On November 1, 1943, the German forces hanging on to the perimeter below the Dnepr Loop at Bukrin were treated to a heavy barrage followed by aircraft strafing and rocketing their front line. "Here they come, again," thought the soldiers. General Nehring, commanding the XXIV Panzer Korps was cautiously optimistic. True, some of his six divisions were a bit understrength, but the addition of the SS "Das Reich" Division, with its hefty rocket and artillery support, made him confident that this Soviet attack, like all the others since that day in late September when the skies had rained paratroopers across the route of his retreating panzers, would come to grief.

The terrain in the Bukrin bridgehead was so cut with ravines, and so difficult to traverse that his well sited guns should have no trouble turning back this attack, too. The Soviet troops facing him were worn down from their efforts in September and October, and it appeared that the Luftwaffe had been fairly successful in restricting the amount of artillery ammunition reaching the bridgehead. Of course, the last weeks' dirty weather had seriously limited any flying, but still the artillery fire failing on his forward positions didn't seem quite as severe as previously.

General Nehring was partly correct; the attacks launched the first three days of November out of the Bukrin bridgehead did fail to crack the lines of XXIV Panzer Korps. Not until the 3rd of November did the Germans realize that they had been suckered. The initial Soviet fixation with Bukrin, which had cost them so many soldiers and tankers, had been turned to the Soviets' advantage, as the real breakout attempt burst like a storm over the heads of General Hell's overmatched VII Korps north of Kiev.

His best division, the 75th Infantry Division, was holding Kiev, while the 68th and 88th Infantry and 10th Panzer Grenadier held the line north of Kiev, facing the Soviet 38th Army in the Lyutezh bridgehead. Between them these latter three divisions deployed 4500 infantrymen, 77 artillery pieces, 35 antitank guns, 6 Marder tank destroyers, and 6 Sturmgeschutz assault guns.

Behind the korps was its ace in the hole, the proud 7th Panzer Division. This division, once called the "Ghost Division," that Rommel had pushed into France with such elan, was now almost literally a ghost, fielding only 25 armored vehicles, 850 motorized infantrymen, 16 antitank guns, and 18 artillery pieces. Nonetheless, these were feisty ghosts, and the division commander, von Manteuffel, rated the unit as "qualified attack capable."

They believed that they were facing two or three Soviet rifle corps, supported by a tank corps. Imagine their surprise when a barrage from 2000 guns and 500 rocket launchers (including two Soviet artillery divisions and a guards rocket division) smashed into their front lines followed by an assault from four rifle corps and a tank corps.

For a day and a half the Germans grudgingly gave ground, suffering serious casualties in the process. At that point 1st Ukrainian Front's commander, Marshal Vatutin, ordered the 3rd Guards Tank Army of Colonel General Rybalko into action. Rybalko's orders were essentially "Pedal to the metal, boys!" With headlights on and sirens blaring, Rybalko's VI and VII Guards Tank corps hit the thinning lines of VII Korps and crashed through. Kiev was cut off and stormed, and Rybalko's T-34s set off in an energetic pursuit to the southwest.

What had happened? How is it the Germans found themselves in the midst of such a crisis?

After the battles of the Kursk Bulge, the German offensive strength had been spent, their finest divisions shattered and hurled back to their starting positions. The initiative for the rest of the war would rest with the Soviet Union and its allies. In surprisingly short time, the Soviets had assumed the offensive, and although stung again and again by German counterattacks and ambushes, they had pushed the Germans steadily back to the mighty Dnepr River.

Here the Germans had assumed that they would be able to rest and rebuild in a strong position, for the wide river had a generally high bank on the western shore and some parts of it had been fortified. However, the Soviets rushed the river and crossed it on the run. While the bridging equipment slowly came up, submachine gunners had floated across on logs and in rowboats, rafts had brought over machine guns and antitank guns, and underwater bridges had been built with whatever the engineers could find. Along its length, the Dnepr had seen the Soviets win bridgehead after bridgehead.

