration' strategic offensive farther to the north.

In all, nine infantry and two Panzer divisions, one heavy Panzer battalion and two assault gun brigades, with a total strength of 127,496 men and 363 tanks and assault guns, were transferred from France, across Germany, Denmark, Poland and the Balkans to Ukraine in March and April 1944. In total, the German forces in occupied France lost lost 45,827 men and 363 tanks, assault guns and self-propelled anti-tank guns that would have been invaluable as 'Overlord' began on 6 June.

Although the Soviets were unable to destroy the 1^st Panzerarmee, they did achieve major operational goals. With the 1^st Tank Army crossing the Dniestr river and reaching Chernovtsy near the Carpathian mountains, the 1^st Panzerarmee's overland communication links with the 8^th Army in the south had been cut off. As a result, von Manstein’s Heeresgruppe 'Süd' was effectively split into two parts to the north and south of the Carpathian mountains: the northern and southern portions were redesignated respectively as Heeresgruppe 'Nordukraine' and Heeresgruppe 'Südukraine' with effect from 4 April and 30 March despite the fact that very little of Ukraine remained in German hands. von Manstein was dismissed by Adolf Hitler on 31 March and replaced by Generalfeldmarschall Walter Model.

As a result of this division of Heeresgruppe 'Süd', the Soviets had cut the army group’s main supply lifeline, which was the railway linking Lwów and Odessa, and from this moment the outhern group of German forces had to use the long roundabout route through the Balkans, with all supplies rerouted over the Romanian railroad system, which was in poor condition.

The operational situation for the 'Proskurov-Chernovtsy Offensive Operation' was set by the fact that throughout February, the main forces of 1^st Ukrainian Front, commanded since 2 February by Marshal Sovetskogo Soyuza Georgi K. Zhukov, had driven back heavy attacks by the formations and units of the 1^st Panzerarmee as they tried to force open a land corridor to the German forces trapped in the Korsun-Cherkassy pocket. At the same time, the right wing of the 1^st Ukrainian Front had undertaken the 'Rovno-Lutsk Offensive Operation' and, in the course of this operation, created a new bulge from which the Soviets loomed dangerously from the north over the 1^st Panzerarmee and the rest of Heeresgruppe 'Süd' in Ukraine.

It was now to be from the area of Shepetovka area that the Soviets planned to shift the main weight of their new offensive. By striking to the south from that area toward the Dniestr river, the 1^st Panzerarmee and all the other German forces operating in the Right-Bank Ukraine would be cut off from Germany and pressed back against the Carpathian mountains. Furthermore, the nexus of the local railway system linking Tarnopol and Proskurov, which was part of the large railway system linking Lwów and Odessa, was a major German communication and supply centre lining the northern and southern portions of Heeresgruppe 'Süd', and was also the last major railway route available to the Germans in the region to the east of the Carpathian mountains.

On 18 February, immediately after the end of the Battle of the Korsun-Cherkassy Pocket, the 1^st Ukrainian Front was given its next task, which was to be the 'Proskurov-Chernovtsy Offensive Operation'. For this, the 1^st Ukrainian Front had at its disposal the 13^th Army, 60^th Army, 1^st Guards Army, 18^th Army and 38^th Army, the 3rs Guards Tank Army, 1^st Tank Army and 4^th Tank Army, the 2^nd Air Army, the IV Guards Tank Corps and XXV Tank Corps, and the I Guards Cavalry Corps and VI Guards Cavalry Corps.

The directive of the Soviet supreme command, or Stavka, to the 1^st Ukrainian Front stated that this front was to 'prepare an offensive with the inclusion in its composition of its strike group the troops of the 13^th Army, 60^th Army and 1^st Guards Army, the 3^rd Guards Tank Army and 4^th Tank Army…to launch an attack from the area of Dubno, Shepetovka and Lyubar in a southerly direction with the task of smashing the [German] grouping in the area of Kremenets, Starokonstantinov and Tarnopol, and of seizing the Berestechko, Brody, Tarnopol, Proskurov and Khmelnik areas…in the future, to advance in the general direction on Chortkov, in order to cut off the southern group of [German] forces from the withdrawal routes to the west in the area to the north of the Dniestr river'.

In its finalised form, the plan detailed that the primary attack was to be launched by the 13^th Army, 60^th Army and 1^st Guards Army, and the 3^rd Guards Tank Army and 4^th Tank Army from the sector of the current front including Torgovitsa, Shepetovka and Lyubar to the south in the general direction on Brody, Tarnopol, Chortkov and Proskurov. Secondary attacks were to be delivered by the 18^th Army and 38^th Army toward the Khmelnik, Zhmerinka and Vinnitsa areas.

In preparing the operation, Zhukov undertook a major regrouping of his forces. Throughout February, the 1^st Ukrainian Front had been heavily involved in the 'Korsun-Shevchenkovsky Offensive Operation', and as a result by the middle of February many of the 1^st Ukrainian Front’s better formations were located on the front’s left wing. The new operation required the creation of a strong strike force closer to the right wing, and as a result it . became necessary to transfer the 3^rd Guards Tank Army and a significant number of artillery, tank and engineering units from the Berdichev area to the Shumsk region, to regroup the 60^th Army and 1^st Guards Army almost completely into their new lines, and also to move the 18^th Army and 38^th Army to the right wing. Meanwhile, the 4^th Tank Army had to move forward some 220 miles (350 km) from the area to the west of Kiev.

The huge transfer of forces some 125 to 220 miles (200 to 350 km) to the west, through the deep rasputitsa mud of the early spring and a shattered landscape, was challenging in the extreme. By the beginning of the operation, it had not been possible to create the necessary fuel reserves: on the eve of the attack, Soviet fuel stocks for tank units dropped alarmingly to less than three days' supply. Despite this, Zhukov decided with Marshal Sovetskogo Soyuza Ivan S. Konev, commander of the 2^nd Ukrainian Front. to launch the operation before the mud could become deeper, thicker and more cloying, and every day of respite gave the Germans more time to recover. The Soviet senior commanders also believed that the additional amount of fuel they required would become available by the third of fourth day of the operation. Fuel and ammunition shortages would be a recurring issue, however.

