The 'Rostov-na-Donu Defensive Operation' followed the 'Donbas Defensive Operation', and represented the Soviet attempt to prevent the Germans from taking Rostov-na-Donu near the mouth of the Donets river (5/16 November 1941).

Having suffered a heavy defeat in the 'Donbas Defensive Operation' in October 1941, the troops of General Polkovnik Yakov T. Cherevichenko’s South Front had by the beginning of November fallen back to the line linking Debaltsev, Bolshekrepinskaya and Khapry. The front’s seriously degraded armies were rapidly consolidated along this line: these armies were General Major Konstantin A. Koroteyev’s 12^th Army, General Major Vladimir Ya. Kolpakchy’s 18^th Army and General Major Fyedor M. Kharitonov’s 9^th Army. All three of these formations were acutely short of manpower, most especially in their more technical branches. After their heavy defeat in the 'Donbass Defensive Operation', the armies demanded significant reinforcement, but all available Soviet reserves were either sent to Moscow or used for the establishment of reserve armies.

Since Rostov-na-Donu was the main objective of the south-eastern element of the German 'Barbarossa' offensive, it was the outskirts of this city which saw the deployment of General Leytenant Fyedor N. Remezov’s 5^th Separate Army, which quickly created a fortified area in the area of Rostov-na-Donu and Novocherkassk and thus became the focus for the Soviet defence of Rostov-na-Donu.

After a short pause as it integrated replacements, regrouped and undertook maintenance of its vehicles and other equipment after the long campaign through Ukraine, Generalfeldmarschall Gerd von Rundstedt’s Heeresgruppe 'Süd' was now readying itself for the resumption of the operation to capture Rostov-na-Donu. After receiving intelligence about the strengthening of the Soviet defence on the shortest route to Rostov-na-Donu along the railway linking Taganrog and Rostov-na-Donu along the northern coast of the Sea of Azov, Heeresgruppe 'Sd' decided to change the axis of the primary attack and carry out a deep enveloping manoeuvre from the north and north-east, through Dyakovo, Shakhty and Novocherkassk. If this revised offensive was successful, the 9^th Army and 56^th Separate Army would be enveloped and trapped in a pocket to the north-west of Rostov-na-Donu. It was planned then to turn part of the forces of Generaloberst Ewald von Kleist’s 1^st Panzerarmee (1^st Panzergruppe until 25 October) to the north and, together with the troops of Generaloberst Hermann Hoth’s 17^th Army, close a new encirclement in the Voroshilovgrad area for the wholesale completion of the encirclement and elimination of the entire South Front in the eastern part of the Donbass.

In addition, the 1^st Panzerarmee was to seize a bridgehead on the southern bank of the Don river and then to develop an offensive to the south with the object of taking Maykop and Tuapse in order to open the way for the despatch of crude oil from the Caucasus through a pipeline and farther by sea to Romania for processing. It was expected that by March or April 1942 German troops would have occupied the whose of the Caucasus region as far as the frontier with Iran.

To carry out the operation, the General Gustav von Wietersheim’s XIV Corps (mot.) of the 1^st Panzerarmee was transferred to the eastern part of Donbass with Generalleutnant Friedrich Kühn’s 14^th Panzerdivision, Generalleutnant Hans-Valentin Hube’s 16^th Panzerdivision and SS-Obergruppenführer Felix Steiner’s SS Division 'Wiking'. The XIV Corps (mot.) was supported from the south by General Eberhard von Mackensen’s III Corps (mot.) (Generalleutnant Friedrich-Georg Eberhardt’s 60^th Division and SS-Oberstgruppenführer Joseph Dietrich’s SS Division (mot.) 'Leibstandarte 'Adolf Hitler'), and from the north by General Ludwig Kübler’s XLIX Gebirgskorps (Generalleutnant Hubert Lanz’s 1^st Gebirgsdivision and Generalleutnant Karl Eglseer’s 4^th Gebirgsdivision, the latter under the temporary command of Oberst Karl Wintergerst). In the south, a diversionary strike on Rostov-na-Donu was to be made along the shortest route by Generalleutnant Walther Düvert’s 13^th Panzerdivision. The striking group’s offensive was supported by the German troops of the 17^th Army and the Italian troops of General d’Armata Giovanni Messe’s Corpo di Spedizione Italiano in Russia.