However, the most important crossing, at Bukrin, had not served its planned purpose. The Soviet staff, concentrating on the Bukrin bend, had not been able to break out here. Their troops had, in fact, crossed the river ahead of General Nehring's panzers, but insufficient preparation time combined with bad weather delayed and disrupted the supporting paratroop drop. The paratroops were thus scattered all over the surrounding countryside, and their main forces were never able to assemble as Nehring's troops rolled over their drop zones. The Soviet offensive from the bridgehead was then strangled by a massive German concentration on excellent defensive ground.

The Soviet commanders in this sector, Vatutin, Moskalenko, Rybalko, and Zhukov were unable to convince Stalin that it was no go from Bukrin, and fruitless attacks followed each other throughout most of October. Finally, toward the end of October, Stalin issued an order chastising the commanders on the spot for uselessly wasting troops trying to break out of Bukrin and directing them to shift their effort to the Lyutezh bridgehead north of Kiev.

Here, in late September, the 38th and 60th Armies had gained small bridgeheads which they had expanded. Unfortunately, the brilliant General Chernyakovsky had outreached himself, and, lured by the glory of Kiev, had attacked south, directly toward the city, rather than west to enlarge the bridgehead and to envelop the city. Given a narrow front, the Germans had managed to contain the bridgehead. At least, that is, until the November onslaught.

After Rybalko's tankers cut loose, the German front disintegrated and began to fall back rapidly, each korps losing contact with its neighbors, and often with its own divisions!

Chernyakovsky's 60th Army struck out towards Korosten to the northwest. This city controlled the north-south communications lines between German Army Groups Center and South. Three divisions of the German's LIX Korps, the 183rd, 217th, and the 339th, started the battle with 2300 infantry, 28 antitank guns and 49 artillery pieces between them and were rapidly amalgamated into "Korps Gruppe C". This unit, which acted as an understrength infantry division for the rest of the battle, and the 291 st Infantry gave ground towards Korosten, losing it on November 17, only to retake it ten days later.

General Moskalenko, now in command of 38th Army, drove his troops hard towards Zhitomir and Kazatin, which controlled important rail supply lines for Army Group South. In the process, it was necessary to stretch the army's left flank rather badly, but as yet no threat existed there, and on the 11th of November they punched into Zhitomir and threatened Kazatin and Berdichev. Taking advantage of the Kiev-Zhitomir highway, the 13th Artillery Division reinforced them there. The German VII Korps lost the services of the 88th Infantry and 20th Panzer Grenadier Divisions when both were withdrawn from the front (the 88th could boast of 500 infantry and 6 guns, barely a battalion, and the panzer grenadiers had been similarly hammered). The 7th and 8th Panzer Divisions had about 25 armored vehicles between them, and the line behind Zhitomir was being held together with security battalions, "Ost Reiter Abteilungen" ("White" Russian cavalry battalion), and "Alarm Einheiten" under the command of Korps Gruppe "M."

German Rescue

For the Germans, however, the :cavalry" was on its way to the rescue, in the form of the XXXXVIII Panzer Korps. The 1st Panzer (171 tanks, including 92 Panthers!), and "Adolf Hitler" SS Panzer Division (at least 137 tanks, including 21 Panthers and 17 Tigers) had both been rebuilt after their unfortunate experiences at Kursk, and were loaded for bear.

As General Rybalko's tankers cut south and southwest, overrunning airfields and supply dumps and slicing into Fastov, the 55th Guards Tank Brigade under a (Jewish) Lieutenant-Colonel named David Dragunsky led the way. Dragunsky had "escaped" from the hospital after being wounded at Kursk, and had been assigned a tank brigade with less than a third of its official complement of tanks. Acting as an advance detachment, they had overrun the airfield at Zhulianov and had been ordered to keep rolling southwest past Vasilkov and Fastov.

On November 7th, after bypassing Fastov, they took prisoners from a new Nazi unit, the 25th Panzer, just arriving from the French coast. Unable to assemble the whole XXXXVIII Panzer Korps, the Germans had committed the green 25th Panzer Division in an attack on Fastov to try to hold this as an assembly point for the panzer korps. The division had almost 100 Mk IV panzers, and a full complement of troops and equipment, but it was committed piecemeal; the 146th Panzer Grenadier Regiment in the lead. South of Fastov it suddenly ran into T-34s of VI Guards Tank Corps, and was quickly routed.

