Second Kharkov, May 1942:

A Case Study in Failed Planning

By Paul Youde

6 S&T 271 | NOV–DEC 2011

 Note: Soviet units are in italics; German
units are in plain text.

Opposing Plans

T
he Second Battle of Kharkov,
fought in May 1942, was a
disaster for the Soviet forces
that took part in it and for those Soviet
commanders who planned and com-
manded it. To understand why the
disaster occurred, we need to focus on
the Soviets’ strategic and operational
planning decisions that led up to it.
When, early in 1942, Stalin and
Stavka (the high command staff of the
armed forces of the Soviet Union) sat
down to determine their strategic plan
for the upcoming spring and summer
campaigning season, they deduced
the Germans’ primary effort would
be toward Moscow, with a possible
secondary offensive in the south. That
overarching belief was central to the
subsequent decisions made by Stalin
and his subordinates. Though they
agreed on what the Germans would
most likely do, they then differed on how
best to deal with that coming offensive.
Marshal Boris M. Shaposhnikov,
Chief of the General Staff, believed
Soviet forces should conduct a
passive defense to wear down the
attacking Germans before launching a
counteroffensive later in the summer.
Marshal Georgi K. Zhukov, at the time
commander of the West Front (army
group), the forces of which directly
defended Moscow, agreed Soviet forces
should adopt a generally defensive
strategy. He also proposed, however,
they undertake a number of pre-emptive
attacks against those German forces
occupying positions closest to Moscow.
His aggressive proposal (by then almost
stereotypically so) was taken up by
Stalin and then further expanded to
include offensive actions in other
sectors from the Baltic to the Black Sea.
Stalin therefore ordered the general
staff and front commanders to plan
local offensives in the Kharkov, Kursk,
Vyazma, Leningrad, Demyansk,

