'Waltraut' was a German counterattack by General Hermann Breith’s III Panzerkorps of General Otto Wöhler’s 8^th Army in Generalfeldmarschall Erich von Manstein’s Heeresgruppe 'Süd' on the Eastern Front to reopen the railway line, connecting Uman and Vinnitsa, which had been severed by a Soviet advance (25 January 1944).

By the later stages of 1943 the position of Heeresgruppe 'Süd' in Ukraine had worsened considerably from its state in the summer of the same year. The army group’s formations were stretched comparatively thinly along the southern part of Ukraine from a location to the north of Korosten down to the bend of the Dniepr river, so offering the Soviets a vulnerable salient. At the insistence of Adolf Hitler the army group still held Nikopol and Krivoi Rog despite the fact that the mines round these two cities of the Dniepr river bend, deemed vital to the German war economy by Adolf Hitler, were no longer being worked, and a new problem had emerged on the army group’s northern flank, where the Soviet salient to the south-west of Kiev created by General Nikolai F. Vatutin’s 1^st Ukrainian Front threatened to divide Heeresgruppe 'Süd' from Generalfeldmarschall Ernst Busch’s Heeresgruppe 'Mitte'.

It should be noted that the Soviet fronts in Ukraine were also encountering problems, however. The winter of 1943 had been very mild in the south of Russia, and the spring thaw, with its attendant rain and rasputitsa mud began extraordinarily early at the end of December 1943 rather than in the spring of 1944, and most airfields were therefore inoperable. The Soviet forces' lines of communication extended more than 310 miles (500 km) to the vital rear base areas, so there were major logistical difficulties with supply, maintenance and repair. In General Polkovnik Ivan S. Konev’s 2^nd Ukrainian Front a mere 50% of vehicles were operational. Of the 168 infantry divisions in the western part of Ukraine most were significantly below establishment strength despite measures, such as the forcible conscription of liberated Ukrainians, to rectify the matter.

Even so, the Soviet high command opted to resume the offensive along the whole of the line, Marshal Sovetskogo Soyuza Georgi K. Zhukov remaining to co-ordinate the 1^st and 2^nd Ukrainian Fronts, and Marshal Sovetskogo Soyuza Aleksandr M. Vasilevsky fulfilling the same role for General Rodion Ya. Malinovsky’s 3^rd Ukrainian Front and General Fyedor I. Tolbukhin’s 4^th Ukrainian Front. The Soviet plan for the next phase of the liberation of the USSR thus demanded that the 1^st and 2^nd Ukrainian Fronts launch parallel thrusts to the south-west on the axes from Vinnitsa to Podolsky via Mogilev, and from Kirovograd to Pervomaysk, while the 3^rd and 4^th Ukrainian Fronts made concentric blows on Nikopol and Krivoi Rog.

The first phase of the 'Dniepr-Carpathian Strategic Offensive Operation' was allocated to the 63 divisions of the 1^st Ukrainian Front, which also included three cavalry divisions as well as six tank and two mechanised corps. The offensive broke on the morning of 24 December, initially on General Erhard Raus’s 4^th Panzerarmee, and as it developed the offensive’s front widened to some 200 miles (320 km), the main thrusts being made by General Leytenant Vasili I. Kuznetsov’s (later General Leytenant Andrei A. Grechko’s) 1^st Guards Army, General Leytenant Pavel S. Rybalko’s 3^rd Guard Tank Army and General Leytenant Konstantin N. Leselidze’s 18^th Army toward Zhitomir, and by General Leytenant Kirill S. Moskalenko’s 38^th Army and General Leytenant Mikhail Ye. Katukov’s 1^st Tank Army toward Vinnitsa. The primary drive of the 1^st Ukrainian Front thus developed in the centre with two tank and three infantry armies driving to the south-west with the two infantry armies on each flank fanning out west and the south.

At this time Heeresgruppe 'Süd' comprised General Hans-Valentin Hube’s 1^st Panzerarmee, Raus’s 4^th Panzerarmee and General Otto Wöhler’s 8^th Army, totalling some 43 infantry, 15 Panzer and seven Panzergrenadier divisions. Farther to the south, Generalfeldmarschall Ewald von Kleist’s Heeresgruppe 'A' (eight German and 10 Romanian infantry divisions) comprised Generaloberst Erwin Jaenecke’s 17^th Army in Crimea, and General de armatâ Petre Dumitrescu’s Romanian 3^rd Army and Generaloberst Karl Hollidt’s 6^th Army in the Dniepr river bend.

