The 'Toropets-Kholm Offensive Operation' was a Soviet major undertaking in in the area to the south of Lake Ilmen, undertaken in parallel with the 'Rzhev-Vyaz’ma Strategic Offensive Operation', of which it was one of six sub-operations, and ending with the creation of the Demyansk pocket (9 January/6 February 1942).

The operation was one of the factors leading to the establishment of the Kholm pocket containing German forces centred on Generalleutnant Horst Freiherr von Uckermann’s 218^th Division , the Demyansk pocket containing General Walter Graf von Brockdorff-Ahlefeldt’s II Corps of Generaloberst Ernst Busch’s 16^th Army, and the destruction of the 189^th Regiment near Andreapol.

After the initial successes of the 'Moscow Strategic Offensive Operation' of 5 December 1941/7 January 1942, the Stavka decided to conduct a broad-front offensive with the aim of destroying the German forces in the USSR. The Germans did not expect the Soviet army to possess the capability for operations of so wide-ranging a nature, however, and were thus caught off balance by attacks in areas which it supposed to be quiet, such as the region to the south of Lake Ilmen. General Polkovnik Pavel A. Kurochkin’s North-West Front was allocated a pair of tasks to be executed from its position in the area to the south of Lake Ilmen: the first was a thrust directly to the west through Staraya Russa in order to split General Georg Lindemann’s 18^th Army and Busch’s 16^th Army of Generalfeldmarschall Wilhelm Ritter von Leeb’s (from 7 January Generaloberst Georg von Küchler’s) Heeresgruppe 'Nord', and support the effort of General Kirill A. Meretskov’s Volkhov Front and General Leytenant Mikhail S. Khozin’s Leningrad Front in breaking the siege of Leningrad; and the second was a thrust in a south-westerly direction toward Vitebsk by General Leytenant Mikhail G. Efremov’s 33^rd Army, General Leytenant Maksim A. Purkayev’s 3^rd Shock Army and General Leytenant Andrei I. Eremenko’s 4^th Shock Army. The offensive’s objective with the USSR’s large-scale strategic thinking was to be the northern pincer in a deep envelopment of Generalfeldmarschall Günther von Kluge’s Heeresgruppe 'Mitte'.

The elements of Kurochkin’s North-West Front, totalling some 122,100 men, involved in the operation thus included Purkayev’s 3^rd Shock Army and Eremenko’s 4^th Shock Army, the latter including the 249^th Division, and the two armies attacked to the north and south respectively of Lake Seliger. The elements of Heeresgruppe 'Nord' involved included the 16^th Army, and more specifically the II Corps (Generalleutnant Erwin Rauch’s 123^rd Division with the 416^th Regiment and 418^th Regiment, Generalleutnant Erich Schopper’s 81^st Division with the 189^th Regiment) and SS-Standartenführer Hermann Fegelein’s SS Kavalleriebrigade).

Heeresgruppe 'Nord' had completed its part in the general withdrawal from the limits of the German expansion of 1941 on the Eastern Front, namely the retreat from Tikhvin, on 26 December. On situation maps the army group’s front had the appearance of something approximating a right angle with the horizontal on the north running east/west and the vertical on the east running north/south. Lindemann’s 18^th Army held the northern part of the German line in this sector. To the west of Petrokrepost (Schlüsselburg in German) on the southern shore of Lake Ladoga at the mouth of the Neva river, the front had not changed since September; an arc around Leningrad touched the Gulf of Finland 3 miles (4.8 km) to the south of the city; and a second around Oranienbaum terminated on the coast 50 miles (80 km) to the west of Leningrad. To the east of Schlüsselburg the so-called Flaschenhals (bottleneck), which had been almost eliminated during the drive to Tikhvin, had reappeared in the retreat. From its 9.25-mile (15-km) hold on Lake Ladoga, the front extended to the south for 9.25 miles (15 km) and then angled to the south-east as far as the Volkhov river and the junction with Busch’s 16^th Army on the river near Kirishi. von Küchler’s 18^th Army had 17 divisions. The 200-mile (320-km) front of Busch’s 16^th Army, facing due east, extended from this point to the south of Kirishi along the Volkhov river to Lake Ilmen and, after the gap occasioned by this lake, resumed to the south of the lake in an eastward bulge to the Valdai hills lying to the east of Demyansk and then followed a chain of lakes to the south to the army group boundary with von Kluge’s Heeresgruppe 'Mitte' near Ostashkov. The 16^th Army had 11 divisions, divided as five and six in the areas to the north and south of Lake Ilmen respectively.