S&T 271 | NOV–DEC 2011 7

Karelian and Crimea regions. His
final directive on the matter read:
Simultaneously with the shift to
a[n overall] static defense, I foresee
the conduct of local offensive
operations along a number of
axes to fortify the success of the
winter campaign, to improve the
operational situation, to seize
the strategic initiative and to
disrupt German preparations
for their summer offensive.
That decision reflected Stalin’s
general strategic and operational
philosophy during that period of the
war. That is, he felt certain it would be
the application of offensive force in
many sectors at once, or perhaps in
rapid succession, which would prove to
be the quickest and most certain way
to defeat the Germans. He believed
that German forces, after their retreat
during the previous winter, were still
exhausted and logistically overextended.
That, in his mind, justified the decision
for further attacks. Gen. Aleksandr
M. Vasilevsky, at that time in 1942
the head of Soviet armored forces,
later remarked that Stalin’s decision
to “defend and attack simultaneously
turned out to be the most vulnerable
aspect of the [1942 Soviet] plan.”
At about that same time the German
high command, after considerable
debate, decided their forces in the
east—no longer strong enough to attack
all along the front as they had the year
before—would resume the offensive in
early summer with their primary axis
of advance in the south. In general, in
Fuehrer Directive 41, Hitler established
the two objectives for the upcoming
summer campaign as being to “conclu-
sively destroy the Soviet armed forces
and to deprive the Soviets of the resourc-
es necessary to continue the war.”
He chose the codename “Operation
Blue” for the new offensive, thereby
reverting to the color-title system
under which the stunning 1940 victory
over France had been won (Operation
Yellow). More particularly, he also
directed that Army Group South would
advance through the Donets River
basin (thereby immediately denying the
Soviets an area rich in natural resources
and industry) to Stalingrad and then
turn south to the vital (for both sides)
oilfields of the Caucasus. He believed
the open terrain of the southern steppes
would allow the German Army’s tacti-
cally superior panzer and motorised
infantry formations to destroy the
Soviets opposing them in large encircle-
ment battles even more decisively than
had been done the previous year.
The consequence of Stalin’s defend-
and-attack strategy therefore meant any
pre-emptive or local offensive actions
in the south would be opposed by the
Germans’ most combat-effective forma-
tions, which were preparing for their
own much more massive operation.
In early March, then, even as the last
embers of the Soviet winter offensive
were extinguishing themselves in the
mud, Stalin went ahead and ordered
his front commanders to prepare
an “appreciation” of the operational
situation in their respective sectors
and to propose local offensive actions
for the spring and early summer.
Southwestern Direction
In the Kharkov region that task
fell to the Southwestern Direction
(theater of operations) Military Council,
consisting of Direction Commander
Marshal Semyon K. Timoshenko; Chief
of the Direction’s Operational Group,
Lt. Gen. Hovhannes K. Bagramian; and
Direction Military Commissar Nikita
S. Krushchev. On the 22nd they sent
their appreciation (Report No. 00137/
op) to Moscow. The report stated:
As a result of a series of
operations involving attacks on
important and vital enemy axes,
Southwestern Direction Fronts
have seized the initiative, inflicted
severe losses on the enemy, and
liberated significant territory from
the German-Fascist occupiers...
At the same time our forces
occupied a rather favourable
position for developing an attack
on Kharkov. Only insufficient
numbers and means prevented
us from fully exploiting our
achieved success to finally defeat
the main enemy group in the
south and secure Kharkov.
The optimism and confidence inher-
ent in the tone of that report reflected
the Southwestern Direction’s recent
run of success. In November 1941 its
forces defeated the Germans at Rostov
and, in January 1942, they established
the Barvenkovo bridgehead across the
Donets River to the south of Kharkov.
Their most recent success, albeit more
limited in nature than the earlier one,
came at the beginning of March when
38th Army established another bridge-
head across the Donets, this time to the
east of Kharkov. (Even so, a subsequent
attack by Southwest Front’s 6th Army in
the Balakleya area failed to eliminate
the German bridgehead on the eastern
side of that same river, and that failure
was to prove costly once the new Soviet
Kharkov offensive was underway.) In the
report’s evaluation of the enemy and his
probable intentions, its principal author
(Bagramian) expressed the view that:
As a consequence of completed
and ongoing offensive operations,
we have succeeded in disrupting
enemy forces’ normal operations,
forcing him to expend not only
all his operational reserves, but
also to fragment his divisions
in the first line of defense, right
down to separate battalions in
order to localize our success.
Semyon Timoshenko,
Southwest Direction Commander
The report also noted the build up of
enemy reserves, including a significant
number of tanks, in the areas opposite
South Front. In line with the already
officially accepted (and therefore doctri-
nal) truth the Germans were certain to
attack Moscow that summer, Bagramian
speculated about those panzers:
It is probable that, together with
frontal attacks against the Western
Front, the enemy will attempt
to envelope Moscow from the
south and southeast with large
moto-mechanized formations
attacking from the Bryansk and
Gomel regions to reach the Volga
River in the Gorki region and
isolate Moscow from the most vital
industrial and economic centers
in the Volga and Ural regions.
Destroyed german tanks after second battle in Kharkov, May 1942.
The report also outlined the probable
goals of the expected enemy secondary
offensive in the south as being:
an offensive by large enemy forces
between the Northern Donets River
and the Taganrog Gulf to secure
the lower Don and subsequently
the Caucasus oil fields. This attack
will probably be accompanied by
an offensive against Stalingrad
by a secondary force grouping
and by amphibious operations
from the Crimea against the
Caucasian coast of the Black Sea.
Bagramian’s assumptions concerning
the direction of the German offensive
in the south were startlingly close to the
path the German high command was
intending to take in Operation Blue.
Though he guessed correctly about
the direction, he was wrong about
the relative strength of the blow the
Germans were planning to land on
the Soviets in the south. In the part of
the report dealing with the immediate
strategic aims of Southwestern Direction
operations, Bagramian boldly declared:
According to all indicators,
spring should be characterized
by a renewal of extensive enemy
offensive actions. Irrespective
of this, during the period of
the spring-summer campaign,
Southwestern Direction
forces must strive to achieve the
principle strategic aim to defeat
the opposing enemy forces and
reach the middle Dnepr River
(Gomel, Kiev and Cherkassy) and
continued on page 12 »
10 S&T 271 | NOV–DEC 2011
 A captured and repaired Pz.38(t) tank on its way to a Soviet line unit.