The Stavka and the front command paid great attention to ensuring that the preparations were undertaken in the greatest secrecy, so only a very number of officers was involved in the development of the plan, and telephone conversations on issues related to the operation were strictly forbidden. All troop movements were carried out at night or in daytime conditions of poor visibility with the strictest camouflage measures. In order to mislead the Germans about the true axis of the main attack, the concentration of infantry and tank forces was imitated in the 38^th Army’s sector, and rumours about a large-scale offensive in the area were spread through the local population. All these maskirovka measures had a positive effect: they ensured that tactical surprise was gained and persuaded the Germans to maintain unnecessarily large forces against the 18^th Army and 38^th Army.

All told, on the eve of the attack on 4 March, the 250 miles (400 km) of front across which the 1^st Ukrainian Front was to attack numbered 646,842 men, 1,409 tanks and self-propelled guns, 11,221 pieces of artillery and mortars, and 477 aircraft.

The 1^st Ukrainian Front was opposed by Generaloberst Hans-Valentin Hube’s 1^st Panzerarmee and Generaloberst Erhard Raus’s 4^th Panzerarmee, which totalled 25 divisions (including 10 Panzer and Panzergrenadier divisions), one motorized brigade, two heavy Panzer battalions, five brigades of StuG assault guns, two consolidated groups and a large number of police, paramilitary, artillery, engineering, security and other units. Air support was provided by [27] These troops were supported by General Hans Seidemann’s VIII Fliegerkorps of Generaloberst Otto Dessloch’s Luftflotte IV.

von Manstein watched with great concern the situation developing on his army group’s left flank, in the sector to the west of Lutsk and Shepetovka which, von Manstein feared, not without reason, was one of the most vulnerable sectors in the army group’s defences. A major Soviet assault to the south in this sector would have very serious consequences: all of the German forces in the Right-Bank Ukraine could be cut off from the central regions of Germany and pressed back against the Carpathian mountains.

At the end of February, when the Germans felt that such an assault was most likely, their high command took measures to strengthen the defence on the adjacent flanks of the 1^st Panzerarmee and the 4^th Panzerarmee. Thus General Kurt von der Chevallerie’s LIX Corps and General Walther Nehring’s XXIV Panzerkorps, currently holding the area from Izyaslav to Ilintsy, were transferred from the 4^th Panzerarmee to the 1^st Panzerarmee, thereby significantly reducing the 4^th Panzerarmee;s front. More important was the transfer of five Panzer divisions (Generalleutnant Werner Marcks’s 1^st Panzerdivision, Generalleutnant Walter Denkert’s 6^th Panzerdivision, GeneralHans-Ulrich Balck’s 16^th Panzerdivision, Generalleutnant Karl-Friedrich von der Meden’s 17^th Panzerdivision and SS-Brigadeführer und Generalmajor der Waffen-SS Theodor Wisch 1^st SS Panzerdivision 'Leibstandarte Adolf Hitler) from the Uman area to the area south of Yampol and Starokonstantinov, Generalleutnant Dr Karl Mauss’s 7^th Panzerdivision from Dubno, Generalleutnant Wolfgang von Kluge’s 357^th Division and Generalleutnant Karl Arndt’s 359^th Division from the Oberkommando des Heeres’s reserve in Germany and Generalleutnant Paul Scheuerpflug’s 68^th Division from Poland after refitting following its mauling in the 'Zhitomir-Berdichev Offensive Operation'. Soviet intelligence was unable to detect this German regrouping in a timely manner, and the presence of six new Panzer divisions was discovered by the 1^st Ukrainian Front only after the operation had begun.

On the eve of the Soviet attack on 4 March, the German forces numbered 314,066 men, 449 tanks and assault guns, of which some were under repair, and 245 armoured personnel carriers. The 1^st Panzerarmee itself had just 43 tanks and 50 assault guns. In addition, the Germans could call on more than 150 armoured vehicles that were under longer-term repair as a result of the damage sustained during the Battle of the Korsun-Cherkassy Pocket. Despite this, the 1^st Panzerarmee and the 4^th Panzerarmee were the two strongest formations available to von Manstein’s army group.

In the first phase of the 'Proskurov-Chernovtsy Offensive Operation', which lasted from 4 to 21 March, the Soviet forces' main objective was the railway linking Tarnopol and Proskurov. At 08.00 on 4 March a massive artillery bombardment was followed by the assault of General Polkovnik Kirill S. Moskalenko’s 60^th Army and General Polkovnik Andrei A. Grechko’s 1^st Guards Army. The Soviet infantry and tanks broke through the first line of the German fortifications without major difficulty, and to develop success in the 60^th Army’s sector, General Leytenant Vasili M. Badanov’s 4^th Guards Tank Army and General Polkovnik Pavel S. Rybalko’s 3^rd Guards Tank Army were committed. In the first two days of the offensive, the 1^st Ukrainian Front’s shock group overcame the German defences along 110 miles (180 km) of front and advanced to a depth of between 15.5 and 31 miles (25 and 50 km). During this initial advance, the Soviet troops did not simply push the Germans back, but cut their lines of retreat. A group of German troops was surrounded and defeated in the area of Mokeyevtsy, some 7.5 miles (12 km) to the south of Shepetovka, while in the area of Teofipol, some 12.5miles (20 km) to the south-east of Yampol, Soviet formations and units surrounded and destroyed one German infantry regiment.

By the end of 10 March, the 1^st Ukrainian Front’s main grouping had advanced to a depth of between 37 and 50 miles (70 and 80 km). The XXVIII Corps of the 60^th Army fought the 357^th Division, which had arrived from the reserve in Germany, and a group of police units to the east of Zalozhtsy. The XV Corps and the IV Guards Tank Corps of the 60^th Army advanced to the approaches of Tarnopol, and on 9 March started fighting for the city, where the Germans brought up parts of the 68^th Division and 359^th Division recently arrived from Germany. The XXIII Guards Corps and XVIII Guards Corps of the 60^th Army, together with the troops of the 4^th Tank Army, fought fierce battles in the Volochysk area with units of the 7^th Panzerdivision and the 1^st SS Panzerdivision 'Leibstandarte Adolf Hitler'.