Given the fact that the army group was now on the defensive, Lake Ilmen was of somewhat greater significance to Heeresgruppe 'Nord' than the notional boundary between its two subordinate armies. The lake, some 25 miles (40 km) wide, split the army group’s front almost exactly into two parts. Located at the lake’s northern tip and only just inside the German line, Novgorod controlled the area’s lateral roads and rail lines extending to the north all the way to the bottleneck. In tactical terms, the extent of the front to the north of the lake covered the rear of the line around Leningrad and the Oranienbaum pocket from a distance of 9.25 miles (15 km) at the bottleneck and 60 miles (100 km) mid-way on the Volkhov river. At the southern end of the lake and 9.25 miles (15 km) behind the front line, Staraya Russa straddled the rail line and the main road servicing the southern part of the army group’s front. From the lake southward to the boundary with Heeresgruppe 'Mitte' and beyond and from the front in the Valdai hills to the west for 130 miles (210 km) stretched an geographically complex expanse of rivers, swamps and forests in which the most important points were the road junctions at Demyansk, Kholm and Toropets, each of these 50 miles (80 km) or more from the others and from Staraya Russa.

In conditions of intense cold, the first days of 1942 were used by the Soviets to extract a final benefit from their advance from Tikhvin by probing across the Volkhov river, but this effort declined and then ended on 4 January, the day on which von Leeb reported the first period quiet along his whole front for many weeks, but the commander of Heeresgruppe 'Nord' did not expected this respite to last long. For several days the army group’s signals intercept service had been detecting Soviet radio traffic, of a type new to it, from General Leytenant Grigori G. Sokolov’s 2^nd Shock Army in the area between Spaskaya Polist in the north and Novgorod in the south. The only real question, in von Leeb’s estimation, was not whether or not the Soviets were planning a new offensive, but rather whether the Soviets would make their attempt once again on the Volkhov river or regroup farther to the north and attempt to drive along the shorter route to Leningrad across the bottleneck.

On the Soviet side, of course, the decision had already been made, and then on a scale larger than von Leeb could have suspected, and the Stavka had sent Army Commissar 1^st Rank Lev Z. Mekhlis, a deputy people’s commissar for defence, to Meretskovs Volkhov Front to ensure that this front began its offensive at the earliest possible date. By 6 January Meretskov had deployed General Major Ivan V. Galinin’s 59^th Army and General Major Piotr A. Ivanov’s 4^th Army on the Volkhov river between the rail line linking Leningrad and Moscow and Kirishi, and Sokolov’s 2^nd Shock Army and General Leytenant Nikolai K. Klykov’s 52^nd Army to the south of this rail line. The 2^nd Shock Army was to break through the German front and cross the Volkhov river before advancing to the north-west toward Lyuban, with the 59^th Army and 4^th Army supporting its right flank and the 52^nd Army widening the breach on its left flank and taking Novgorod. The 54^th Army, which belonged to Khozin’s Leningrad Front, and the right-flank elements of the 4^th Army were to advance from the area around Kirishi in order to surround and destroy the German forces in the bottleneck.

On the whole of the Soviet northern flank, including Kurochkin’s North-West Front and Khozin’s Leningrad Front on the southern and northern sides of the Volkhov Front respectively, the Soviets had clear quantitative superiorities of 1.5/1 in men, 1.6/1 in artillery and mortars, and 1.3/1 in aircraft. The Volkhov Front had received fresh troops and more supplies, but in the first week of January, Meretskov lacked sufficient numbers and quantities of these to start an offensive. With apparently at least eight infantry and two cavalry divisions, the 59^th Army was Meretskov’s strongest formation. Many of the 2^nd Shock Army’s formations and units, on the other hand, had yet to arrive and, according to Meretskov, the 2^nd Shock Army’s one infantry division and seven infantry brigades gave it the real strength of only one infantry corps. The armies' reserves of rations for the men and fodder for the animals were small, and the front had only about a quarter of its required ammunition stocks. In these respects, the 2^nd Shock Army and 59^th Army were the worst off because supplies were distributed from the rear not through the front but separately to each army, and these armies were only just establishing their lines of communication and supply.