S&T 271 | NOV–DEC 2011 11

» continued from page 9
farther to a front from Cherkassy
through Pervomaisk to Nikolaev.
That report to Stavka is important
because it reveals not only the inten-
tions of the Southwestern Direction
Military Council, but also their
optimism and confidence, which
was built on their recent success.
The report’s assertion Southwestern
Direction could not only halt the
Armor Organization
By the start of the Second Battle
of Kharkov the organization of the tank
(panzer) formations used by both sides had
changed markedly since the outbreak of
the German-Soviet War the year prior.
The Soviets
The Soviets at the beginning of the war
formed their tanks into divisions; however,
those units proved vastly inferior to their
German counterparts and were destroyed in
the frontier battles of June and July 1941.
For the remainder of that year the largest
tank formations the Soviets employed were
brigades. In March 1942, in recognition of the
need to return to fielding larger mechanized
units, they experimented with mechanized
corps each containing three brigades. In
mid-April Stavka ordered the creation of tank
corps consisting of three tank brigades and a
motorised rifle brigade along with supporting
12 S&T 271 | NOV–DEC 2011
upcoming German offensive in the
south, but at the same time throw
back those German forces beyond the
Dnepr, demonstrates that thinking.
Recently, post-Soviet Russian
historians have emphasized the politi-
cal aspect of the council’s decision to
propose such an ambitious offensive:
pleasing Stalin. He wanted to attack the
Germans as soon as possible, and the
members of the council were therefore
mortar and reconnaissance battalions.
A spring 1942 tank corps tank brigade
consisted of 46 tanks formed into two
battalions with 5xKV heavy tanks, 8xT-34
medium tanks and 10xT-60 light tanks in each,
along 8x82mm mortars, 6x14.7cm anti-tank
rifles and 4x37mm anti-aircraft guns, all
with an established strength of 1,471 men.
A tank corps motorised rifle brigade had
an established strength of 3,152 men with
12x76mm guns, 4x120mm mortars, 30x82mm
mortars, 12x37mm anti-aircraft guns, 12x45mm
anti-tank guns and 54x12.7cm anti-tanks rifles.
The motorised riflemen were supposed to
be transported in trucks, but due to the ongoing
shortage of those vehicles—Anglo-American
Lend Lease hadn’t yet kicked in—many of
them rode on the tops of the tanks to get to
the battlefield and then dismounted. That
lack of independent mobility for the riflemen
meant the tanks were more easily separated
from their support in combat, leaving them
vulnerable to enemy attack and counterattack.
going to give him such an attack. As
Commissar Khrushchev remarked:
“The Supreme High Commander,
Stalin himself, had assigned the front
that mission and [he’d declared] that it
was already a ‘guaranteed success.’”
Plan Approved
The Southwestern Direction
Military Council met with Stalin
The Germans
The Germans changed the composition
of their panzer formations a number of
times throughout the war, with the overall
trend being to reduce the number of panzers
in each, while increasing the quality of
those machines as well as the amount
of infantry and other support units.
By April 1942 German panzer divisions
consisted of a panzer regiment of three panzer
battalions, with an established total strength
of 190 medium and light panzers; and two
panzer grenadier regiments, each of three
infantry battalions and one engineer battalion.
Those battalions were partly equipped with
halftrack vehicles, while the rest of the divi-
sions’ infantry moved in trucks. Each panzer
division also had a reconnaissance battalion
equipped with armored cars and halftracks, a
motorcycle battalion and an artillery regiment
with two battalions of 105mm howitzers
and one battalion of 150mm howitzers.
The cross-country mobility provided by
their halftracks gave the German panzer
grenadiers an advantage over Soviet truck
or tank-riding riflemen. The Germans could
therefore more easily perform combined-arms
tactics. They also often employed custom-
mixed ad hoc combat groups (kampfgruppen)
of panzers, reconnaissance and grenadiers
that proved to have as much combat power
as full strength Soviet rifle divisions.
That combat power enhancement was
also multiplied by the presence of a radio in
almost every vehicle in a panzer division, as
compared to their only being carried in com-