By 11 March, the 3^rd Guards Tank Army had advanced into the Cherny Ostrov area, enveloping the German grouping in the area of Proskurov from the west. At much same time, on 9 March the 1^st Guards Army, developing its offensive from the Labun and Brazhentsy areas with the support of the 3td Guards Tank Army’s VII Guards Tank Corps, liberated Starokonstantinov and reached the approaches to Proskurov, where the Germans had brought significant reinforcements.

General Leytenant Yevgeni P. Zhuravlev’s 18^th Army, having launched its offensive on 5 March, by the end of 10 March had advanced some 12.5 to 18.5 miles (20 to 30 km) and started fighting for Khmelnik. On 11 March, the 38^th Army began its attack, advancing between 2.5 and 5 miles (4 and 8 km) in the day.

This powerful Soviet blow on the junction of the 4^th Panzerarmee and 1^st Panzerarmee had ripped open a gap 90 miles (145 km) wide between the two Panzer armies and cut the railway between Lwów and Odessa in the area of Tarnopol and Proskurov. Rightly attaching great importance to the retention of this key railway junction as well as Tarnopol and Proskurov, the Germans had put up a fierce resistance. In the area from Tarnopol to Proskurov, the Germans had concentrated nine armoured divisions (1^st Panzerdivision, 6^th Panzerdivision, 11^th Panzerdivision, 7^th Panzerdivision, 8^th Panzerdivision, 16^th Panzerdivision, 17^th Panzerdivision, 19^th Panzerdivision and 1^st SS Panzerdivision 'Leibstandarte Adolf Hitler'), three infantry divisions which had arrived from Germany (68^th Division, 357^th Division and 359^th Division) and the 311^th Sturmgeschützbrigade and 322^nd Sturmgeschützbrigade of assault guns recently arrived from France. Starting from 7 March, the German forces, spearheaded by the Panzer divisions, began to launch counterattacks as they attempted, at any cost, to push all elements of the 1^st Ukrainian Front back from the line of the railway. A bitter battle broke out across the entire front of this sector between Tarnopol and Proskurov.

By 10 March, the general Soviet advance on the main axis had been stopped by the increased German resistance and the great difficulties of operating in the conditions of the spring rasputitsa. Tanks, artillery and vehicles could move only with the greatest of difficulty, and ammunition had on occasion to be brought forward by foot, while fuel need for the armoured forces was delivered by air.

Between 10 and 20 March, the Soviet and German forces fought gruelling battles on the Tarnopol-Proskurov railway junction as each side attempted to drive back the other. Neither side was able to succeed, and as a result the front line reached a temporary stability. Each sides had exhausted itself in this fighting. In particular, the 68^th Division, which had been involved in a counterattack near the railway junction, had suffered significant losses: within only a few days, the strength of its 188^th Grenadierregiment had fallen from 1,302 men to 277, that of its 196^th Grenadierregiment from 1,285 men to 887 and that of its 169^th Grenadierregiment from 1,155 men to 537, while the strength of its [e=168^th Pionierbataillon had dropped from 444 engineering troops 284.

While the battle for the Tarnopol-Proskurov railway was still in progress, the Stavka needed to clarify the goals and take additional measures to concentrate forces and assets on the axis of the main attack. On 10 March, the military council of the 1^st Ukrainian Front presented to the Stavka notions for the further conduct of the operation. The most significant elements of the refined plan were firstly, a clearer targeting of both the right and left wings of the front at the encirclement and destruction of the German forces in the area to the north of the Dniestr river; secondly, the intention not only to advance to the Dniestr river but also to develop the offensive in both to the south and the south-west until the Soviet border was reached; thirdly, the inclusion within the front’s shock group of General Polkovnik Mikhail Ye, Katukov’s fresh 1^st Tank Army, reinforcement of the 60^th Army with the CVI Corps (two divisions) and two more divisions from the reserve, reinforcement of the 1^st Guards Army with the XLVII Corps (two divisions) and the gradual withdrawal of the 3^rd Guards Tank Army to the second echelon for replenishment in order to take part in future advances; and fourthly, the targeting the right wing of Konev’s 2^nd Ukrainian Front against the area of Mogilev-Podolsky and along the southern bank of the Dniestr river in order to assist the 1^st Ukrainian Front in the encirclement of the 1^st Panzerarmee.

In accordance with the Stavka’s instructions, on 13 March Zhukov defined new tasks for the 1^st Ukrainian Front. The 13^th Army was to launch an offensive operation and seize the Berestechko, Brody, Dubno and Zaloztsy areas. The 60^th Army was to seize Tarnopol and reach the line between Ozerna and Zolotniky. The 1^st Guards Army was ordered to concentrate the main efforts on the right flank, in co-operation with the 3^rd Guards Tank Army, to liberate Proskurov and develop an offensive toward Yarmolyntsy and Chortkov. The 1^st Tank Army and 4^th Tank Army were to be introduced into the battle in the 60^th Army’s sector, with the 1^st Tank Army ordered to develop an attack toward Chortkov and Chernovtsy, while the 4^th Tank Army was to advance toward Kamenets-Podolsky. The 18^th Army and 38^th Army were to take Vinnitsa and Zhmerinka, and then to advance toward Kamenets-Podolsky.