Even so, on 7 January the front in the area to the north of Lake Ilmen surged back into active life as the Soviet offensive began, though in somewhat loose order. The 4^th Army and 52^nd Army led the way, and the 59^th Army and 2^nd Shock Army joined the undertaking at intervals during the next few days. For five days, the German forces held a spate of attacks prosecuted without much in the way of determination or, as far as the Germans could discern, with any real purpose. Their greatest danger, the Germans believed, was that one or another of the Soviet armies would impact a German weak spot, of which there were several. On the morning of 13 January, just such an impact occurred when the 2^nd Shock Army, in its first significant effort, brought down a heavy artillery barrage and then struck the boundary between Generalleutnant Paul Laux’s 126^th Division and Generalleutnant Baptist Kneiss’s 215^th Division in the area to the south of the rail line. Boundaries are always difficult to defend as responsibilities are often divided in such areas, and this was rendered more difficult by the fact that the 126^th Division had only recently arrived on the Eastern Front. In a day, a gap 4 miles (6.5 km) wide was ripped between the two divisions. The 2^nd Shock Army had almost fulfilled the first stage of its assignment but, in the course of another two days of fighting, it was unable to effect an further widening of the gap. Much was, in fact, going wrong on the Soviet side. On 15 January, the 4^th Army and 52^nd Army halted and went over to the defensive in what a Soviet official history reported as 'serious defects in the organisation of the offensive, such as the dispersion of the forces in many directions'. On 16 January, Meretskov halted his front to regroup.

As they watched the Volkhov Front’s spasmodic start, the Germans came to believe that the major Soviet effort was yet to be made, and would take place in the area to the south of Lake Ilmen, where Kurochkin’s North-West Front also went over to the offensive on 7 January. Late on this day, the outposts of the 16^th Army on the southern shore of Lake Ilmen spotted convoys of Soviet motor vehicles and sled-equipped ski troops moving to the south-west across the frozen lake. In the wilderness area to the south of the lake, and in fact across most of the distance to the army group boundary near Oshtakov, the 16^th Army had established only a line of strongpoints rather than a solid front. By the break of day on 8 January, two Soviet divisions had crossed the lake and started to advance to the south to a depth of 9.25 miles (15 km) behind the front. On the next day, even as the 16^th Army managed to gather a miscellany of just a few battalions to screen Staraya Russa, Soviet ski troops moved to the south along the frozen Lovat river to the line of the road linking Staraya Russa and Demyansk.

This was General Leytenant Vasili I. Morozov’s 11^th Army starting to play its part in the counteroffensive, and von Leeb and Busch immediately appreciated the danger inherent in this formation’s advance. Close behind the front, Staraya Russa was the railhead and main supply base for all of the 16^th Army's formations and units in the area to the south of Lake Ilmen, and a thrust by the 11^th Army past Staraya Russa to Dno, some 80 miles (130 km) to the west, would cripple the German lateral rail and road communications as far to the north as Leningrad. To the west of Oshtakov, on the 16^th Army's southern flank, Purkayev’s 3^rd Shock Army and Eremenko’s 4^th Shock Army also went over to the offensive on 9 January in a drive which struck the 416^th Infanterieregiment and 418^th Infanterieregiment of Rauch’s 123^rd Division, which were holding a sector of the front, some 30 miles (50 km) long, by means of a line of widely spaced strongpoints extending to the north from the army group boundary.

For lack of resources, especially after the losses of the summer, autumn and winter of 1941, the armoured support available to the Soviets was very weak, especially in light of the requirement for such support in the Soviets' doctrine of deep-penetration operations: Eremenko’s 4^th Shock Army, for example, had only two tank battalions in the form of the 117^th Tank Battalion with 12 Lend-Lease Matilda II and nine Valentine infantry tanks as well as 10 T-60 light tanks, and the 141^st Tank Battalion had four KV-1 heavy, six T-34 medium and 20 T-60 light tanks. Even so, the Soviet advance was so powerful that the defending German formation, Rauch’s 123^rd Division, covering a sector of 18.5 miles (30 km), had its two forward regiments overrun: many of the strongpoints were so far apart that they could not provide each other with mutual covering fire, and the first waves of advancing Soviet troops simply moved to the west between them. In three days all of the strongpoints had been destroyed and a gap some 30 miles (50 km) wide had been opened. A German reserve formation, Schopper’s 81^st Division, was being delivered by rail, and its first regiment, Oberst Heinrich Hohmeyer’s 189^th Regiment, together with the 2/181^st Artillerieregiment and the 3^rd Kompanie/181^st Pionierbataillon, was immediately ordered to detrain at Toropets and Andreapol. From there the regiment advanced to Okhvat, where it was encircled and completely destroyed on 14 January: 1,100 dead were later found in a forest near Okhvat. Some 40 survivors from the artillery battalion made it back to the German lines. The move into action and collapse was so swift that the regiment was not even identified on German situation maps.

