German War Machine - The German Army of World War II

Free information


Operation Barbarossa: Army Group South, part 1

German infantry march into the Ukraine in June 1941

German infantry march into the Ukraine in June 1941. On the first day of the campaign Army Group South's 56th and 62nd Infantry Divisions, both of XVII Corps, crossed the Bug and ran into immediate and heavy resistance, but overcame it and managed to advance 14km (8.75 miles) into Soviet territory.

A Soviet aircraft burns on the steppe

A Soviet aircraft burns on the steppe. Despite its massive initial victories, the Luftwaffe lost many aircraft during Barbarossa. From the beginning of the campaign until 27 September, the total number of German aircraft damaged or destroyed was 2631 - almost equal to the number committed on 22 June 1941.

Personnel of the German 68th Infantry Division, which was part of XXXXIX Corps, Seventeenth Army

Personnel of the German 68th Infantry Division, which was part of XXXXIX Corps, Seventeenth Army, check their map during the drive along Rollbahn 2 (one of the few modern main highways in Russia). Note the destruction - German artillery and dive-bombers were effective as ever - and the destination the Germans would never reach.

The German Army achieved some of its greatest victories of World War II in the Ukraine, killing or capturing 765,000 men during the annihilation battles of Uman and Kiev. But in doing so Hitler delayed the assault on Moscow.

Order of battle

Army Group South's campaign was south of the Pripet Marshes. Its order of battle at the start of Barbarossa, from north to south, was as follows: the Sixth Army, First Panzer Group, Seventeenth Army, Third Romanian Army, and Eleventh Army of Colonel-General Ritter von Schobert. The Hungarian Army Corps and Fourth Romanian Army were committed later. The Hungarians and Romanians were largely equipped with old or captured French equipment and were given secondary tasks.


The army group's tasks were as follows: the Sixth Army was to create a hole through which the First Panzer Group would pour towards the River Dnieper below Kiev, then south along the river bank. The Seventeenth Army was to make for Vinnitsa and then continue southeast to link up with the First Panzer Group. When this happened all Soviet forces west of the Dnieper would be annihilated. In the south, the Eleventh Army, the Romanians and the Hungarians would initially protect the Ploesti oil fields, before advancing and capturing the southwest Ukraine. In this way all the Ukraine west of the Dnieper would fall to the Germans.

Gerd von Rundstedt's army group would then be in a position to take Kiev, third largest city in the Soviet Union, the centre of Slav Christianity and the capital of the Ukraine. It was also the key to the huge Kharkov industrial region, a major source of Soviet heavy industry, coal and oil.

The Soviet response

When the attack began Soviet formations were shattered or brushed aside. The Germans had made no plans to operate in the Pripet Marshes, which they considered, quite reasonably, unsuitable terrain for a modern army. There was, therefore, a broad gap between Army Groups Centre and South, and when the First Panzer Group swept the Soviet Fifth Army aside, elements of the latter took refuge in the marshy areas, threatening the northern flank and rear of the German Sixth Army. This action alarmed the Sixth Army's commander, General Walther von Reichenau. His fears were not ungrounded. On 10 July, for example, Stalin ordered the Fifth Army south, from Korosten towards Novograd Volynski. At the same time, the Soviet Sixth Army attacked northwest from Kazatin. The objective was to surround the First Panzer Group west of Kiev.

It was a good plan - on paper. But the Germans simply formed defensive fronts to north and south, then counterattacked. Between Zhitomir and Berdichev six understrength Red Army tank corps fought the First Panzer Group for several days, allowing the Soviet Sixth, Twelfth and Twenty-Sixth Armies to withdraw from threatened encirclement. But the losses in tanks were enormous, and the First Panzer Group was still rolling east.

Enter the T-34

Some Soviet units had been newly equipped with the T-34 tank, which outclassed anything the Germans had and made something of an impression on Wehrmacht antitank gunners. But the Red Army did not have enough to reverse the tide of defeat, and crews were not fully trained. Though the Germans found their 37mm antitank guns were useless against the

T-34, they improvised by using the heavier 88mm gun. Although designed as an antiaircraft gun, it had been discovered to be very effective against tanks and had already been used in that role in the deserts of North Africa.

With the Soviet counterattack broken, the Soviet Fifth Army retreated once more to the marshes around the Korosten fortified region, and continued to molest Reichenau's left flank, which was to have important consequences later.