After the redefinition of their tasks, the Soviet armies located on secondary fronts launched a series of attacks against the flanks of the 4^th Panzerarmee and the 1^st Panzerarmee. On 15 March, the 13^th Army launched an offensive, striking one blow from the Torgovitsa area toward Brody with the XXVII Corps, I Guards Cavalry Corps, VI Guards Cavalry Corps and XXV Tank Corps, and striking another blow from the region west of Shumsk toward Kremenets and Brody with the XXIV Corps. On the very first day, in the XXVII Corps' sector, the XXV Tank Corps and I Guards Cavalry Corps were committed, and on 16 March the VI Guards Cavalry Corps also joined the action. The Soviet forces crossed the Ikva river and drove straight into the depths of the German defences, bypassing the stronghold of Dubno from the north and south. General Arthur Hauffe’s XIII Corps fiercely resisted the Soviet troops on the approaches to Dubno, which the Soviet formations bypassed from the north, thereby threatening the German rear. At the same time, units of the 172^nd Division and the 149^th Division broke into the town’s outskirts from the east. Under the Soviet onslaught, the XIII Corps feared encirclement and began a hasty retreat. On 17 March, Soviet units took Dubno.

At about the same time that the battle for Dubno was taking place, the XXIV Corps reached the approaches of Kremenets in the Kremenets mountains. Numerous bunkers, trenches, machine gun emplacements and other defensive elements had been created by the Germans to turn Kremenets into a stronghold in which the Germans planned a stubborn resistance. The 350^th Division bypassed Kremenets, cutting the roads leading to the town from the south, while the 107^th Division bypassed the town from the north. At the same time, units of the 287^th Division attacked the city from the east. Small groups of Soviet troops infiltrated the German positions, and on 19 March the Soviets liberated Kremenets.

After the liberation of Dubno and Kremenets, the 13^th Army continued to develop its offensive to the west and south-west, and by 20 March had reached the outskirts of Brody. Fierce fighting broke out here with varying degrees of success. The Germans reinforced the XIII Corps with Generalleutnant Siegmund Freiherr von Schleinitz’s 361^st Division, which arrived from the Oberkommando des Heeres’s reserve in Denmark. On 17 March, this division approached the Brody area, where it occupied prepared defensive positions. Generalleutnant Wolfgang Lange’s Korpsabteilung 'C', which included Kampfgruppen of three badly mauled divisions, also reinforced this sector. Eventually, the Germans managed to retain Brody, on whose outskirts they checked the Soviets. (Both the XIII Corps and the Korpsabteilung 'C' were eventually destroyed in the Brody pocket during the Soviet 'Lwów-Sandomierz Offensive Operation' of July 1944).

In general the 13^th Army, advancing on a front of about 75 miles (120 km), gained some 12.5 to 50 miles (20 to 80 km) in five days and captured the major German strongholds of Dubno, Kremenets, Chervonoarmeysk, Torchin, Berestechko and others. The 13^th Army not only pinned the XIII Corps (as many as six divisions, of which one was a Panzer division) and covered the right flank of the front’s main attack force, but also absorbed one German infantry division from the Oberkommando des Heeres’s reserve, and thus eased the task of the 60^th Army.

On the left wing of the 1^st Ukrainian Front, meanwhile, the 18^th Army and 38^th Army moved steadily forward, taking a succession of German strongholds and large settlements. On 10 March the 18^th Army had liberated Khmelnik and developed its offensive toward Dunayevtsy. Over the same period the 38^th Army had to cross the Yuzhny Bug river and seize a number of German centres of resistance such as as Vinnitsa, Zhmerynka and others.

On 16 March, elements of the 38^th Army’s 151^st Division reached the approaches to Zhmerynka, which the Germans had turned into a potent defensive centre. To the north and south of the city, the LXVII Corp’s 100^th Division and 237^th Division continued their advances. The Germans had created large minefields on the approaches to the town, whose defences also included a number of strongpoints with machine gun emplacements. On the night before the attack, the Soviet sappers cleared passage through the minefields under heavy fire, and along these cleared passages, the Soviet infantry at dawn broke into Zhmerynka from the east. At the same time, other Soviet forces bypassed the town to strike at the German garrison from the flank and rear. By 18 March, Zhmerynka had been wholly liberated.

With their capture of Zhmerynka, the Soviet troops were beginning to close on Vinnitsa, which was the location of von Manstein’s army group headquarters. Parts of the 183^rd Division advanced on Vinnitsa from the east, but only with great difficulty through the almost impassable mud and in the face of strong German resistance. Having broken the German defence of the railway embankment, the Soviet small units infiltrated into the city’s eastern part, and after serious fighting by 12.00 on 17 March the Soviet forces had driven the Germans from Vinnitsa. Defeated in the city’s eastern part, the Germans fell back across the Yuzhny Bug river. Hoping to retain the city’s western part, the Germans demolished the crossings of the Yuzhny Bug river and prepared themselves for a stubborn defence.

Moskalenko had been ordered to drive his 38^th Army across the Yuzhny Bug river to the north and south of Vinnitsa, and then to attack the flanks of the German forces defending the city. At dawn on 17 March, the Germans made an attempt to drive the Soviet units back from the river, but it was too late as the Soviets had already crossed two battalions onto the river’s western bank, to which artillery and mortars were also sent. When Germans attempted to eradicate the Soviet bridgehead, they were met by Soviet fire and halted. After repelling the German counterattack, units of the 305^th Division, supported by artillery, began to advance and soon reached the Lukashevka area some 12.5 miles (20 km) to the west of Vinnitsa, thereby cutting the road linking Vinnitsa and Proskurov. Meanwhile, units of the 221^st Division crossed the Yuzhny Bug river in an area to the south of Vinnitsa and captured Shkurintsy 7.5 miles (12 km) to the south-west of Vinnitsa. The German forces in Vinnitsa were now faced with an encirclement from both flanks, but continued to resist with determination. The 183^rd Division and the 241^st Division then further increased the pressure on the German garrison. On 19 March, one battalion of the 183^rd Division crossed the Yuzhny Bug river directly into Vinnitsa and took the suburb of Sadki. After intense fighting on the morning of 20 March, the Soviet forces had completed their liberation of Vinnitsa. After the capture of Zhmerinka and Vinnitsa, the 38^th Army and 18^th Army developed their offensive to the west and south-west, pushing the 1^st Panzerarmee back to the Dniestr river.