The divisional commander, General von Schell, either "...rallied the troops by his personal efforts..." (von Mellenthin, chief of staff of the XXXXVIII Panzer Korps in Panzer Battle), was "...put out of action the moment it (the division's vanguard) made contact with the enemy..." (von Manstein, commander of Army Group South in Lost Victories), or "...Rallied by the personal efforts of General von Schell indeed! He could not have rallied anyone. For the simple reason that he had saved his own skin by fleeing in a lorry in a southerly direction abandoning his subordinates to their fate." (David Dragunsky, commander 55th Guards Tank Brigade, in A Soldiers Memoirs). The last two are not necessarily mutually exclusive, but they do shed some light on von Mellenthin's Panzer Battlea, the most widely available account in English of the battles.

In any event, the 25th Panzer's attack was defeated, its 146th Panzer Grenadier Regiment trashed (Dragunsky claims 450 POWs and several hundred killed, which claim is not borne out by the German strength returns), its rear echelon destroyed (and this claim is strongly supported by the German reports) and after two weeks of fighting, the division's total panzer strength was reduced to three assault guns.

Dragunsky's brigade was ordered to occupy Pavoloch and to dig in there, while his corp's motorized rifle brigade took Popelnia to the north of him. Both units found themselves quickly surrounded by the oncoming XXXXVIII Panzer Korps. Colonel Lupov's motorized riflemen held Popelnia from November 8th until the 15th, when they were broken up into two groups, one evading the Germans and reaching Fastov, and the other joining Dragunsky at Pavoloch.

Partisans and paratroopers had also strengthened the garrison, who had already given elements of the SS "AH" division a good bloody nose, reportedly capturing 39 personnel carriers and armored cars, and a tank, and knocking out others. Finally on the 18th they received orders to break out back to Fastov. Most of the 1500 men and women of the brigade made it, but two bridges blown in their faces forced the abandonment of all of the remaining equipment. They were given "all the vehicles you need" and two days to refit, and then were recommitted in the Fastov sector.

Swirling Tank Battle

Meanwhile all hell had broken loose. Realizing the danger of the approaching enemy panzer mass, the 1 st Ukrainian Front had ordered 3rd Guards Tank and 38th Armies over to the defensive, brought the 40th Army over from Bukrin to fill in the area between the Dnepr and Fastov (giving it two corps from 38th Army and pulling about half of its depleted rifle divisions back into Front reserve to be rebuilt). Only 60th Army was to continue its drive on Korosten.

What ensued was a huge swirling tank battle that lasted from November 15th through the 26th. The 1st Panzer Division, with the weak 7th and 8th, and the 68th Infantry Division, cut north through Kornin, then turned west through Korostychev and bounced 38th Army smartly out of Zhitomir. Serious casualties in men and equipment were taken by the Soviets, although the dispersion of the German effort made the envelopment of the Army impossible. The other wing of the German drive, led by SS "AH" and supported by the weak 19th and battered 25th Panzer Divisions fended off attacks by Baranov's cavalry and Kravchenko's V Guards Tank Corps. Their attacks from Brusilov failed to break through, and the Germans wheeled the whole panzer korps to tackle them. The SS "AH" suffered what was described as their first repulse of the war by von Mellenthin (who had apparently forgotten Prochorovka and a few other little mishaps) in their frontal attack on Brusilov, while 1st and 19th, reinforced with Tigers, attempted to pocket it. The Soviets were forced back, and the Germans claimed 150 tanks and 3000 KIA inflicted, as well as "many" prisoners. By the 26th, operations were shut down, due to (among other reasons) a spell of warm and rainy weather that reduced the roads to mud.

The Germans claimed a total of 20000 Soviet dead, 5000 POWs, 600 tanks, 300 artillery pieces, and 1200 antitank guns knocked out during the month of November. (Note that the 1st Ukrainian Front began the battle with only 675 armored fighting vehicles.) While exaggerated, there is some truth in these numbers. However, the impression given in the German post war accounts leaves out a little part of the equation, namely their own losses. From their accounts it would appear that these accomplishments had been achieved cheaply, with the possible exception of some casualties in the initial Soviet drive and by the green and unfortunate 25th Panzer Division.