Although Hitler had maintained the fiction of a good relationship with von Manstein, the German leader had in fact become increasingly disenchanted with this army group commander and openly mocked von Manstein’s suggestion that his army group pull out of the Dniepr river bend and relocate its headquarters from Vinnitsa to Lwów. Before this, von Manstein had asked Hitler for authority to shift the 1^st Panzerarmee to his left flank and also to evacuate the Dniepr river bend, but Hitler had instead promised the speedy despatch to Heeresgruppe 'Süd' of three divisions (one each from Heeresgruppe 'A', Heeresgruppe 'Mitte' and Heeresgruppe 'Nord'). Since these divisions could not arrive rapidly enough to be of use, five days after the start of the 1^st Ukrainian Front’s offensive von Manstein had on his own authority shifted the headquarters of the 1^st Panzerarmee, together with one infantry and three Panzer divisions, from the Dniepr river bend to his left flank. In overall terms, however, von Manstein stuck to Hitler’s strategy inasmuch as the 8^th Army still held part of the Dniepr river bend in the area to the west of the 6^th Army, which was deep in the Nikopol pocket.

Although the headquarters of the 1^st Panzerarmee had been entrusted with the task of organising the relief of the 4^th Panzerarmee, taking over its right-hand sector while Raus took over more ground to the left, both had to give way before the 1^st Ukrainian Front’s attack, which now threatened the railway linking Lwów and Odessa, and which was wholly vital to both the right wing of Heeresgruppe 'Süd' and Heeresgruppe 'A'. The 1^st Ukrainian Front meanwhile continued its advance, initially against a measure of resistance and then more swiftly as the German defence became increasingly dislocated. Korosten, Novograd Volynsk, Zhitomir, Berdichev and Belaya Tserkov were all liberated during the first fortnight of the offensive.

On 5 January, the day after von Manstein had returned from visiting Hitler in East Prussia to request, once again, authorisation to evacuate the Dniepr river bend, and also for the transfer to his command of the 17^th Army from Crimea, the 2^nd Ukrainian Front began its parallel 'Kirovograd Offensive Operation', its initial target being the 8^th Army farther to the east. The new Soviet offensive took the form of a single thrust on a fairly narrow 60-mile (100-km) front between Cherkassy and Starodub well east of the 1^st Ukrainian Front’s sector, the main axis being in a south-westerly direction toward Kirovograd. The main attack was entrusted to General Leytenant Ivan M. Managarov’s 53^rd Army, at this time under the temporary command of General Leytenant Ivan V. Galanin, and General Pavel A. Rotmistrov’s 5^th Guards Tank Army. The associated flank attacks were made by General Major Aleksandr I. Ryzhov’s (later General Leytenant Ilya K. Smirnov’s) 4^th Guards Army, General Leytenant Aleksei S. Zhadov’s 5^th Guards Army and General Leytenant Mikhail S. Shumilov’s 7^th Guards Army, while General Leytenant Konstantin K. Koroteyev’s 52^nd Army moved on the northern flank.

The Soviets hoped that by attacking to the east in the direction of Kirovograd and Malaya Viska, the 2^nd Ukrainian Front would outflank part of the 8^th Army holding the right bank of the Dniepr river in the area between Cherkassy and Korsun, and then complete a double envelopment by linking up with the formations of the 1^st Ukrainian Front in the German rear.

The 2^nd Ukrainian Front launched its offensive initially against the sector of the front held by General Erich Buschenhagen’s LII Corps and General Nikolaus von Vormann’s XLVII Panzerkorps. Assuming command on a few days earlier after his arrival from Germany, von Vormann had three Panzer, one Panzergrenadier and four infantry divisions: the Panzer divisions were hardly more than Panzer groups and the infantry divisions no stronger than reinforced regiments: Generalleutnant Gustav Wilke’s 2^nd Fallschirmjägerdivision, for example, had a fighting strength of only 3,200 men with which to hold a front of 13 miles (21 km), and Generalleutnant August Schmidt’s 10^th Panzergrenadierdivision had a strength of 3,700 men for a front of 10 miles (16 km).

There was thick snow and the weather was bitterly cold, making the finding of shelter and the construction of new trenches virtually impossible and impossible respectively. Morale was still adequate, but there seemed to be an increasing tendency toward a longer-term pessimism. The volume of Soviet radio traffic which the German intercepted provided a good indication that a major undertaking was imminent, and the Soviet offensive then started in the standard way with a 30-minute artillery and rocket bombardment before the major armoured and infantry assaults were committed. On 5/6 January the artillery element of the XLVII Panzerkorps fired 177,000 rounds as its sought to bridge the gaps in the line occasioned by lack of adequate infantry. In the absence of corps or army reserves, the two corps' fronts were in danger of collapse. On 8 January the Germans lost Kirovograd, during the night of 9/10 January the headquarters of the XLVII Panzerkorps was dispersed with considerable losses of men and equipment by a Soviet tank brigade with 'tank rider' infantry, and the German divisions were several times encircled as they fought their way back.