The second phase of the 'Proskurov-Chernovtsy Offensive Operation', which took place between 21 March and 17 April, began as the primary strike force of the 1^st Ukrainian Front resumed the attack, striking from the line between Volochysk and Cherny Ostrov toward Chortkov and Chernovtsy. The 60^th Army and 1^st Guards Army, supported by the 4^th, 1^st, and 3^rd Guards Tank Armies, shattered the German defences on the very first day of this renewed offensive and thus, in a swift blow, ripped open the 4^th Panzerarmee's front and began to advance rapidly to the south.

Deeming it necessary to deny the 1^st Panzerarmee any chance of retreat to the south behind the Dniestr River, the Stavka ordered Katukov’s 1^st Tank Army to advance beyond the Dniestr river and strike deeply into the German rear areas. The advance of the fresh 1^st Tank Army was particularly successful. By the morning of 23 March, the 1^st Tank Army had taken the important communication centre of Chortkov and at 10.00 on 24 March its VIII Guards Mechanised Corps reached the Dniestr river. In the Zalishchyky area, Polkovnik Amazasp Kh. Babadzhanian’s 20^th Guards Mechanised Brigade approached the Dniestr river, and in the area of Stechko, 12.5 miles (20 km) to the north-west of Zalishchyky, Polkovnik Gorelov’s 1^st Guards Tank Brigade and Polkovnik Yakovlev’s 21^st Guards Mechanised Brigade also neared this same river. To the left of those forces, General Leytenant Andrei L. Getman’s XI Guards Tank Corps reached and crossed the Dniestr river off the march. Behind the mechanised units and tank corps, the infantry of General Major Ivan T. Zamertsev’s XI Corps continued to move forward.

The sky above the Dniestr river was a blaze of rocket fire, the bursting of artillery shells, and the detonation of bombs. On the muddy roads, through deep gullies and ravines to the south and south-west, the Soviet forces moved at speed, and despite they received from the deep spring mud, the Germans could not staunch the Soviet advance.

Among the first units to cross the Dniestr river was Podpolkovnik Boyko’s 64^th Guards Separate Heavy Tank Brigade of the 1^st Tank Army. This unit swept rapidly across the land between the Dniestr and Prut rivers, and by 23.00 on 25 March had seized the railway station at Moshi, thereby arriving from the north onto the approaches to Chernovtsy. As the Soviet forces reached the station, the Germans were rushing to unload a train carrying tanks. The sudden appearance of Soviet armour led to confusion among the Germans, and with just a few shots the Soviet tanks set fire on the German ammunition wagons, which further exacerbated the panic. The Soviet tanks then struck the decisive blow and cleared the station of its German defenders.

All the bridges on the Prut river, which led to Chernovtsy, were mined and defended by strong groups of German forces, and the initial Soviet attempts to use tanks to seize the bridges were unsuccessful. Then the Soviets organised a reconnaissance in force across the river, and at 17.00 on 28 March the 64^th Guards Tank Brigade began to cross the Prut river in the area of Kalanchak, some 3.1 miles (5 km) to the east of Chernovtsy, and then strike at Chernovtsy from the east. At the same time, the 45^th Guards Tank Brigade and the 24^th Division began to cross the river in the area of Lenkovtsy, some 1.25 miles (2 km) to the north-west of Chernovtsy, and then bypassed Chernovtsy from the west.

In an effort to delay the Soviet advance, if only on a temporary basis, the Germans opted for an air attack. At Chernovtsy airfield, as about 40 German warplanes were being readied for take-off, Soviet tanks unexpectedly broke through to the airfield and no aircraft could take off. Thus the last German attempt to prevent a Soviet crossing of the Prut river had been thwarted.

Meanwhile, other parts of the 1^st Tank Army bypassed Chernovtsy from the west, cutting off the German escape route to Storozhynets, and the German forces in the Chernovtsy area, were now in imminent danger of encirclement. In an attempt to avoid such a fate, the Germans began a hasty retreat, which developed into a costly process. During the retreat, the Germans were attacked by Ilyushin Il-2 Shturmovik ground-attack aircraft of Polkovnik Lozhechnikov’s 227^th Assault Aviation Division.

By 12.00 on 29 March, Chernovtsy had been completely cleared of German forces. Similarly, on 28 March, units of the 1^st Guards Tank Brigade cleared the German forces from around Kolomea To attack the Germans in the city, an advanced detachment of seven T-34 medium tanks, each carrying infantrymen, had been assigned, and at dawn on 28 March an advanced detachment attacked the town from the north-east and a platoon of tanks attacked the town from the north-west. German resistance was quickly broken, Soviet units broke into Kolomea and by 09.00 the town had been cleared of Germans. In the town and at the station, the Soviets captured large quantities of German weapons, equipment and supplies: these trophies included more than 12 serviceable tanks, 13 trains, several steam locomotives, 400 railway wagons and 10 warehouses.

After the capture of Chernovtsy and Kolomea, the 1^st Tank Army continued its advance toward Stanislav and Nadvorna, and on 8 April, after defeating the Germans in the foothills of the Carpathian mountains, Soviet units reached the Soviet border along a front of more than 125 miles (200 km).

In two weeks, therefore, the 1^st Tank Army had completed an advance of about 105 miles (170 km) through the spring mud and across numerous water barriers, the latter including major rivers such as the Dniestr. The tank army’s successes in its advance beyond the Dniestr river also included forcing the Germans to abandon a succession of major cities and towns. However, this also meant that the 1^st Tank Army, soon rewarded by redesignation as the 1^st Guards Tank Army, was effectively denied any opportunity to play a part in the Soviet attempts to split and destroy the 1^st Panzerarmee in the area of Kamenets-Podolsky.

After regrouping its main forces on the right flank, together with formations and units of the 3^rd Guards Tank Army, the 1^st Guards Army struck out to the north-west of Proskurov. On 22 March the German resistance was broken and Soviet troops completed a deeply envelopment of the German forces around Proskurov from the west. At the same time, formations of the 1^st Guards Army’s CVII Corps attacked the German forces holding Proskurov from the north and north-east. On 25 March, Proskurov was cleared of German forces by units of the 127^th Division, 304^th Division and 2^nd Guards Airborne Division.