mand vehicles in their Red Army counterpart
organizations. Even though the “information
age” wouldn’t be viewed to have begun until
after World War II ended, that greater speed
in information handling facilitated German
combat efficiency over their opponents in the
east right up to the end of the war. The panzer
divisions’ greater flexibility in force composi-
tion, their superior tactical mobility, their
speed in communication, their manpower’s
higher level of combined-arms training, and
their longer combat experience, all combined
to give them great advantages over Soviet
tank corps in the spring of 1942. ◆
and Shaposhnikov on 27 March in
Moscow to present their offensive
plan. In the discussions that followed,
Shaposhnikov again argued attacking
in the spring would dissipate Soviet
strength and undermine the defense
of Moscow. Bagramian disagreed,
stating it was better to strike before the
Germans had completed reorganiz-
ing for their summer offensive.
Stalin, while still wanting an
offensive in the Kharkov region,
recognized he couldn’t agree to transfer
the number of additional formations
required for the Southwestern Direction’s
proposal. It would cancel out his
proposed offensives elsewhere along
the front, while also possibly crucially
weakening the defense of Moscow itself.
He therefore ordered them to prepare
a more limited offensive proposal.
The question as to the number
of additional formations required by
Southwestern Direction in order for
it to achieve success in the proposed
offensive was crucial to the outcome
of the battle as it actually came to be
fought. Bagramian had initially pro-
posed it would require an additional 34
rifle divisions, 28 tank brigades and 24
artillery regiments, which Stalin rejected
in the meeting of 27 March. When they
met with Stalin again two days later,
their revised additional force require-
ment totalled 27 rifle divisions, nine
cavalry divisions, 26 tank brigades, three
motorised rifle brigades and 25 artillery
regiments, which was again rejected.
Before the Southwestern Direction
Military Council left Moscow, they
presented yet another revised request
for additional formations that amounted
to 10 rifle divisions, 26 tank brigades
and 10 artillery regiments. Stalin
approved that proposal and directed
them to undertake final planning for
an offensive in the Kharkov region
on that much-reduced basis.
Even if we assume Bagramian’s
initial estimate of the number of
additional formations required for
the operation was exaggerated; the
fact his second estimate was also
rejected, and only a third and much
lower estimate was accepted, leaves
a question mark over the rationale
for the whole operation. The pattern
demonstrated was one that degraded
Soviet planning throughout this phase
of the war: once Stalin had declared
some overarching consideration to be
in place, his subordinates then went
through whatever machinations of
pseudo-logic were necessary in order to
hew to that line. To do otherwise was to
Soviet riflemen advancing past a wrecked Panzer soon after the start of the offensive.
risk their careers and possibly their lives. the offensive in the Kharkov region.
The plan’s principle aim was: “to
Red Army Quality secure the Kharkov region, [then] to
conduct a force regrouping and by
Another factor to consider was the a subsequent attack in the direction
quality of the Red Army in the spring of Dnepropetrovsk and Sinelnikovo
of 1942. At the time the average Soviet Station, deprive the enemy of important
soldier was green, especially in compari- crossing sites over the Dnepr.”
son to his German counterpart. Most Again, just as in its earlier versions,
of the 1941 manpower of the Red Army the final plan for the Kharkov region
had been killed, wounded or captured offensive still ambitiously called for
by the Germans. In simple fact, the Southwestern Direction forces pushing
typical soldier in the Red Army at that the Germans across the Dnepr. The plan
time was only recently conscripted and detailed the following assignments:
had little or no combat experience. The
inexperience of the average junior and To achieve the established
non-commissioned officers was also a objectives the basic concept of
cause for concern. As Marshal Alexander Southwest Front operations is as
M. Vasilevsky would later put it: follows: encircle and destroy the
enemy Kharkov grouping by envel-