Kiev in danger

The failure of the Soviet counteroffensive had now placed Kiev in danger: on 11 July the 13th and 14th Panzer Divisions had reached the River Irpen, less than 16km (10 miles) from the city. There they halted, for the panzer group's commander, General von Kleist, would not sanction their use for street fighting. Moreover, the Soviets were fortifying the city: in addition to a militia of 29,000 men, defence lines were being built to supplement those constructed in the early 1930s. For his part, von Rundstedt believed that towns should be outflanked, not fought over. To draw Soviet forces into the open, where they could be destroyed, he informed the First Panzer Group that "A coup de main against Kiev can only come into question when the local commander believes himself to have a favourable opportunity to exploit".

"Black Sea Tobruk"

To compound the problems the Soviets were having, the Romanians began their advance on 10 July, together with the German Eleventh Army. Their opponents, the Soviet Ninth and Twelfth Armies, already in danger of being outflanked to the north, were ordered to fall back to Uman. The commander of the Southern Front, General Tyulenev, complied but found that his task was made more difficult by the fact that the Zhmerinka-Odessa railway line had already been disrupted and that heavy rains had turned the roads to mud.

The port of Odessa, now under threat, was placed under the command of Lieutenant-General Golden Party Badge G.P. Sofronov under the grand title "Coastal Group of Forces". Odessa would be turned into a "Black Sea Tobruk", capable of holding out under siege even if completely isolated from the main front. The choice of title would be appropriate, though not in the way the Soviets hoped.

On 17-18 July, Stavka ordered Budenny to hold a line from Belaya Tserkov to the mouth of the Dniester in front of Odessa, hoping thus to block the threat of encirclement of the inner wings of their Southwestern and Southern Fronts, and hopefully restore a continuous frontline. Tyulenev's force at Uman was to be used as a strategic reserve, to block any dangerous gaps which might develop.

Stavka reacts

At this time Stavka believed that Moscow was the main target for the German invaders. It therefore decided to concentrate its main forces opposite Army Group Centre, on the grounds that this would not only provide frontal protection for Moscow itself, but would also limit German opportunities for major offensives in the north or south in two ways. First, it would limit the forces available to them by forcing Army Group Centre to maintain strong forces. Second, any German attempt at deep penetration in the north or south would find large Soviet forces threatening their flanks. A strong defence should therefore be combined with counterattacks aimed at the exposed flanks of German forces and at the many junctions between them.

Stavka had grasped the nature of the problem and the potential for exploiting gaps between the panzer spearheads and the slower-moving German infantry divisions. Stavka's task was to sever the one from the other. The question was whether, after their mauling on the frontiers, the Red Army's soldiers could carry out the mission set them.

The Luftwaffe rules the sky

The attack by the Soviet Fifth and Sixth Armies on 10 July had been an attempt at severing the First Panzer Group from the Sixth Army (see above). The Soviet Fifth Army, operating out of the gap between Army Groups Centre and South against the north flank of von Kleist's panzers, attacked from the north, while the Soviet Sixth Army was meant to strike from the south. The operation had caused the Germans some scares, and its failure had not removed the threat presented by the Fifth Army, which had merely retreated back to its start line. It proves that Red Army units and commanders were more than willing to launch counterattacks against the invaders, but the prerequisites for success were missing on many occasions. In the south, as elsewhere, the Luftwaffe ruled the skies. This meant Red Army formations had to move to their assembly areas under constant threat of air attack. A general lack of antiaircraft weapons meant vehicle columns did not have the means to combat Luftwaffe aircraft when they did attack. Laying aside the aerial threat, Soviet mechanized units lacked spares, fuel and ammunition, and many tank crews possessed only the most basic training. There was a chronic lack of radio communication, which made coordination in battle all but impossible. Finally, and perhaps this condemned Soviet mechanized units to defeat more than any other single factor, personal initiative was stifled at every command level. Orders were obeyed blindly even when there was no hope of success, for to do otherwise would inevitably result in interrogation by the NKVD for disobeying orders, with the possibility of loss of rank and even execution.

Target Ukraine

As Army Group South continued to advance farther east, Hitler was already beginning to show a preference for conquering the Ukraine before Moscow and Leningrad (on 8 July he stated that he intended to destroy Moscow and Leningrad by air power alone - the failure of the Luftwaffe to do this to London a year before, with more bombers and fighters, seems to have been conveniently forgotten by the Führer). Guderian's Second Panzer Group, on the southern wing of Army Group Centre, was left alone to continue eastwards. But Guderian was labouring under false illusions - the Moscow direction would still be covered, but part of Army Group Centre would soon be ordered to turn south - the Führer was becoming obsessed by the Ukraine.