Panzer Strength Reports

Let's take a look at the German panzer strength reports from the period. Realize that the reports are affected by many factors such as transfers, newly arriving replacements, and vehicles temporarily out of service. Nonetheless the numbers are very instructive!

The 1st Panzer Division, which reported 171 AFV on November 16 (the first day of the counterattack: 79 Mk IV and 92 Mk V Panthers), by November 22 was down to 40 AFV, (a reduction of 131, leaving 26 Mk IV, and a mere 14 Panthers!). The SS "AH" went from 137 AFV to 47, (dropping to 3 Mk 111, 9 StG, 19 Mk IV, 11 Mk V, and 5 Mk VI). Subsequently these divisions fluctuated in strength, but their highest strength attained after mid-November was 80 and 64 tanks respectively.

Third Panzer went from 18 AFV on November 1 to 5 AFV on November 16, the 7th went from about 25 at the beginning of November down to 4 Mk IV on November 22nd; 8th Panzer actually gained during November, starting with 16 and reaching a high of 33 on December 15, but some of this was due to reinforcements consisting of Mk Its and Czech Pz 38 (t)s which were nothing to write home about. The 19th Panzer started the month with 8 Mk IVs, built up to 11 Mk IVs and 6 Tigers on the 22nd (losing at least 4 Mk Ills in the interim), but by the end of the month had 1 Mk III and 6 Mk IVs. The unfortunate 25th Panzer, with 75 (including 23 Tigers) on November 8, was down to 3 StG by November 22, and up to 30 StG by November 29. On December 15 they had 57 (8 11 Is, 9 StGs, and 40 Mk IVs) but by December 26th, they were down to 4 Mk IVs.

In other words, given the tendency of any post-war reminisces to overstate enemy casualties, and given the German losses apparent from the above, it maybe that rather than "a lesson in maneuver" as Earl Ziemke characterizes von Manstein's counterattack, the result of the battle up to the end of November could be characterized as an attrition battle, one that the Soviets could better afford than the Germans.

True, the Germans retook Zhitomir and Brusilov. The Soviets pulled the V and VII Guards Tank Corps out of the line to be rebuilt, and the 38th Army and I Guards Cavalry Corps were beaten up. But the honors were not too uneven. And the resilience of Soviet arms is borne out by the fact that the 1st Ukrainian Front (including 13th Army fighting for Ovruch to the north of Korosten, but with no tank corps attached at this point) at the beginning of December, after the addition of three tank corps and a mechanized corps, numbered 1100 tanks, most of them reconditioned and repaired according to John Erickson, (Road to Berlin). Since tank corps that are routed and smashed have little opportunity to evacuate their repairable tank carcasses, it is safe to assume that the battle was not the one sided affair that von Mellenthin and his echoes would have us believe.

Another indication of a less than totally successful operation was Hitler's order relieving Colonel General Hoth from his command of 4th Panzer Army, replacing him with General Rauss.

Air Battles

The air battles conducted over this front between General Krasovsky's 2nd Air Army and the 8th Fleigerkorps of General Seidemann, although interrupted by rain, fog, and snowstorms, were fierce. Planes struck at troops and equipment in the front lines and, moving behind it, at each other's airfields, headquarters, and supply dumps.

Each side started the battle with about 600 aircraft, 70% of the German planes being bomber or dive bomber, while the bulk of the Soviet machines were fighters. By early December, the Soviet strength had swollen to 750 aircraft, despite losses of perhaps 200. German strength figures were harder to come by, but by the third week in December they had lost around 300 aircraft, and the Soviets a similar total. Sovietairunits flew 20000 sorties in November and December, benefiting from the numerous hard surfaced airfields in the Kiev area.

By December 5 both battered opponents had drawn breath, committed replacements and reinforcements, buried their dead, brought up ammunition, and were ready to go at it again. The front line was discontinuous, with 60th Army facing IX Korps at Korosten. The Germans were still in possession, but the korps had lost 50% of its troops in November. On the 5th of December the tough 291st Division received enough replacements to build it up to 2500 infantry, the amount it started the battle with, but some of these had to be detached to reinforce Korps Gruppe "C" which had been wasting away. The riflemen of 60th Army were similarly depleted, and had not been able to hang on to Korosten, partly due to the fact that 60th Army had been forced to spread out to the south to attempt to link up with 38th Army.