The Soviet Army of [early] 1942 oping attacks by 6th Army from
was not prepared to conduct major the south and 28th Army from the
offensive operations against the north; reach the designated posi-
well-trained German Army, simply tions and create favorable jump-
because it did not have the neces- off positions for regrouping for the
sary quantitative and qualitative next attack on Dnepropetrovsk
advantage over the Wehrmacht, and Sinelnikovo Station. The
and because its leadership both
at command and junior officer
level was still being rebuilt after
the stinging defeats in 1941.
Thus the relatively inexperienced
Southwestern Direction forces were
tasked to undertake an offensive
against a combat hardened opponent
without the necessary overwhelming
quantity in terms of the numbers
of formations needed to redress
that qualitative imbalance.
Further Debate
On 10 April the Southwestern
Direction Military Council submitted
its final operational plan to Stavka for
S&T 271 | NOV–DEC 2011 13
 basic concept of South Front
operations consists of creating
a deep echelon defense along
the most important axes and
conducting an active defense to
tie down opposing enemy forces.
The final plan met with opposi-
tion from several Stavka members;
in particular, Shaposhnikov voiced
concern about the vulnerability of the
forces attacking out of the Barvenkovo
bridgehead, which he described as
“an operational sack.” He warned
the bridgehead was vulnerable to
being severed at its base along the
Donets River via converging attacks
made by the German forces in the
Balakleya bridgehead to the north and
from the Slavyansk area in the south.
Timoshenko lobbied hard for the plan,
however, and personally guaranteed to
Stalin it would have full success. Stalin
supported his old friend against his
other advisors, and gave his permis-
sion for the offensive to go ahead.
The plan also met with criticism
from the commanders of Southwest
Front who were tasked with implement-
ing it. Gen. Moskalenko, commander of
38th Army, objected to the fact it called
A German Machinegun position near Kharkov.
14 S&T 271 | NOV–DEC 2011
for the northern pincer to be conducted
by 28th Army rather than his own force.
He noted the 28th had only recently been
activated, and as such its staff’s com-
mand and control ability was unknown
and its logistical organization untried;
whereas 38th Army was an experienced
formation and had an established
logistical network. The staff of Soviet 6th
Army were also concerned about the
protection of the outer flank of their
southern pincer, which would become
longer and more vulnerable to counter-
attack the farther their forces advanced.
The Southwestern Direction Military
Council therefore issued yet another
revised plan on 28 April (Operational
Directive No. 00275) incorporating a
number of alterations based on recom-
mendations received from the front
commanders. That directive still called
for the primary attack from the south-
ern bridgehead and a secondary attack
from the northern bridgehead; however,
in the south a separate flank force
from Soviet 6th Army was created called
Group Bobkin, consisting of a cavalry
corps with added tank support and two
rifle divisions, to protect the southern
flank of those forces advancing out of
the southern bridgehead. At the same
time, 38th Army was given a greater
role in the attack out of the northern
bridgehead along with 28th Army.
Bagramian later claimed the
Southwestern Direction Military Council
was particularly concerned about the
possibility of a German thrust from
Slavyansk. Even so, that concern didn’t
stop them from weakening South Front
by transferring seven artillery regiments,
three tank brigades and two rifle bri-
gades to Southwest Front. Bagramian’s
final solution to the problem of the
Barvenkovo bridgehead’s southern
flank was, then, simply to throw it back
on the South Front commanders. He
proposed that, as the Germans would
have to shift formations from other
sectors opposing South Front in order
to be able to attack the southern flank
of the Barvenkovo bridgehead, that
would free Soviet formations in those
same sectors to move to reinforce the
defenders of the attacked southern
flank. Bagramian was clearly trying to
pre-emptively shift the blame for any
failure onto his South Front colleagues,
as he was certainly aware the time
involved in such a redeployment
would make his solution impractical.

