The 'Rostov-na-Donu Offensive Operation', centred on the Battle of Rostov, was fought around Rostov-na-Donu between General Polkovnik Yakov T. Cherevichenko’s South Front and the primarily German troops of Generalfeldmarschall Gerd von Rundstedt’s Heeresgruppe 'Süd' (17 November/2 December 1941).

In its widest sense, the battle comprised three phases, namely the German Sea of Azov offensive beginning on 12 September, the Soviet 'Rostov-na-Donu Defensive Operation' on 5/16 November) by the South Front and the 'Rostov-na-Donu Offensive Operation' (27 November/2 December) executed by the same Soviet Front.

After forcing their way across the Mius river on 17 November, the German forces captured 10,000 Soviet troops and took Rostov-na-Donu on 21 November. Six days later the South Front, reinforced with the newly raised 37^th Army, counterattacked from the north and threatened to surround Generaloberst Eberhard Mackensen’s overstretched III Corps (mot.). von Rundstedt then ordered a retreat back to the line of the Mius river from Rostov-na-Donu to prevent the possibility of encirclement, which prompted Adolf Hitler immediately to dismiss him and appoint von Reichenau as his successor. von Reichenau confirmed the retreat order with the backing of Generaloberst Franz Halder, the chief-of-staff of the Oberkommando des Heeres, however, and Hitler was persuaded to relent. The Soviets retook Rostov-na-Donu on 28 November in the first successful major Soviet counter-offensive of the war.

After bringing the Battle of Kiev to a victorious conclusion on 26 September, Heeresgruppe 'Sd' advanced from the Dniepr river to the north coast of the Sea of Azov. von Reichenau’s 6^th Army captured Kharkov in the 1^st Battle of Kharkov, General Carl-Heinrich von Stülpnagel’s 17^th Army advanced through Poltava toward Voroshilovgrad, and Generaloberst Erich von Manstein’s 11^th Army moved into the Crimean peninsula to take control of all of the peninsula, except Sevastopol, by the autumn.

Generaloberst Ewald von Kleist’s 1^st Panzerarmee (1^st Panzergruppe to 6 October) advanced from Kiev toward Melitopol, where in October it encircled large numbers of Soviet troops, then attacked to the east along the Sea of Azov’s northern coast toward Rostov-na-Donu at the mouth of the Don river.

Rostov had been assigned as the objective for the 11^th Army, which was currently commanded by Generaloberst Eugen Ritter von Schobert, who died in a crash on 12 September after landing his liaison aeroplane in a minefield. To replace him, von Manstein was ordered to travel from the Leningrad area in the northern sector of the front to the southern sector.

At this time General Erich Hansen’s LIV Corps of the 11^th Army was fully committed in Crimea, and because the Romanian forces were still engaged in the siege of Odessa, the 11^th Army's resources for the Rostov-na-Donu objective were severely limited despite the fact that the Soviet forces were retreating. von Manstein therefore replaced the LIV Corps with General Hans von Salmuth’s smaller XXX Corps and General Ludwig KüblerXLIX Gebirgskorps to allow him to move the LIV Corps into the first echelon of the German advance toward Rostov-na-Donu.

Late in September, General de corp de armatâ Petre Dumitrescu’s Romanian 3^rd Army joined the 11^th Army in the Axis advance toward Rostov-na-Donu, but was severely handled by the attacks of the Soviet 9^th Army and 18^th Army on 26 September, which brought the Romanians' advance to a halt as it sought to shield it left flank. This compelled von Manstein to use his only mobile reserve, SS-Obergruppenführer und General der Waffen-SS Joseph Dietrich’s Leibstandarte SS Adolf Hitler (mot) to bolster the Romanian army’s defensive capability.

The Soviet counter-offensive, which was delivered as part of the 'Donbass-Rostov-na-Donu Strategic Defensive Operation' (29 September/16 November) also forced von Rundstedt’s Heeresgruppe 'Sud' to order the 1^st Panzerarmee to redeploy in order to be located the better to counter any further Soviet thrusts in the Romanian sector of the front, and also to attempt the encirclement of the two Soviet armies. This was partially successful in the area of Chernigovka, where on 8 October the commander of the 18^th Army, General Leytenant Andrei K. Smirnov, was killed by artillery fire on his command post in the village of Popovka during the Soviet attempt to break out of the encirclement between 5 and 10 October. This was interpreted by Hitler as such a success that he declared that 'The battle of the Sea of Azov is over' on 11 October before the Axis troops had even reached their objective. The 11^th Army was then ordered back to Crimea.

Perceiving that the way to Rostov-na-Donu and thence the Caucasus region was still open, Hitler ordered the reallocation of the objective from the 11^th Army to the 1^st Panzerarmee and the attachment to the poor-quality Romanian 3^rd Army of Generale di Corpo d’Armata Giovanni Messe’s Corpo di Spedizione Italiano in Russia and Plukovnik Augustin Malár’s Slovak Mobile Division

In the subsequent reorganisation of the Axis forces von Mackensen’s III Corps (mot.) and General Gustav von Wietersheim’s XIV Corps (mot.) took the lead, supported by the XLIX Gebirgskorps recently arrived from Crimea.

By 17 October, Generalleutnant Friedrich Kühn’s 14^th Panzerdivision had crossed the Mius river, Taganrog had fallen to the Germans and Stalino had been entered by units of the XLIX Gebirgskorps, forcing the Soviets' newly formed 12^th Army into a renewed withdrawal. The autumn rains had begun by this time, however, and the rasputitsa was already so cloying that the advance of the 1^st Panzerarmee was slowed to a 'metre by metre' crawl. This meant that the leading German units did not reach the outskirts of Rostov-na-Donu until a time in the middle of November and then only after losing contact with the Soviet forces.

The assault on Rostov-na-Donu began on 17 November, and by 21 November had been completed as the Germans took the city. However, the German lines of communication were very considerably overextended, and von Kleist’s warnings that his left flank was vulnerable and that his tanks were ineffective in the current weather conditions were ignored.

On 27 November, General Leytenant Anton I. Lopatin’s 37^th Army launched the 'Rostov-na-Donu Strategic Offensive Operation' (17 November/2 December), whose two sub-operations were the 'Bolshekrepinsk Offensive Operation' (17/27 November) and the 'Rostov-na-Donu Offensive Operation' (27 November/2 December. The Soviet offensive fell on the 1^st Panzerarmee's spearhead from the north, forcing it to pull out of the city. Hitler countermanded the retreat which followed, and when von Rundstedt refused to comply Hitler replaced him with von Reichenau. von Reichenau immediately appreciated that von Rundstedt and von Kleist were correct in their appreciation of the current military situation, succeeded in persuading Hitler to authorise the withdrawal, and ordered the 1^st Panzerarmee to fall back to a better defensive line along the Mius river at Taganrog.