Von Brauchitsch's horror

On the same day, Halder presented to him an assessment of Soviet losses to date: 89 of the 164 known enemy divisions had been destroyed; of the remainder, 18 were on secondary fronts, 11 unknown, and only 46 known to be still combat-worthy. Von Brauchitsch then advocated turning von Kleist's First Panzer Group south into the rear of the Soviet Sixth and Twelfth Armies. But Hitler wanted nothing less than the capture of Kiev and the annihilation of all enemy forces west of the Dnieper.

Von Brauchitsch was horrified, and stated that in any case it would be impossible due to supply difficulties. For once Hitler yielded the point, leaving von Rundstedt to carry on his campaign. He unleashed von Kleist against Kazatin, which was captured on 15 July. This severed the Southwestern Front's main railway link, forcing Budenny to pull his units back into the Dnieper bend.

OKW Directive No 33

The Soviet Fifth Army, though battered, was still at Korosten, and its presence continued to cast a shadow over the capture of Kiev. It would have to be destroyed, which was raised with Hitler on 17 July. The result was OKW Directive No 33 of 19 July. This ordered that after completing operations at Smolensk, the Second Panzer Group and the infantry of the Second Army should turn southeast to destroy the Soviet Twenty-First Army (at that time opposite the right wing of Army Group Centre) and then, in cooperation with Army Group South, should destroy the Soviet Fifth Army. At the same time, a concentric attack by Army Group South was to drive across the rear of the Soviet Sixth and Twelfth Armies and destroy them as well. The remaining armoured forces of Army Group Centre - the Third Panzer Group - were to move north eastwards to assist Army Group North. This meant that the advance on Moscow would be left to the infantry armies of Army Group Centre.

Turning point of the campaign

On 23 July yet another conference took place between Hitler, von Brauchitsch and Halder, at which the latter reported that the Red Army forces now in the field numbered 93 divisions, 13 of which were armoured. This highlights the dismal failure of German intelligence concerning the number of Soviet divisions. Despite massive losses, the number of Soviet units seemed to be increasing!

At this point it would be useful to say something about the Soviet replacement system. In the face of massive losses, Stavka issued a circular on 15 July 1941 that eliminated the corps level of command, and instead created smaller field armies of 5-6 rifle divisions, 2-3 tank brigades, 1-2 light cavalry divisions and attached artillery regiments. In addition, the rifle divisions were simplified by giving up their antitank, antiaircraft, tank and artillery units. In this way the strength of a rifle division fell from 18,000 to 11,000 (though in fact the strength of many divisions was far less, prompting their redesignation as separate brigades).

The same circular abolished the mechanized corps, which existed only on paper as most of their tanks had been lost (such were tank losses in the second half of 1941 that the largest new armoured units formed were tank brigades). In addition, and to partly offset the dearth of tank units, there was a massive expansion of cavalry units: the creation of 30 new light cavalry divisions of 3447 horseman apiece.

Russian reserves

As Barbarossa progressed, the German High Command was continually baffled by the seemingly never-ending supply of enemy divisions. In part this was due to wrong intelligence assessment, but it was also due to the Red Army's ability to create new forces from scratch and rebuild shattered units quickly. This stemmed from the idea of cadre and mobilization forces: units that had few active soldiers during peacetime, but would be filled with reservists and volunteers in wartime. The strength of this system in the latter half of 1941 became apparent, as the historian David Glantz states: "prewar Soviet theory estimated that the army would have to be completely replaced every four to eight months during heavy combat. To satisfy this need, the 1938 Universal Military Service Law extended the reserve service obligation to age 50 and created a network of schools to train those reservists. By the time of the German invasion, the Soviet Union had a pool of 14 million men with at least basic military training. The existence of this pool of trained reservists gave the Red Army a depth and resiliency that was largely invisible to German and other observers."

Nevertheless, stunning though this achievement was, the Germans still held the initiative in July 1941 and still had the opportunity of bringing the war in the East to a successful conclusion. This seemed all the more likely when the Germans won another battle of encirclement at Uman.