Thus the progress of the 2^nd Ukrainian Front’s continued in the face of the outnumbered but tactically astute defence of the Germans, who made effective use of the area’s many villages and gullies.

Farther to the west, the 1^st Ukrainian Front continued to drive the 1^st Panzerarmee and 4^th Panzerarmee apart until the gap between them was some 40 miles (65 km).

But in the second half of January Heeresgruppe 'Süd' mounted two powerful counterattacks on the 1^st Ukrainian Front in the area between Uman and Vinnitsa using three formations, in the form of General Ernst-Eberhard Hell’s VII Corps, Breith’s III Panzerkorps and General Johannes Block’s XLVI Panzerkorps. The first of these counterattacks was 'Waltraut', which forced back General Leytenant Filipp F. Zhmachenko’s 40^th Army and Zhadov’s 5^th Guards Army to the north of Uman, while the second cut off part of Moskalenko’s 38^th Army and Katukov’s 1^st Tank Army, at the same time causing the Soviet heavy losses in men and, more notably, in tanks. As a result the 1^st Ukrainian Front was pushed back some 20 miles (32 km).

However, the 1^st and 2^nd Ukrainian Fronts' penetration to the east and west of the area of Korsun had already left an exposed German salient to the south-west of Cherkassy, held by elements of the 1^st Panzerarmee and the 8^th Army. The offensive was renewed by the flank formations of the 1^st Ukrainian Front and 2^nd Ukrainian Front with the objective of achieving a double envelopment of this salient. The 2^nd Ukrainian Front attacked first on 24 January in the 'Korsun-Shevchenskovsky Offensive Operation', liberating Cupola on 27 January and Zvenigorodka, deep in the German rear, during the following day despite of strong German armoured counterattacks which enveloped and cut off the attackers for a space of three days. The 1^st Ukrainian Front then took up the attack from the west on 26 January, and on 28 January (on which Hitler had called all his army group and army commanders to East Prussia to hear a lecture) elements of General Leytenant Andrei G. Kravchenko’s 6^th Tank Army met Rotmistrov’s 5^th Guards Tank Army of the 2^nd Ukrainian Front near Zvenigorodka, so cutting off in the Korsun-Cherkassy pocket General Franz Mattenklott’s XLII Corps and General Wilhelm Stemmermann’s XI Corps as well as Generalleutnant Theobald Lieb’s (from 1 February Oberst Hans-Joachim Fouquet’s) Korpsabteilung 'B'.

Four infantry divisions, SS-Gruppenführer und Generalleutnant der Waffen-SS Herbert Gille’s 5^th SS Panzerdivision 'Wiking', SS-Sturmbannführer Lucien Lippert’s Belgian-manned SS-Sturmbrigade 'Wallonien', and other elements, in all about 60,000 men with about 70 armoured fighting vehicles and soon designated as Generalleutnant Wilhelm Stemmermann’s Gruppe 'Stemmermann', were caught in the pocket sealed off by a Soviet force of some 27 infantry divisions, four tank corps and one mechanised corps totalling some 200,00 men with 500 armoured fighting vehicles.

Within Heeresgruppe 'Süd' there was an immediate burst of activity as a relief force was planned, for previous experience had shown the Germans that the more quickly the relief attempt was made, the greater its chances of success. But a major decision of this type was reserved to Hitler, who set about the micro-management of the relief force’s assembly on the basis of a division from one source, a Kampfgruppe from another, etc. The 1^st Panzerarmee was instructed to terminate its battle with the 1^st Tank Army on the far left, and the 8^th Army to make available the XLVII Panzerkorps. von Manstein ordered Generalleutnant Maximilian Freiherr von Edelsheim’s 24^th Panzerdivision to move from the sector of the 6^th Army in the Dniepr river bend, but Hitler countermanded this order and sent it back after it had started to attack at Cherkassy, on the grounds that the Nikopol area was threatened. After a round march of some 500 miles (800 km), the division arrived back in the Nikopol area too late, and had thus been of no use in either sector.