The 4^th Tank Army, which was developing the success of the breakthrough from the Volochisk region to the south, was also successful, and on 26 March this tank army broke into and liberated Kamenets-Podolsky.

After the capture of Proskurov, the 1^st Guards Army continued its offensive to the south-west as it sought draw on the success of the 1^st Tank Army and 4^th Tank Army to reach the Kamenets-Podolsky area and cut the 1^st Panzerarmee's line of retreat. On 28 March the 3^rd Guards Tank Army was withdrawn into front reserve, and by the end of 30 March the 1^st Guards Army had reached the Chemerovtsy area.

In this period, the Soviets undertook several major regroupings. The XI Corps (three infantry divisions) of the 1^st Guards Army was reassigned to the 1^st Tank Army and served with this in the foothills of the Carpathian mountains; on 27 March the XXX Corps (two infantry divisions) was subordinated to the 4^th Tank Army and operated in the Kamenets-Podolsky area. The 1^st Guards Army was not diminished by its loss of the XI Corps, however, for it was given the XVIII Guards Corps (two infantry divisions) transferred from the 60^th Army on 22 March, hen it was some 60 miles (100 km) from the army’s main forces. Zhukov’s decision to transfer the XVIII Guards Corps from the 60^th Army, with which it formed a common front, to the 1^st Guards Army, from which it was detached, was a miscalculation that exercised a negative role in the subsequent attempt to destroy the 1^st Panzerarmee.

With powerful strikes from the Volochisk and Chorny Ostrov areas to the south and south-west, the 1^st Tank Army, 4^th Tank Army, 18^th Army, 38^th Army, 60^th Army and 1^st Guards Army tore a huge gap in the German defence and split the front of Heeresgruppe 'Süd' into two: the 4^th Panzerarmee was driven back to the west and parts of its strength were surrounded on 24 March in Tarnopol, which Hitler designated as a Festung (fortress), and the 1^st Panzerarmee was enveloped from the south-west by the 4^th Tank Army.

At this time, Konev’s 2^nd Ukrainian Front, which had struck from Zvenigorodka to Uman, launched the neighbouring 'Uman-Botoşani Offensive Operation'. This broke through the German defences, split the German front in fierce battles and rapidly reached the Dniestr river, in the process deeply enveloping the left flank of the 1^st Panzerarmee. On 21 March the 40^th Army, advancing on the front’s right wing, advanced to the Dniestr river to the north-east of Mogilev-Podolsky, and then, having despatched its main forces onto the other bank of this river, began to develop an offensive toward Khotyn.

As a result of the co-ordinated attacks of the 1^st Ukrainian Front and 2^nd Ukrainian Front, therefore, by 30 March the whole of the 1^st Panzerarmee, totalling some 200,000 men in 10 infantry, nine Panzer and Panzergrenadier, and one artillery divisions, as well as a miscellany of armour, artillery and engineering units, had been encircled by the 4^th Tank Army, 1^st Guards Army, 18^th Army, 38^th Army and 40^th Army in the area of Chemerovtsy, Dunayevtsy, Studenitsa and Kamenets-Podolsky. The perimeter of the pocket into which the German forces had bee compressed was in the order of 95 miles (150 km).

The encircled men had food and ammunition sufficient to support them for more than two weeks, but their vehicles were extremely short of fuel. Hube had ordered all service units in the area to the south of the Dniestr river to withdraw from the main Soviet penetration, which were taking place to the south on the front of the 2^nd Ukrainian Front’s 40^th Army. Zhukov believed Hube would attempt to break out to the south, and in order to prevent this he stripped units from the encircling forces and sent them to reinforce the pocket’s southern side.

Hube, commander of the 1^st Panzerarmee, now ordered a reduction of the pocket’s size, thereby shortening the length of the perimeter to be defended, and in the process increasing the density of the defence. As the 1^st Ukrainian Front prepared to complete the encirclement, Hube requested authorisation to use mobile defence tactics, a request which was quickly, and almost inevitably, denied. Once the encirclement had been completed, however, the situation was changed. von Manstein had been arguing with Hitler for the trapped army to be allowed to attempt a break-out, and for a relief force to be sent to assist it. With the loss of an entire Panzer army in the balance, Hitler finally conceded and ordered Hube to attempt a break-out.

Although supplies were still being brought into the pocket, these were insufficient to maintain the army’s fighting strength. Zhukov sent a terse ultimatum: surrender, or every German soldier in the pocket would be shot.

Moving to the west would mean fighting through the Soviet armoured forces that had created the breach leading to the encirclement, and also the crossing of a number of rivers. Hube therefore opted for a break-out to the south across the Dniestr river. von Manstein believed that this is what the Soviet command expected, and would therefore be the axis of retreat most strongly held by the Soviets. Such a move would also push the 1^st Panzerarmee into Romania, making the continued defence of southern Ukraine more difficult. Vezérõrnagy István Kiss’s Hungarian VII Corps was holding a sector to the west of the Kamenets-Podolsky pocket, and it was toward this sector that von Manstein ordered Hube to break out.

The threat of panic among the German troops within the pocket was a matter of grave concern. As a means of maintaining control and simplifying the chain of command, Hube consolidated his forces into provisional corps groups. Each corps group, within its zone, was to be responsible for both the conduct of the attack to the west and the rearguard action in the east. The armoured divisions of each corps group were to spearhead the army’s attack, while the infantry divisions covered the rear. Two columns would fight their way west: the northern column was von der Chevallerie’s Korpsgruppe 'von der Chevallerie' and the southern column was General Hermann Breith’s Korpsgruppe 'Breith'. A third corps group was the Korpsgruppe 'Gollnick' under the command of General Hans Gollnick, commander of the XLVI Panzerkorps.