The Soviet breakthrough in the south raised the immediate prospect of an encirclement, and this seemed to be the only useful purpose which the Soviet initiative could serve. In fact Kurochkin had deliberately construed his orders from the Stavka to instruct the General Major Nikolai E. Berzarin’s 34^th Army, in the area of the Valdai hills between the 11^th Army to its north and the 3^rd Shock Army to its south, to become 'more active' toward the west, and Morozov’s 11^th Army and Purkayev’s 3^rd Shock Army to launch forces off their flanks to block the line of the Lovat river against the eventuality of any German retreat. The 16^th Army was managing to cover Staraya Russa by bringing in police and security units from its rear areas, but there were no reserves for deployment to the southern flank. On the afternoon of 12 January, von Leeb ordered Busch to prepare von Brockdorff-Ahlefeldt’s II Corps, the most southerly of his major formations and also that located farthest to the east, to withdraw. Then von Leeb spoke with Adolf Hitler and proposed the gradual withdrawal of his entire front in the area to the south of Lake Ilmen back to the line of the Lovat river. Hitler replied that he would have to take into consideration the effect of such a movement on the whole front, and ordered von Leeb to present himself at Hitler’s headquarters on the morning of the following day for a full 'discussion' of the entire situation.

The resulting 'discussion' was of course nothing of the sort, for it was both short and one-sided. Hitler ordered von Leeb to continue to hold the line in the area to the south of Lake Ilmen where it was, and to scrape together from formations and units already on the front sufficient strength to counterattack and close the gap in the south. A withdrawal, Hitler claimed, would create an intolerable exposure of the northern flank of Heeresgruppe 'Mitte'. The order to this effect had in fact been authorised for transmission by teletype even before von Leeb’s arrival to see Hitler, and after von Leeb’s departure, Generalfeldmarschall Wilhelm Keitel, the chief of the Oberkommando der Wehrmacht, telephoned the headquarters of Heeresgruppe 'Nord' in Pskov to leave the message that Hitler 'would be pleased' if the returning von Leeb personally impressed on Busch 'the unconditional necessity for holding the southern flank'. Whatever the necessity, von Leeb felt both before and after his meeting with Hitler that it was impossible to hold this flank.

On his rearrival at Pskov, von Leeb learned that the 3^rd Shock Army was approaching the road linking Kholm and Demyansk, and on 15 January that the Soviet forces had crossed the road and were started to fan out to the west. Believing the entire front in the area to the south of Lake Ilmen would now have to be contracted to the north-west in the direction of Staraya Russa, von Leeb requested that he either be relieved or be allowed to order the retreat while he still had the opportunity for manoeuvre. An indication of the type of answer von Leeb was to receive came through Generaloberst Franz Halder, the chief of the Oberkommando des Heeres general staff, who telephoned Generalleutnant Kurt Brennecke, von Leeb’s chief-of-staff, and told him to place maximum effort into the removal of all ideas of retreat and the promotion of the concept of holding fast.

On 17 January, Hitler relieved von Leeb under the fig leaf of ill health and appointed as his successor von Küchler, whose place at the head of the 18^th Army was taken by Lindemann.

It was now clear that, so far as Hitler was concerned, the lines had been drawn, and that the winter’s fighting on the northern sector of the Eastern Front was to be fought toe-to-toe wherever it took place. Thus Heeresgruppe 'Nord' was to stand fast. For the time being, however, Hitler’s intuition proved to be more sound than von Leeb’s professional judgment, inasmuch as the encirclement the latter had believed to be imminent did not take place, at least for the time being. The 11^th Army had a foothold, and no more than that, on the road linking Staraya Russa and Demyansk. The 3^rd Shock Army and 4^th Shock Army were still seeking to complete the task ordained for them in December, which was to drive a wedge between Heeresgruppe 'Nord' and Heeresgruppe 'Mitte', but each of these armies was advancing in two directions at once (the 3^rd Shock Army to the west and north-west, and the 4^th Shock Army to the south-west and south-south-west) and lacked the strength to complete their tasks. Like the 2^nd Shock Army, the 3^rd Shock Army and 4^th Shock Army were not the potent combined-arms forces suggested by their core designations. Eremenko, who had been wounded during the fighting of October 1941 while commanding the Bryansk Front and had taken command of the 4^th Shock Army on 25 December after his release from hospital, led a formation which was short of 1,000 officers and 20,000 other ranks when the offensive began, and while his formation had provided for three tank and 10 ski battalions, one of the former and five of the latter had then not arrived. Yet Eremenko’s situation was better than that of Purkayev, commander of the 3^rd Shock Army, because the 4^th Shock Army had been based on the previous 27^th Army, whereas the 3^rd Shock Army had been an entirely new organisation and had been readied for combat only be means of last-minute transfers of personnel from the 4^th Shock Army, which also had to share its supplies. On the day the 'Toropets-Kholm Offensive Operation' started, both armies had only the minimum level of rations and ammunition, and the only fuel which the 4^th Shock Army possessed was that already in the tanks of its vehicles.