The Uman Pocket

The Führer ordered the closing of the Uman Pocket on 24 July. Von Kleist had wanted to encircle Kiev from the south with one corps, and send two other corps into the rear of both the Soviet Southwestern and Southern Fronts, but he was overruled. On 30 July, the First Panzer Group smashed into the columns of Red Army troops withdrawing from the pocket, wheeled towards the southwest, and on 3 August linked up with the forward elements of General Karl-Heinrich von Stülpnagel's Seventeenth Army near Pervomaisk, trapping the Soviet Sixth and Twelfth Armies and part of the Eighteenth, a total of 15 infantry and five armoured divisions. As ever, Soviet efforts to break out of encirclement were relentless, and for a while the thin screen of panzer and motorized divisions on the eastern side of the pocket were under great strain before the infantry divisions arrived.


By 5 August Soviet forces in the pocket had been herded into an area 20km (12.5 miles) wide and 20km (12.5 miles) deep southwest of Uman. Hemmed in on every side, the Russians began to surrender in droves. On 7 August OKH released a special bulletin: "On the southern flank, the army group, under the command of Field Marshal von Rundstedt, has overcome particularly difficult terrain and weather obstacles and a numerically superior enemy ... Current totals for this combat sector exceed 150,000 prisoners, 1970 tanks and 2190 guns. The participation of the air fleet of General Loehr had a prominent effect on the successful development of this operation. They had shot down or destroyed on the ground 980 aircraft of the Soviet Air Force."

Though some of the Soviet formations succeeded in fighting their way out, resistance in the pocket ended on 8 August. About 100,000 prisoners were taken (note the difference between actual numbers and German claims), together with the commanders of the two trapped armies - Generals Muzychenko and Ponedelin - 317 tanks and 1100 guns.

The Romanian Third and Fourth Armies

At the southern end of Army Group South's operations, where the main weight was to be carried by the Romanian Third and Fourth Armies, advances had been slower than in the north, and the progress that had been made was as much the result of deliberate Soviet withdrawals as of actual gains. Yet, the withdrawal of Soviet forces into the Uman Pocket had left the far south vulnerable, and by the beginning of August the port of Odessa was accessible to the Red Army only by sea. The Romanian Third Army settled down to invest it on 5 August, thus allowing the German Eleventh Army to continue the advance east. The Uman disaster, plus the beginning of the 73-day siege of Odessa, made Stavka realize that the Soviets' Southwestern Front was on the verge of collapse.

Stavka also realized that it was useless allocating reserves piecemeal, especially in futile attacks against panzer and motorized infantry divisions. Therefore the new divisions - 10 to the Southwestern Front, 12 to the Southern Front, and two into the Front Reserve - were deployed to prepare a defensive line along the east bank of the Dnieper, and to help remove industrial equipment. (The achievements of the Soviets in shipping their industry east was truly amazing: in all, 1523 factories, including 1360 related to armaments, were transferred to the River Volga, Siberia and Central Asia between July and November 1941.)

Scorched earth

Stalin announced that a scorched earth policy would be fully implemented in the Ukraine. He stated: "In case of forced retreat ... all rolling stock must be evacuated, the enemy must not be left a single engine, a single railway car, not a single pound of grain or gallon of fuel. The collective farmers must drive off all their cattle and turn over their grain to the safe keeping of the states authorities for transportation to the rear. All valuable property, including non-ferrous metals, grain and fuel that cannot be withdrawn must be destroyed without fail. In areas occupied by the enemy, guerrilla units ... must set fire to forests, stores and transports."

Gutting the land

The results of this instruction were the shipping of six million cattle from the Ukraine, 550 large factories, thousands of small factories and 300,000 tractors. Among the things sabotage by the Soviets as they retreated were the Dniprohes Dam on the Dnieper, the largest hydro-electric dam in Europe, dozens of mines and major industrial factories, and, in a particularly vindictive act, the Dormition Cathedral in Kiev, which had been built in 1073.

West of the Dnieper, delaying actions would be fought to gain time for removing or destroying the factories. The Red Army was already painfully aware of the contribution being made by Western European industry to the German war effort, and its leaders were determined that Germany should derive no such benefit from captured Soviet industry. What could be moved would be set up again in the Urals or Siberia. Even if it rusted away in railway sidings or open fields (and much of it did), it would not be used to kill its owners. Much sabotaged equipment left behind was later repaired by the Germans, but at least the time it was out of action helped the Red Army.