The break-out’s first task was the seizure of crossing points over the Zbruch river. The Korpsgruppe 'von der Chevallerie' was to establish contact with Marcks’s 1^st Panzerdivision at Gorodok and Generalmajor Dr Karl Mauss’s task force based on his own 7^th Panzerdivision in the area between the Ushitsa and Zbruch rivers. The Korpsgruppe 'von der Chevallerie' ] was to cover the northern flank of the army between the Ushitsa and Zbruch rivers and establish a bridgehead across the latter at Skala. The Korpsgruppe 'Breith' was to recapture Kamenets-Podolsky, regain control of the road linking Kamenets-Podolsky and Khotin, and seize a bridgehead across the Zbruch river in the area to the north-west of Khotin. The Korpsgruppe 'Gollnick', in close contact with the southern flank of the Korpsgruppe 'Breith', was to delay the Soviets below the Dniestr river and then to retire to and hold a bridgehead at Khotin.

The 1^st Panzerarmee was to break out to the north-west in the direction of Tarnopol, where relief forces from SS-Obergruppenführer und General der Waffen-SS Paul Hausser’s II SS Panzerkorps were to meet them. Air supply arrangements were made with Luftflotte IV, which was to assemble five air transport groups and a number of bomber wings at Lwów in occupied Poland to fly essential supplies into the pocket. From Kamenets-Podolsky to Tarnopol is a distance of more than 160 miles (250 km) over several rivers and across muddy terrain. In addition, Hube believed that the Soviets would act as they had at Stalingrad, and make their strongest resistance along this line.

Although the Soviets had now encircled the 1^st Panzerarmee, there were weaknesses in their encirclement’s perimeter. In the west, between the right flank of the 1^st Guards Army in the Chemerovtsy area, and the left flank of the 4^th Tank Army in the Lyantskoruny area, there was a gap of some 9.33 miles (15 km). The 4^th Tank Army, which formed the south-western part of the encirclement’s perimeter, had suffered significant losses and possessed a mere 60 operational tanks. The XXX Corps, transferred to the 4^th Tank Army as a reinforcement from the 1^st Guards Army, had very little artillery and, moreover, was forced to deploy in an area already involved in repelling strong German attacks. The 4^th Tank Army and the XXX Corps were also suffering from an acute shortage of ammunition and fuel, which could be delivered only by air.

Thus, although they had managed to cut off substantial German forces and compress them into a relatively small area to the north of Kamenets-Podolsky, the Soviets had not yet created the conditions needed for the destruction of the German forces. Both the internal and the external fronts were vulnerable, and this was especially true of the critical areas. Soviet troops, operating on the inner front, somewhat outnumbered the 1^st Panzerarmee but did lacked adequate artillery and armour. The combined-arms armies, which had advanced across difficult terrain and had experienced great difficulty in towing their artillery through the deep spring mud, possessed insufficient strength for the large-scale dismemberment the German grouping, which had a large number of Panzer divisions. The 4^th Tank Army, significantly weakened and experiencing great difficulties in ammunition and fuel supplies, barely repulsed the German attacks.

For the destruction of the 1^st Panzerarmee, the 1^st Tank Army could be used, but this had moved far ahead pf the pocket and was now fighting on a broad front in the area to the south of the Dniestr river in the foothills of the Carpathian mountains. Furthermore, the Soviets had also transferred some of their infantry divisions into the region behind the Dniester river to assist the 1^st Tank Army in the rout of German forces from Chernovtsy, near the Soviet border. As a result, the only Soviet formation which was still capable of inflicting a decisive blow against the 1^st Panzerarmee was unavailable for the Soviet attempt to destroy the German grouping and to deny it the chance to retreat to the south into the areas behind the Dniestr river.

Under these circumstances, the Soviets decided to interdict the German lines of retreat and destroy the 1^st Panzerarmee with attacks from all sides. However, the front’s command failed to determine with any accuracy the axis on which the Germans were about to launch their break-out attempt. It was initially believed by the Soviets that the 1^st Panzerarmee was intending to make its way to the south through the Dniestr region and thence into Romania. This assumption was based on some intelligence data.

In this belief that the Germans would retreat to the south, Zhukov directed the main efforts of his front at a time late in March to prevent the Germans from reaching the crossings on the Dniestr river and capture them. Persistent German attacks to the west and the fact that the 4^th Tank Army checked these attacks only with great difficulty were seen as the German desire to exfiltrate their forces to Dniestr river crossings near Zalishchyky.

On 27 March, the 1^st Panzerarmee's advance guard struck out to the west in the direction of the Zbruch river, while the rearguard began a fighting withdrawal, and with the rest of the 220,000 men between them. The advance guard’s attack went well. The northern column quickly captured three bridges over the Zbruch river, but the southern column was battered by a 4^th Tank Army counterattack which penetrated deep into the pocket, capturing Kamenets-Podolsky. The loss of this major road and rail nexus meant that the escaping Germans had to detour round the city, slowing their movement to a crawl. A counterattack soon cut off the Soviet forces in the city, and the break-out was resumed. Moving by day and night, the Kessel (cauldron) kept moving, and bridgeheads were soon seized over the Seret river.

While Hube’s army escaped to the west, Zhukov and Konev continued to believe that the major break-out attempt would be delivered to the south. Zhukov ordered that the attacks on the northern and eastern portions of the pocket be increased. These attacks achieved little, and many fell on positions which had been abandoned as the Germans withdrew to Proskurov. Despite the German drive to the west, the Soviets steadily increased their troop density to the southern side of the pocket in anticipation of an attack that would never come.

On 31 March, von Manstein was informed by the Oberkommando des Heeres that he was being replaced in command by Generalfeldmarschall Walter Model.

It was on this same day that the Soviets began to react. A strong armoured force of the 4^th Tank Army launched an assault in the north between the Seret and Zbruch rivers. Hube’s southern advanced guard element turned and halted the Soviet assault, severing its supply lines and rendering its T-34 tanks immobile. Despite the fact that he was now taking the real break-out attempt seriously, Zhukov did not move to block the escaping Germans and the Germans' route toward Tarnopol remained open.