The German front had a gap between the 291st Infantry Division south of Korosten and the 208th Infantry Division of XXXXVIII Panzer Korps north of Zhitomir. As to what forces the Soviets had along the Zhitomir-Korosten railroad, the Germans were completely in the dark.

From the panzer korp's right flank, the XIII Korps and most of XXXXII Korps faced 38th Army. XIII Korps consisted of two infantry divisions (340th and 68th) and a security division (213th), while XXXXII Korps fielded the 2nd Parachute (excellent infantry but only one artillery battalion), two panzer divisions (8th and 19th with 22 and 9 tanks respectively), and the SS "DR" division (with 9 more panzers and 25 rocket launchers). The Korps front described a rounded right angle, with the paratroopers and SS holding north of the Kiev-Zhitomir road facing north and the panzer divisions facing east against XXI Rifle Corps and XXV Tank Corps of 38th Army and 3rd Guards Tank Army with about 75 tanks backing up 38th Army, straddling the Kiev-Zhitomir highway.

The line then took another 90 degree turn around Fastov, with XXXXII Korps' 25th Panzer Division (41 tanks, and its supply echelon rebuilt to 45% of its authorized strength) facing the very tough L Rifle Corps of 40th Army holding Fastov. Continuing the line towards the Dnepr, the VII Korps with two weak infantry divisions (88th and 82nd) holding its flanks and two fairly strong ones (198th and 75th) holding the center facing north from south of Fastov to west of Tripolye, opposed the five rifle divisions of LI Rifle Corps of 40th Army.

Finally, XXIV Panzer Korps held the Dnepr past Kanev against eight rifle divisions of 27th Army; both sides were content with occasional shellings and sniping, and a gradual transfer of assets away from this front.

Behind the Soviet front line, impressive striking power was being built up, not only additional antitank brigades and regiments and ever more independent tank units, but three whole new armies - the 1 st Tank of General Katukov with a tank corps and a mechanized corps, the 1 st Guards under General Grechko from the recently cleared Taman front, and General Leselidze's 18th. A flood of replacements, rebuilt tanks, new guns, rocket launchers and planes also flowed to the front, along with ammunition, supplies, and the rest. The railroad had been rebuilt as far as Gostomel.

In addition to safeguarding the bridgehead at Kiev, the Soviet intention was clearly to retake Zhitomir and resume their offensive towards the Soviet border. But before they could attack, the Germans struck first.

In a classic example of slick maneuver, XXXXVIII Panzer Korps, somewhat rebuilt from its bloodbath in mid-November, wheeled wide to the northwest of Zhitomir, and curled in against the open Soviet flank along the Zhitomir-Korosten railroad. Von Manstein had prohibited air or ground reconnaissance to avoid drawing Soviet attention to his plans, but sent security troops to suppress the partisans and German engineers (escorted by armored cars) to repair bridges in the direction of the intended movement. Why these actions didn't tip off the Soviets is not clear. True, the long line 60th Army was holding made extensive patrolling difficult. And possibly they were just lax since the main German efforts had been towards Kiev along the main highway during the fighting at the end of November.

In any event, over 200 panzers of SS "AH", 1st, and 7th Panzer Divisions fell on the troops of General Lazko's XXX Rifle Corps and rapidly overran it. The SS division made a promising breakthrough on the night of December 7, but was held up more than 24 hours by running out of gas and finding itself stranded. (it is quite possible that after the panzers passed through, the front was reestablished by the Soviet riflemen and the supply trucks found it impossible to get through.) They then drove north and northeast, forcing the HQ of 60th Army to displace to avoid being overrun. Although hefty reinforcements were sent to 60th Army, it was forced north of the Irscha River. The Germans claimed the destruction of a Soviet army and the crippling of another so that it "...suffered such heavy casualties that it was at least temporarily rendered ineffective... more than 200 tanks were destroyed ... German losses were light." (German Defense Tactics Aaainst Russian Break-through , US Department of the Army). Would you believe at least 111 German tanks lost? General Balck's Panzer Korps lost 88 panzers in two days (December 5-7) alone!