Operation Fredericus I & II
Bagramian’s concern for the
Barvenkovo bridgehead south flank
was, of course, justified. German Army
Group South had earlier identified that
salient as posing a threat to Kharkov, a
crucial logistical hub for the upcoming
Operation Blue offensive. On 25 March,
AGS headquarters had therefore issued
a directive for Operation Fredericus,
which was aimed at eliminating the
Barvenkovo bridgehead. That plan
called for a simultaneous attack from
the Balakleya area, on the north of
the bridgehead, down the eastern
bank of the Donets River, and from
the south of the bridgehead up the
western bank of the same river.
Hitler’s headquarters became
concerned an attack along the eastern
bank of the Donets would expose those
forces’ flank to a Soviet counterattack,
and ordered a revision of the opera-
tional plan. Operation Fredericus II,
the revised plan for the elimination of
the Barvenkovo bridgehead, therefore
changed the orientation of the northern
thrust to the west bank of the Donets
and called for a start date of 18 May.
Final Preparations
Southwestern Front experienced
numerous difficulties in regrouping its
forces for the offensive. That regrouping
involved the movement and integration
of three armies and their numerous
supporting units into their assault
positions. To add to those difficulties,
on 17 April Stavka ordered Southwest
Front to immediately create three
new tank corps from their existing
tank formations. The job of creating
command and control and logistical
structures for those units was critical,
since they were to spearhead the
exploitation phase of the operation.
As it was, only two of the new corps
(21st and 23rd) were operational by the
start of the offensive, and neither of
them had any time to properly fit their
component brigades into the new
command structure (which became
apparent in their subsequent poor
performance during the battle).
That, and various other problems
encountered by Southwest Front in
the final regrouping phase of the plan,
caused the postponement of the start
of the offensive until 12 May. Even so,
the final regrouping came in for criti-
cism from many of the commanders
involved. Moskalenko later wrote:
Soviet prisoners being marched into captivity.
“We did not create a single regrouping
plan and did not give clear orders
regarding the order and priority of
crossing bridges, conducting marches,
the organization of air defense on the
march and in concentration areas.”
The thaw that began in mid-April
didn’t help matters, as the dirt roads
of the region turned to mud and
many of the rivers flooded, all of
which hindered effective command
and control during the regrouping.
The result was many of the called for
preparations for the offensive weren’t
yet completed when it began.
Conclusions
Stalin’s decision to launch a series
of pre-emptive local offensives against
the Germans in the spring of 1942 was
clearly a mistake. The local offensive in
the Leningrad region, with the aim of
linking up with the isolated 2nd Shock
Army, was called off toward the end of
April without achieving its objective.
(Second Shock, still isolated, finally
surrendered in June.) The local offensive
of the Northwest Front to eliminate
German 2nd Corps, trapped in the
Demyansk pocket, had also failed by the
end of April. The West Front was tasked
with assisting the escape of Group Belov,
an ad hoc force of cavalry, airborne and
partisan units operating behind enemy
lines in the Vyazma region; however,
that local offensive also failed. (Group
Belov was fully eliminated in late May.)
The local offensive in the Kursk region
by Bryansk Front, which was primarily
intended to assist Southwest Front’s
Kharkov offensive, also produced no
good result. The Crimean Front’s local
offensive, launched from the Kerch pen-
insula, failed after only two days. Finally,
the Karelian Front’s local offensive to
push Finnish forces back across the
Svir River was called off after 10 days of
fighting without any significant gain.
S&T 271 | NOV–DEC 2011 15
As none of Stalin’s called for local
offensives achieved their objectives,
and also failed to cause the Germans
to delay Operation Blue, it can be said
his appreciation of the “correlation
of forces” along the entire front was
wrong, and the strategy stemming
from it proved a costly failure, none
more so than in the Kharkov region.
The Soviet operational planners’
mistakes for the Second Battle of
Kharkov were even more crucial in
bringing on its disastrous outcome.
First, the Southwestern Direction
planners—in line with Stalin’s
overall thinking—underestimated
the strength and composition of the
forces opposed to them. Second, their
continued assertion Southwest Front
could undertake a large offensive with
a generally inexperienced force, the
overall strength of which remained
far below their own initially proposed
operational requirements, was rooted
in politics rather than in sound strategy
or operations. Third, their decision to
allocate insufficient forces to South
Front to undertake the active defense
of the south flank of the Barvenkovo
bridgehead was decisively exploited by
the Germans. Finally, their lack of direc-
tion and control in the final regrouping
phase meant that preparation remained
unfinished at the time of the start
of the battle. Thus the Southwestern
Direction Military Council in general
and, in particular, Bagramian, must take
the responsibility for formulating and
promoting an operational plan they
knew was essentially flawed. ❖
Sources
Battistellil, Pier Paolo. Panzer Divisions: The Eastern Front
1941-43.
Beever, Antony. Stalingrad.
Erickson, John. The Road to Stalingrad.
_______. Barbarossa: The Axis and The Allies.
Glantz, David. Kharkov 1942: Anatomy of a Military Disaster
Through Soviet Eyes.
_______. The Soviet Conduct of Tactical Maneuver:
Spearhead of the Offensive.
Moskalenko, Marshal K. S. On The Southwestern Direction.
Vasilevsky, Marshal A.M. The Matter of My Whole Life.
 The Course of the Fighting