The Soviet command was able to in good time to discover the transfer of the strike forces of the 1^st Panzerarmee to the north, accurately determine the direction of the German main attack in the 9^th Army’s area of responsibility, and work out the basic nature of the German plan. Having no armoured forces in reserve with which to parry a German strike and knowing that they could not count on reinforcement of their significantly weakened troops, Timoshenko and Cherevichenko focussed on blunting and then exhausting the Germans with a stubborn defence. In the 9^th Army’s area of responsibility, they ordered the creation of a system of anti-tank strongpoints and anti-tank areas in the Dyakovo area. These strongpoints mutually covered each other with fire, were echeloned in depth and provided crossfire on each possible target area from several artillery positions. The infantry units allocated for the defence of these strongpoints were tested with tanks and were trained to defeat tank attacks.

On 5 November, the 1^st Panzerarmee launched an offensive against the 9^th Army. The German command failed to achieve surprise, and the battle immediately became very savage. On the 9^th Army’s right flank, relying on the anti-tank areas at Dyakovo, two Soviet infantry divisions pinned three pf the 1^st Panzerarmee's divisions and severely damaged them. With great difficulty, German armour moved forward slowly, however, storming one Soviet position after another. Units of the 9^th Army combined stubborn defence with a number of active undertakings, and launched three powerful counterattacks against the Germans forces which had partially penetrated the Soviet lines. By the end of 8 November 8, in four days of fighting, the Germans enemy, at the cost of heavy losses, had succeeded in pushing the 9^th Army back some 18.5 to 21.75 miles (30 to 35 km), albeit at great cost.

From 11 to 16 November, German troops advanced another 15.5 miles (25 km) toward Novocherkassk. The advance on the main axis toward Shakhty was only 9.33 miles (15 km) and on the secondary axis toward Krasny Sulin a little more than 6.1 miles (10 km), and in a diversionary attack on Rostov-na-Donu Generalleutnant Walther Düvert’s 13^th Panzerdivision achieved no advance at all. To the north, in the zone of Kolpakchy’s 18^th Army, the advance of the German infantry in 12 days of fighting ranged from 1.25 to 6.1 miles (2 to 10 km). For the entirety of the battle, the Germans never achieved even a single breakthrough of the Soviet defences.

The penetration of their forces into the Soviet defences compelled the Germans to stretch out their northern flank. This created a front-line situation favourable to the Soviets as it made possible to strike at the flank and rear of the 1^st Panzerarmee. On 8 November, therefore, Timoshenko reported to Iosif Stalin and the Stavka his plan of an offensive designed to defeat the 1^st Panzerarmee. By 9 November, the Stavka had come to the decision that this plan was to be prepared and launched. In the area of Shakhty and Kamensk-Shakhtinsky, the required striking force was quickly formed and concentrated as General Major Anton I. Lopatin’s 37^th Army.

Both sides had already suffered significant losses in manpower, and the Germans had also lost a large number of armoured fighting vehicles. As a result of his losses, von Rundstedt had to make adjustments to the plan for a further German offensive, which led to a regrouping of the available troops and thus a delay to the start of the planned offensive, which was intended to create a new encirclement of the South Front’s formations.

Under cover of the stubborn defence of the South Front, and above all the 9^th Army, the Soviet command was able to undertake a regrouping of its forces. On 15/16 November, the formations of the 37^th Army moved forward from their concentration area to the front and occupied the start lines for the launch of a counter-offensive on the line linking Rovenka and Pavlovka.

Without the slightest operational pause, on 17 November the Soviet forces went over to the offensive in the 'Rostov-na-Donu Offensive Operation'. The course of the battle on the entire southern flank of the Eastern Front turned the tide of the campaign in this theatre to the Soviets, and a major defeat was inflicted on the Germans.