The Soviets enclosed the pocket in their standard fashion, with an inner perimeter of infantry provided by Ryzhov’s 4^th Guards Army and General Leytenant Sergei G. Trofimenko’s 27^th Army, and an outer perimeter of armoured forces provided by the 5^th Guards Tank and 6^th Tank Armies to drive back any relief effort based, in the German fashion, of armoured formations. On 8 February the encircled Germans were invited to surrender but refused, and by 10 February the entire pocket was within range of Soviet artillery as the two encircled corps were compressed into an area some 10 by 20 miles (16 by 32 km) in extent. The XLII Corps had been placed under Stemmermann’s command, and all of the troops in the pocket were put under the overall command of the 8^th Army.

A primitive airlift organisation was already available at Korsun airfield to supply the 8^th Army's formations cut off from more orthodox means of supply by the muddy weather, and this organisation was enlarged to deliver 80 tons per day into the pocket. The airlift operation was severely hampered, however, by heavy snow and rain. Wöhler was distinctly unhappy at the delay in finalising the relief force and in being saddled from above with a plan which called for an overly ambitious encirclement aimed at destroying the Soviets besiegers rather than extracting the German formations.

Spearheaded by SS-Brigadeführer Theodor Wisch’s 1^st SS Panzerdivision 'Leibstandarte SS Adolf Hitler' and the Tiger heavy tanks of Oberstleutnant Dr Franz Bäke’s 503^rd schwere Panzerabteilung, the first relief thrust was launched by the left-hand element of the proposed pincer movement, namely the III Panzerkorps, on 4 February but was directed too far to the west and was soon brought to a bloody and costly halt. After wasting five days and suffering many losses of men and armour, the III Panzerkorps was pulled back to its jumping-off point.

With time running out for the Germans in the pocket, formations were committed on a new axis, directly into the pocket, on the basis of 'as and when' they became available. The XLVII Panzerkorps attacked farther to the east, but the mud made movement very problematical, vehicles ran out of fuel, and the air supply effort proved inadequate. The change of axis by the III Panzerkorps nonetheless took the Soviets by surprise, and then a temporary drop in the temperature assisted the movement of the German corps by freezing the mud. But the Soviet resistance to the relief effort gained strength as General Leytenant Semyon I. Bogdanov’s 2^nd Tank Army, made available to the 1^st Ukrainian Front by the Soviet high command, entered the fray.

On 12 February the III Panzerkorps reached the hamlet of Lysyanka, only 10 miles (16 km) from the pocket, and the Soviet high command intensified its effort to halt the German relief effort. The command of the area was reallocated to the 2^nd Ukrainian Front, and Trofimenko’s 27^th Army was shifted from the 1^st Ukrainian Front to the 2^nd Ukrainian Front. The Soviet infantry losses were offset as fresh formations, such as the 180^th Division, reached the village of Kvitki in the narrow strip of land between the pocket and the III Panzerkorps, and forcibly conscripted its male population of 500. Despite the fact that their numerically superior tanks had wider tracks than those of the Germans, and therefore possessed a generally superior tactical mobility to that of the Germans, the Soviets were also adversely affected by the returning mud: thus bombers were pressed into service as transports, and all of the Soviet formations had recourse to draft animals for the movement of artillery and vehicles, and the surviving local population for the delivery of supplies.

On the other side of the front line, the III Panzerkorps could not any longer be supplied by land in its forward area as a result of the state of the ground, and was thus already reliant on air supply. The German air supply operation was effected, under the direction of General Hans Seidemann’s VIII Fliegerkorps, directly to Korsun airfield. It was at first possible for the aircraft to land, unload their supplies and load casualties for evacuation, but then the condition of the ground then made this impossible and the supplies were delivered by parachute. This method lacked accuracy, was slow and led to the loss of many aircraft as they made their drop runs, so finally all supplies, including fuel in drums, were simply dropped at heights down to 33 ft (10 m). The transport aircraft suffered losses to anti-aircraft fire and Soviet air interception, but in general the Soviet aircraft made no major effort despite the fact that the Luftwaffe meant that just three fighters could be provided for every 36 transport aircraft. Some 2,000 tons of supplies were flown into the pocket during the course of 1,500 sorties, 2,400 wounded men were evacuated, and 32 transport aircraft were lost.

On 5 February the 8^th Army had ordered Stemmermann to be prepared for a break-out from the Korsun-Cherkassy pocket on or after 10 February, but it was 15 February before Hitler agreed that the encircled troops should fight their own way out of the pocket rather than await relief. The pocket then started to move to the south, sometimes in mud and at other times in blizzards. Some units and formations had kept their organisation and could thus mover and fight effectively, but many men were mere stragglers commanded by the nearest available officer. Guns, armoured fighting vehicles and motor transport were abandoned, so the men had only personal weapons and machine guns with which to seek to fight off continuous Soviet armoured and infantry attacks.