On 21 January, the 4^th Shock Army took Toropets, and a day later the 3^rd Shock Army encircled Kholm. The distances the two armies had advanced were impressive, for it was some 60 miles (100 km) to Toropets and 55 miles (90 km) to Kholm, but the substantive accomplishments were less so. Both armies had exhausted their supplies, and a miscellany of German units was able to hold Kholm. The 4^th Shock Army seized sufficient German supplies at Toropets to remain on the move, but the Stavka’s plan now required the army to head straight to the south out of the area of Heeresgruppe 'Nord' into the rear of Heeresgruppe 'Mitte'. On 22 January, the 3^rd Shock Army and 4^th Shock Army were reallocated to General Polkovnik Ivan S. Konev’s Kalinin Front, which reduced Kurochkin’s problems but increased those of Konev. Although it increased the threat to Heeresgruppe 'Mitte', the 4^th Shock Army’s wheel to the south came as something of a relief, Halder remarking that had it been a wheel to the north, the holding of the ring round Leningrad would have become impossible.

One of the most difficult aspects of the offensive against Heeresgruppe 'Nord' up to this time was, the Germans felt, its somewhat eccentric execution. Halder believed that the two shock armies' offensive was without military sense, because in the longer term it could achieve nothing decisive against either of the two German army groups. Unable to conceive that the Stavka would chose to dissipate the Soviet strength in secondary attacks, Hitler, Halder and von Küchler felt that the primary offensive had not yet started, and would be directed at the Leningrad bottleneck, where an advance of only 9.25 miles (15 km) could break the German siege of the USSR’s second city. The Germans were wrong, for what Halder had characterised as a 'brawl' was about to continue.

In the week after the Volkhov Front’s attack had stalled in the area to the north of Lake Ilmen, Meretskov reassessed the situation and regrouped his forces in order to exploit a weak spot which the 2^nd Shock Army had found on the Volkhov river front. The Germans had managed to screen the gap, but had left the Soviets in possession of a bridgehead, measuring 3.1 miles (5 km) by 5 miles (8 km), between Spaskaya Polist and Novgorod. On 21 January, the 2^nd Shock Army, flanked on the south by the 52^nd Army and on the north by the 59^th Army, began an assault on the German forces penning the western side of the Soviet bridgehead. The Soviets pulled in the flanking armies to roll up the German front to the south and to the north when the breakthrough was made.

In the meantime, the grand offensive had changed from an undertaking by five armies to destroy the German forces on the entire sector of the front between Lake Ladoga and Lake Ilmen into what was in reality a thrust by just the 2^nd Shock Army, which was still 70 miles (115 km) from the German siege positions round Leningrad. The 2^nd Shock Army’s second thrust fared well in its first five days, penetrating the front to a depth of almost 25 miles (40 km), but this put it within range of no significant objective. The area in which the Soviet army was now operating was the catchment of the Luga and Tigoda rivers, and as such a substantial and almost unsettled region of swamp and peat bog which was for the most part under water except when frozen during the winter. The presence of a Soviet army behind their front was, naturally, unwanted by the Germans, but the greater short-term danger lay in the possibility that the two flanking armies would widen the Soviet breakthrough: most importantly, the 59^th Army, by driving as far to the north as Chudovo on the rail line linking Moscow and Leningrad, could have opened a 25-mile (40-km) gap and created a clear approach along the rail line to Leningrad. The Germans therefore kept a firm hold on Spaskaya Polist, some 18.5 miles (30 km) to the south of Chudovo, and by pinning the 52^nd Army limited the breach to 6.25 miles (10 km). This meant that the 2^nd Shock Army was now operating within what was in effect a pocket.