Despite heavy falls of snow, shortages of all types of supplies and encirclement, the constant movement of Hube’s army meant that there was no incidence of 'pocket'. The troops were still moving in good order and obeying all the commands they received, and the level of desertion was low. This was a stark comparison to the panicked situation within the Stalingrad and Korsun-Shevchenkovsky encirclements.

By 5 April, the advanced guards of both the northern and southern German columns had reached the Strypa river, and on the following day, near the town of Buczacz, linked with the probing reconnaissance elements of Hausser’s Waffen-SS divisions. During a period of more than two weeks, in which it had been involved in heavy fighting under appalling weather conditions, the bulk of the 1^st Panzerarmee had managed to escape the encirclement at the cost of losing almost all of the army’s heavy equipment (only 45 armoured vehicles escaped), while many divisions were little more than shattered formations. As a result, the 1^st Panzerarmee Army required a thorough cycle of reinforcement, rehabilitation and re-equipment. The 1^st Panzerarmee was put back into the line and established itself between the Dniestr river and Brody.

Precisely how much the 1^st Panzerarmee lost during the encirclement and the break-out remains unknown. However, it is clear that the equipment losses were exceptionally high, as several hundreds of tanks, assault guns and trucks were lost, primarily through their abandonment in the mud, and there were also significant losses of manpower. For example, by the end of the break-out, the 19^th Panzerdivision, now commanded by Denkert, no longer had any operational tanks, Generalmajor Georg Jauer’s 20^th Panzergrenadierdivision had one assault gun, the 6^th Panzerdivision (commanded in this period by Marcks, from 21 February by Generalleutnant Rudolf Freiherr von Waldenfels, from 13 March by Denkert, from 28 March by von Waldenfels and finally by Oberst Hans-Otto von Bernuth) only two PzKpfw V Panther tanks, von der Meden’s 17^th Panzerdivision one PzKpfw IV, and the 509^th schwere Panzerabteilung one PzKpfw VI Tiger.

According to Soviet reports, between 21 and 31 March the 1^st Ukrainian Front captured 353 tanks, 138 self-propelled guns, 184 armoured personnel carriers, 26,147 trucks, one armoured train, 2,500 machine guns, and 30,742 rifles and sub-machine guns. Between 1 and 10 April 1944, the Soviets captured an additional 185 tanks, two self-propelled guns, 121 pieces of artillery, 7,483 trucks and 61 aircraft. Although the numbers of captured tanks and self-propelled guns is likely to be overstated, it nonetheless indicates that Hube’s forces had lost huge amounts of weapons and equipment.

There were also heavy losses of men. According to the German reports, between 23 March and 8 April. the 1^st Panzerarmee suffered a total of 14,242 losses. However, this number is incomplete and under-reported: in fact several divisions alone had sustained a greater combined loss than this. In addition, the losses of the rear units were most likely not included in initial reports. For example, on 1 March Generalleutnant Richard Wirtz’s (from 3 March Oberst Adolf Fischer’s) 96^th Division had a strength of 12,487 men, but by 4 April this total had decreased to just 3,000 men, while troops by 4 April 1944, while Oberst Walther Freiherr von Uckermann’s (later Major Friedrich-Karl Walters’s) 291^st Division had decreased from 16,175 men on 1 March to 8,000 men on 4 April. Similar declines were seen by all of the divisions involved in the break-out from the Kamenets-Podolsky pocket.

Furthermore, according to reports by the 1^st Ukrainian Front, between 21 and 31 March its forces had taken prisoner 14,549 Germans, a figure which exceeds the total losses indicated by the 1^st Panzerarmee.

As result of its losses, Generalleutnant Karl Faulenbach’s (from 15 March Generalleutnant Walter Heyne’s and later Generalleutnant Friedrich-August Weinknecht’s 82^nd Division was disbanded, while the 1^st SS Panzerdivision 'Leibstandarte Adolf Hitler', 6^th Panzerdivision, 11^th Panzerdivision, 19^th Panzerdivision and 25^th Panzerdivision had been so severely mauled that they were withdrawn from the front and sent to the western theatre for extensive refits. Furthermore, Generalleutnant Helmuth Beukemann’s 75^th Division, Generalleutnant Hermann Niehoff’s 371^st Division and Generalmajor Karl Thoholte’s (from 28 February Generalmajor Gerhard Müller’s 18^th Artilleriedivision were recategorised as Kampfgruppen as they had been so depleted that they were the equivalents of little more than reinforced regiments. Meanwhile, the 1^st Panzerdivision, 68^th Division, 96^th Division and 208^th Division were left with just the remnants of their troops, while the 291^st Division had suffered 50% losses in personnel. The 357^th Division and 359^th Division, which were not caught in the Kamenets-Podolsky pocket but had participated in a month-long battle as a whole, were left with just remnants of their troops: at the start of April, the 357^th Division and 359^th Division had strengths of 1,859 and 1,863 men respectively.

In total, during the 'Proskurov-Chernovtsy Offensive Operation', between 4 March and 17 April, at least 16 German divisions were destroyed, or disbanded as a result of their heavy losses or taken in hand for major rebuilding. Whatever their precise number, it is clear that the combined German manpower and equipment losses were devastating and had further eroded the personnel strengths of German formations that already had been badly depleted by months of continuous combat.

The Soviet victory was of a strategic significance, and its key results were the encirclement and subsequent but very costly break-out of the 1^st Panzerarmee, the division of Heeresgruppe ' Süd' into two, the redesignation of Heeresgruppe 'Süd' and Heeresgruppe 'A' as Heeresgruppe 'Nordukraine' and Heeresgruppe 'Südukraine', the exhaustion of Germany’s strategic reserves, the replacement of von Manstein by Model, and the start of full mobilisation for the Hungarian forces.

In territorial terms, the Soviet victory resulted in the expulsion of Axis forces from most of Ukraine, the Soviet forces' entry into the eastern part of Poland, and the Soviet forces' entry into parts of Czechoslovakia.