Ed’s Note: the following sidebar is

excerpted and adapted from a piece
that originally ran in issue 68.

Early Going

Initially the Soviets poured through the

German lines on 12 May. The Germans were
able to avoid a route in front of Kharkov
only by forming the same type of all-around
strongpoints (“hedgehogs”) that had broken
the back of the Soviet winter offensive.
Soviet 6th Army tore open the German
front in its sector. The Germans soon had
gaps in their line where there were simply no
units. By 15 May, Krasnograd and Taranovka
had fallen. The next day a Soviet reconnais-
sance element temporarily got within 25
miles of Army Group South headquarters
in Poltava, the scene of the historic defeat
of an earlier would-be conqueror or Russia,
Charles XII of Sweden, in the 17th century.
By rapidly moving 3rd and 23rd Panzer
Divisions into the breach, Gen. Paulus,
commander of German 6th Army, was able
to halt the drive of 28th Army some 12 miles
from Kharkov. Army Group South commander
Marshal Fedor von Bock was in a quandary
as to what to do: Paulus could barely keep his
army afloat, much less launch an immediate
counterattack. The only rescue force available
was 17th Army, the command element that was
to constitute the southern wing of Operation
Fredericus II, the Germans’ own planned and
upcoming attack into the Soviet salient. Even
so, it was apparent that army would have to
be quickly reinforced. Field Marshal Ewald von
Kleist was therefore hurriedly moved forward,
along with elements of his 1st Panzer Army, to
command the southern counterattack force.
The Soviets were playing into the
Germans’ hands in that regard, in that they
were being slow to commit their reserves.
Instead of pushing out those units far and
fast as they opened gaps in the German line,
as the Germans surely would’ve done had
the situation been reversed, they sent them
in piecemeal. One of the axioms for using
a reserve is it must not be committed too
soon or too late; the decisive moment occurs
when the weight of the reserve can alter (or
culminate) the course of a battle. Sent forward
in driblets, the Soviet reserve had little impact.
At the same time, by only probing to the
south, the Soviets failed to disrupt the hurried
German preparations for a counteroffensive.
As it was, by 16 May the Soviet command
was receiving reports of the growing strength
of the enemy force assembling to the south.
They realized too late they were advancing
into what amounted to a trap about to
be sprung. The Germans launched their
counteroffensive from the south on 17 May.

16 S&T 271 | NOV–DEC 2011

Counterattack

By the 21st the Germans had reached the

Donets. They also sent 16th Panzer Division
toward Izyum, the main communication center
for the whole Soviet bulge. That division crossed
the river and got inside the suburbs of that town.
The larger German attack was carried out
by 3rd Panzer Corps. That force continued to
drive north, and on 22 May it linked up with 44th
Infantry Division coming down from the north:
all the Soviets to the west were pocketed.
Meanwhile, the leadership of Southwestern
Direction were urging Stalin to call back the
whole attack, reporting to him about the German
force that was cutting into their operation’s
southern flank. Stalin refused to consider any
change in plan and, as a result, the Soviets
were unable to prevent the Germans from
firmly sealing off their rear. Once the cut off was
completed, however, the Southwestern Direction
command, on its own initiative, began to divert A captured Soviet T-34 tank put to use by the Germans.
forces to try to reopen a path into the newly
formed pocket. They deployed units from 37th
and 38th Armies in a line to keep the Germans
from expanding their ring wall to the east,
and their plan was to have those units attack
inward as those in the pocket attacked out.
The situation was fluid, as the Germans had
little time to prepare strong positions within
the lines of their encirclement. The Soviets then
threw everything they had into the rescue and
breakout effort. The mutilation of the German
dead discovered after the battle attested to the
ruthlessness of that attack. The focal point of
the Soviet effort fell on the 101st Jaeger (light
infantry) Division, which was then the only
formation standing between the Reds and a
clean getaway. At that crucial moment, however,
the Soviets had no final reserve left to commit
in order to secure a breakthrough. Everything
was already committed, and none of the units
nearby proved able to disengage and move
rapidly enough to get where they were needed.
The result was a bloodbath, but by the third
day of the Soviet effort the 101st still held, and
the Reds’ attack ran out of steam. The pressure
on German 6th Army was by then also falling
off, and that force was able to add its weight
to the counterattack, which was enough to
keep the remainder of the Soviet forces away
from the breakout attempt. The rest of the
battle was little more than a German mop up
operation as the Soviet pocket was destroyed.
When the fighting was over the Germans
had bagged 22 rifle and seven cavalry divisions.
The Soviets had lost 239,000 men, 1,250 tanks
and 2,026 artillery pieces. Soviet 6th, 9th and 57th
Armies were destroyed, and the commanders
of the first two were killed. As it turned out, it
was the last strategically significant pocket the
Germans would create during the war, though no
one would’ve predicted that at the time. ◆

— Stephen B. Patrick

S&T 271 | NOV–DEC 2011 17