After the war’s end, Soviet historians came to the conclusion that the Volkhov Front and North-West Front had been unable to exploit their quantitative superiorities to the fullest possible degree as a result of the problems posed by difficult terrain, weakness in support and inexperienced higher leadership. The first affected both sides in about the same measure, so it was the second and third which were the most significant. Supplies for all the armies had been short, but Meretskov’s Volkhov Front gained a measure of improvement from a time late in January after the arrival of Andrei V. Krulev, the deputy people’s commissar for defence logistics, to speed the delivery of supplies. The inexperience of senior commanders was therefore the more persistent problem. Meretskov removed Sokolov as commander of the 2^nd Shock Army on 10 January for gross incompetence, and his later account of the army’s operations indicates that many staff officers lacked the skills which were needed. Eremenko suggested that his subordinate staff officers were confident and competent, and the front command as elaborately cautious on the one hand but flighty on the other. As the offensive continued, the Germans became aware that the lower Soviet command levels were having problems: for example, the signals intercept service of Heeresgruppe 'Nord' intercepted messages from army sections of the NKVD (People’s Commissariat for Internal Affairs) to divisional and brigade sections calling attention to a major increase in the non-fulfilment of combat assignments' and instructing the sections to intervene in order 'to re-establish proper order among units'.

It seemed, at the end of January, that the fighting on the northern flank was slowing appreciably. The weather was still very bad, with thick snow covering the ground and temperatures well below freezing, but the slowing of combat was not attributable primarily to this factor, but rather to each side’s uncertainties. The position of the Germans was parlous, and this was nothing they could change. The Soviets had the initiative, but could not exploit it. In the area to the south of Lake Ilmen, von Brockdorff-Ahlefeldt’s II Corps and elements of General Christian Hansen’s X Corps were holding a salient facing to the east around Demyansk. The 11^th Army had driven a wedge, some 18.5 miles (30 km) deep, into the corps' northern flank to the east of Staraya Russa: this cut their best lines of supply and constituted a significant start toward a Soviet envelopment of the salient. On the southern flank, the II Corps had the 3^rd Shock Army at Kholm 50 miles (80 km) to its rear and Berzarin’s 34^th Army probing to the north into the mostly vacant space between these two areas.

Possessing only a scattering of reserves, the 16^th Army had to thin its eastern front to provide screens for the corps' flanks. Busch, the army commander, was unhappy about being passed over for command of the army group and, as von Leeb had been, was fearful of an encirclement and therefore wished to strengthen the southern flank against an envelopment from that direction. Peeved by the fact that Busch was adhering to the idea of a potential threat on the southern flank, which had already cost von Leeb his command, von Küchler agreed with Halder that the greater danger lay in the north, most specifically at Staraya Russa which, the two men agreed, was the key to the entirety of the German position in the area to the south of Lake Ilmen.

During this period, the units which the II Corps and X Corps were able to free were just about sufficient, so long as the opposition continued to advance only slowly, to prevent the Soviets from closing on the corps' rear areas. Along the Volkhov river a similar situation prevailed. the 18^th Army, which had assumed responsibility for the area on which the Soviet breakthrough occurred, was sure it could handle the 2^nd Shock Army after it closed the gap in the front, but all the troops it could spare were currently being used just to keep the gap from widening.

Toward the end of the first week in February, over a period of several days Heeresgruppe 'Nord' was able to report that its situation was satisfactory, for the Soviet offensive seemed to be disintegrating into a sequence of unco-ordinated attacks, some of which were dangerous at the local level, but none threatening the overall situation to any appreciable degree. For the moment Heeresgruppe 'Nord' seemed less concerned about the Soviet offensive than with the operation of the rail lines over which it received its supplies. This latter difficulty was not new, although the cold and snow exacerbated it, and could be traced to the planning for 'Barbarossa', which had left the operation of the railway system, in both Germany and the occupied countries, in civilian hands. Working on the entire railway network behind the Eastern Front was most decidedly unpopular with railway men, and this was especially true of the network behind Heeresgruppe 'Nord'. This army group came to believe, not without reason, that the railway network in its rear was being operated by the most intransigent and least capable men of the German railway industry.

In Leningrad, meanwhile, time and the climate seemed to favour the Germans. The interrogation of prisoners of war and deserters suggested that Leningrad’s situation was dire in the extreme, and still deteriorating as a result of the cold and starvation. On several occasions, Hitler urged the army group to consider an exploitation of the comparative quiet along the front and to close still more tightly on Leningrad, but von Küchler refused because he could not spare the number of troops necessary for any realistic attempt to take the city, and any line closer than that currently held by the 18^th Army would be under water as soon as the start of the spring thaw, which could be as little as five weeks distant. This fact also raised the possibility, in German minds at least, that the Soviet winter offensive might be nearing its logical end. Halder thought that the Soviets would attempt nothing of a major nature so late in the season.