Notable among the formations which performed well at this time was Gille’s 5^th SS Panzerdivision 'Wiking'. The now-moving pocket also had to run the gauntlet of Soviet artillery fire, and its casualty list rose both steadily and inexorably. On 17 February the moving pocket’s leading units met the III Panzerkorps, and a large percentage of the encircled troops thus managed to escape. All the sick and wounded had been abandoned to their fate, all heavy equipment had been left behind and Stemmermann was himself killed on 18 February.

The German claim that 30,000 men got through to safety has to be weighed against the Soviet claim of 18,000 wounded and unwounded prisoners and 50,000 dead remaining in the pocket. However many men escaped from Korsun-Cherkassy, the truth was that Heeresgruppe 'Süd' had suffered a major reverse. Many of the survivors of the pocket were physically and mentally unfit for any immediate return to service, and two experienced corps had been destroyed as fighting formations. Their loss was to be sorely felt in the battles which were to follow.

To the north of the 4^th Panzerarmee, the left flanking formation of Heeresgruppe 'Süd', a wide gap had been driven between Heeresgruppe 'Süd' and Heeresgruppe 'Mitte' as Hitler had been unwilling to accede to von Manstein’s request for the establishment of another army in the area of Rovno. Part of General Arthur Hauffe’s XIII Corps was detached to cover the land approach from Rovno to Lwów, while a number of SS and police battalions covered the railway line in the area of the Pripyet marshes. No immediate Soviet attack was expected in this area as it was believed that the 1^st Ukrainian Front was preoccupied both at Korsun-Cherkassy and in the wedge between the 1^st Panzerarmee and the 4^th Panzerarmee. On 27 January, however, General Leytenant Nikolai P. Pukhov’s 13^th Army and General Leytenant Ivan D. Chernyakhovsky’s 60^th Army, the right flanking formations of the 1^st Ukrainian Front, attacked and, with the aid of partisan units, passed through marsh and woodland. Using the I Corps and VI Guards Cavalry Corps on the extreme flank, the two armies reached the Styr river, well inside the 1939 border of Poland, just two days later. Rovno, Luck and the Zdolbunov railway junction were soon taken and on 10 February Shepetovka fell.

Four weeks earlier, on 10/11 January, far to the east in the Dniepr river bend, the 3^rd Ukrainian Front and 4^th Ukrainian Front had moved onto the attack against the 6^th Army; but the attack was called off after only five days as the offensive had made little progress. The two fronts were then regrouped and reinforced before launching a new 'Nikopol-Krivoi Rog Offensive Operation' on 30 January. General Leytenant Vasili V. Glagolev’s 46^th Army and General Leytenant Vasili I. Chuikov’s 8^th Guards Army made the main attack in the centre of the 3^rd Ukrainian Front, while General Leytenant Mikhail N. Sharokhin’s 37^th Army and General Leytenant Ivan T. Shlemin’s 6^th Army held the flanks. The 4^th Ukrainian Front used General Leytenant Vyacheslav D. Tsvetayev’s 5^th Shock Army, General Leytenant Dmitri D. Lelyushenko’s 3^rd Guards Army and General Leytenant Aleksei A. Grechkin’s 28^th Army as the core of its offensive against the German bridgehead forward of Nikopol on the Dniepr river.

The 6^th Army had some weeks before taken over the corps which was left earlier by the 1^st Panzerarmee when it was removed to the left flank of Heeresgruppe 'Süd', and at the end of January the 6^th Army comprised General Friedrich Mieth’s IV Corps, General Paul Völckers’s XVII Corps, General Erich Brandenberger’s XXIX Corps, General Maximilian Fretter-Pico’s XXX Corps and General Hans-Karl Freiherr von Esebeck’s LVII Panzerkorps, totalling three Panzer and 18 infantry divisions.

At about this time, in the middle of the battle, Hitler shifted the 6^th Army from Heeresgruppe 'Süd' to von Kleist’s Heeresgruppe 'A', which had moved its headquarters from Crimea to Nikolayev. The 3^rd Ukrainian Front’s attack fell on the XXX Corps, which was considerably below nominal strength, and this broke. The left bank of the Dniepr river was cleared and Nikopol taken by 7 February, and the German troops in the Dniepr river bend, abandoning all their baggage as they went, were soon in retreat as their line of withdrawal was threatened by the 8^th Guards and 46^th Armies to their rear. On 17 February there began the Soviet battle to free Krivoi Rog, and five days later the Germans had been driven from the town.

The Soviet army then halted and prepared to regroup in order to complete the conquest of Ukraine.