During this period of apparent calm, on 6 February the 16^th Army identified two new Soviet formations, namely General Major Afanasi S. Gryaznov’s I Guards Corps and General Major Aleksandr I. Lizyukov’s II Guards Corps, in the wedge which the 11^th Army had driven into the German line in the area to the east of Staraya Russa. From this position, the two corps could split the German front in several directions, but for the moment their actions did not indicate any particular purpose, and the two formations could themselves be trapped by an attack across the base of the wedge. Generalleutnant Wilhelm Hasse, Brennecke’s successor as the chief-of-staff of Heeresgruppe 'Nord', believed that the arrival of the two Soviet corps as the start of a final attempt to cut off the II Corps and X Corps around Demyansk, but Halder remained unsure that this was the Soviet intent and believed rather than Soviet commanders would attempt almost anything just to have a tactical success to convince higher authority that they were competent.

Rather than await a first move by the two new formations, the 16^th Army decided to strike to the east behind the two Soviet corps using Generalmajor Karl Allmendinger’s 5^th leichte Division. The division was committed even as it arrived by rail from Germany despite the fact that half of its strength was still scattered along the rail line as far to the rear as Riga. Almost inevitably, therefore, the attack failed, and the few units which had advanced were necessarily brought back in the dark of the night of 10/11 February.

The uncertainty on the German side of the front line was more than matched by complications of the situation on the Soviet side. During the third week of January, Kurochkin had proposed that the most important task was the encirclement and subsequent destruction of the II Corps and X Corps in the area to the west of the Lovat river, but the Stavka had been unwilling to incur delay this would impose on its planned advance past Staraya Russa toward Dno and Luga. By that time it was also giving consideration to turning the 3^rd Shock Army to the north-west after it had reached Kholm as a start of a deep penetration to Pskov. Late in the month the Stavka had given Kurochkin the I Guards Corps, II Guards Corps and General Leytenant Vasili I. Kuznetsov’s 1^st Shock Army with instructions to undertake both the thrust to the west and the encirclement of the II Corps and X Corps. Moved to the north from the front in the area to the west of Moscow without a rest, the 1^st Shock Army was to spearhead the attack past Staraya Russa while the two guards corps were to be used against the II Corps and X Corps, and the area to be encircled was much enlarged. Meanwhile transferred to the Kalinin Front, the 3^rd Shock Army was to be the southern arm, and the II Guards Corps was to close the ring from the north by a drive to the west of the Lovat river as far as Kholm, where it would join the 3^rd Shock Army and later become part of the advance to Pskov. Although it would be starting deep in Kurochkin’s area of responsibility, the II Guards Corps was subordinated to the Kalinin Front.

To the north of Lake Ilmen, during the second week of February the time available to the Soviets was becoming short. Leningrad was starving, and within a maximum of six weeks the advent of the spring thaw would result in flooding and the impassable rasputitsa mud. The Volkhov Front had increased the gap to a width great enough to put the 2^nd Shock Army’s line of supply out of German small arms range, but the Germans maintained their grip on Spaskaya Polist on the crucial northern shoulder of the Soviet salient. Under the Stavka’s considerable pressure to ease the German siege of Leningrad, Meretskov attempted to align the 2^nd Shock Army for a thrust toward Lyuban, which would put it about mid-way to Leningrad. The 2^nd Shock Army continued to push straight to the west, however, where the German resistance was lighter, and neither the presence at the front’s headquarters of Marshal Sovetskogo Soyuza Kliment Ye. Voroshilov as a representative of the Stavka, nor the relief of the 2^nd Shock Army’s chief-of-staff and operations officer was sufficient to get the army headed along the desired axis.

Lyuban and Staraya Russa were to remain in German hands for an extended period, the latter long enough to become a legend on the Eastern Front, but the combination of the winter and Hitler were about to provide the Soviets with their first opportunity in the 'Great Patriotic War' to execute a major encirclement. Once Hitler had tied the II Corps and X Corps to the Demyansk area, the encirclement was something which the Soviets could hardly have avoided even if they had desired to avoid it, which of course they did not. The creation of the pocket had begun in the first days of the 'Toropets-Kholm Offensive Operation', and from that tome onward could be seen as what was in effect a collaborative venture by the Soviet commands and Hitler. As the 11^th Army and 34^th Army turned in behind Demyansk in January, the II Corps and X Corps, denied the right to manoeuvre, curved their front lines back to the west and closed a defensive ring round themselves. In the south, the II Corps held Molvotitsy as a corner post. Generalleutnant Theodor Freiherr von Wrede’s 290^th Division established a northern corner post 15.5 miles (25 km) to the east of Staraya Russa. By retaining the 5^th leichte Division at Staraya Russa, the 16^th Army kept alive the possibility that it could strike across the gap to the 290^th Division and reverse the Soviet success, though the chance of so doing diminished after the I Guard Corps, II Guards Corps and 1^st Shock Army arrived. One of the first effects of the Soviet reinforcement was the compression of the 290^th Division's front into a narrow projection off the main line of the Demyansk pocket, which was pushed away to the south.

The Soviets entrusted the task of completing the encirclement to the I Guard Corps and II Guards Corps, and received instructions on how to do so directly from Iosif Stalin, who told Gryaznov and Lizyukov, the two corps' commanders, to 'move in strong groupings, and do not stretch out. If you become extended, you cannot move fast. Maintain your groupings, and do not divide regiments and battalions. Do not lose contact with advance detachments.' The instructions were correct as far as they went, but in practice the very long distances the two corps had to cover made them unfulfillable.

As the Germans could not prevent it and did not plan to make any attempt to escape from it, the encirclement was completed by the Soviets with little difficulty. The II Guards Corps cut the last German overland supply line on 9 February, and thereafter von Brockdorff-Ahlefeldt’s II Corps became responsible for the six divisions in the pocket as the headquarters of Hansen’s X Corps was located at Staraya Russa, and therefore outside the pocket. An airlift of supplies to the encircled forces began three days later, and von Brockdorff-Ahlefeldt reported on 16 February that in the pocket there were 95,000 men who required a minimum of 200 tons of supplies per day to survive: they were currently receiving a daily figure of between 80 and 90 tons.

The II Guards Corps completed an outer encirclement ring on 15 February when it established contact with elements of 3^rd Shock Army in the area to the north-east of Kholm. In actuality, this outer ring had little real significance as there were no German formations or units within miles of it over most of its length. Considerably more disturbing for the Germans, on 18 February, was the fact that the 290^th Division had to pull back into the main part of the pocket. Until that time the Oberkommando des Heeres and the army group had been able to talk about launching the 5^th leichte Division to the east in just a few days. The loss of the pocket’s northern corner post was also more important to the Germans than the closing of the inner ring, a fact of which they were unaware when it happened. Soviet accounts give two dates for this event. One says that it was 20 February and took place at Zaluchye, just outside the pocket and directly to the east of Demyansk, and another that the inner encirclement and was not completed until 25 February, when I Guards Corps established contact at Zaluchye with a brigade of the 3^rd Shock Army advancing from the south.

On 22 February, Hitler marked the beginning of a new period in the the military history of Germany in World War II when he designated the Demyansk pocket as a 'fortress'. The next city to receive this dubious distinction was to be Stalingrad, and after it there would be many more as the German forces were driven back out of the USSR, though Poland and the Baltic and Balkan states, into Hungary, Austria and finally Germany, but late in the winter of 1941/42 the term was new. It implied permanence, whereas a Kessel (cauldron), such as those at Minsk, Smolensk and other places during 'Barbarossa', was an incident of war, as as such ephemeral. A fortress was a deliberate creation and, in Hitler’s thinking, had a definite tactical purpose.

On 18 February Hitler was already speaking of a thrust from Demyansk to the south in order to close the 80-mile (130-km) gap to Heeresgruppe 'Mitte', and by 22 February he and the Oberkommando des Heeres were considering plans for restoring overland contact with the Demyansk 'fortress'. The course of the war on the Eastern Front was in fact affording them time to do so, for quiet was descending along the entire front despite the fact that 23 February was the 'Day of the Red Army' and the Germans had anticipated Soviet attacks to commemorate it. Around Demyansk the pocket’s perimeter was now stabilising. The gap between the pocket and the main German front at Staraya Russa was about 18.5 miles (30 km), and somewhat less than this figure farther to the south on the Polist river.

The 'Toropets-Kholm Offensive Operation' had cost the Soviets 10,400 men killed or missing and 18,810 men wounded out of an overall strength of 122,100 men, while according to Soviet estimates the Germans had lost 12,000 men killed, missing, wounded or taken prisoner out of an unspecified overall strength.