However, the German pressure was strong enough to force the Soviets to move 3rd Guards Tank Army north to backstop Chernyakovsky's battered divisions. His artillery suffered heavy losses, amounting to 50% of his guns. The new armies remained behind the front, unidentified by the Germans and preparing to return the favor two-fold.

The Meleni Pocket

One more German operation was in the offing first though, a very peculiar operation that is described in von Mellenthin's book under the heading "The Meleni Pocket." In this battle, the XXXXVIII Panzer Korps once again wheeled to the northeast and then on December 16 attempted to surround a Soviet pocket between Korosten and Malin. Von Mellenthin claims that on the 21 st a map was found on the body of a Soviet major that revealed that the pocket contained four rifle corps and three tank corps, which explained why the three panzer divisions were unable to either surround or destroy this group. Yet there is something fairly fishy about this.

The four rifle corps are not hard to identify. They are the XXIII, XXX, XVII Guards and XVIII Guards. These are the same units that von Mellenthin claims were annihilated just previously. And yet just a week after they were annihilated, they are launching attacks that "...took (the German's) breath away." The three tank corps are unknown - on December 24th the nearest Soviet tank corps, the IV Guards and the XXV, as well as V Guards Tank somewhat further to the east, were well east of any pocket. Stranger still, German maps for the whole period indicated Malin securely in Soviet hands. This squares well with Soviet accounts, including Dragunsky's, that describes the defense of Malin and Yalzovka (Yaltsovka) against German attacks (his full strength brigade had been detached from its corps and dispatched to assist Chernyakovsky). Von Mellenthin describes the right (eastern) pincer being launched from a 7th Panzer bridgehead north of the Irscha at Malin. The German maps, however, have the 7th Panzer spread out attempting to maintain contact with XIII Korps north of Gorbulev and nowhere near where von Mellenthin would have them.

Most damning of all for von Mellenthin's assertions is the fact that when the Soviet offensive broke on the morning of December 24, it was led by many of the formations supposedly knocked out of action, including the IV Guards Tank Corps which, along with the "annihilated" 60th Army drove from southwest (sic) of Malin to Shepetovka bypassing Zhitomir to the northwest. The front line from Radomyshl through Brusilov to Kornin (all German occupied), erupted as 1st Guards Army, supported by 3rd Guards Tank Army; 18th Army; and 38th Army, supported by 1st Tank Army, struck out for Berclichev, Kazatin, and Lipovets far to the south. Meanwhile the 40th Army, supported by 5th Guards Tank Corps, drove south past Belaya Tserkoye (Belaya Zerkov) and the 27th Army levered the Germans away from the Bukrin bend, the front pivoting on Kanev.

The newly arrived German 18th Artillery Division served only to foul up all the traffic in the Zhitomir area, while 8th and 19th Panzer Divisions were forced to break out of encirclement southwest of Brusilov. The luckless 25th Panzer found itself directly in the path of 1st Tank Army, a fresh formation, and suffered accordingly. By January 14th, the German were able to finally stop the offensive, and with reinforcements were able to drive back the 38th and 40th Armies a bit while SS "AH" and 1st Panzer were able to stop 1st Tank Army.

There was now no question of any containment of the Soviets in their Dnepr bridgeheads; the question was when they would reach the USSR's 1941 boundaries.

Patterns

A number of familiar patterns emerged in the battles around Kiev during November and December. Once again, the leading edge of the Soviet offensive was led by Marshal Vatutin, with Marshal Zhukov supervising him. Once again, after an initial surprise and breakthrough, the Soviet offensive had expanded until its lines thinned out. Once again opportunities beckoned to the west and the south, and the forces had been inadequate to exploit them.

Once again Manstein had lashed back with a group of powerful panzer formations and had driven in Vatutin's spearheads. But each time the pattern was repeated there was a change; the German ripostes were becoming less and less effective, their losses greater, and the Soviet recovery and renewal of the offensive quicker. The evidence leans to the conclusion that not only was Soviet production able to provide more weapons and ammunition, but Soviet leaders were becoming more and more effective in wielding their stronger forces.

One question is why the German counterattacks struck at the westernmost part of the Soviet bulge at Zhitomir and Korosten, rather than renewing the drive on Fastov to Kiev to cut off most of 1st Ukrainian Front. The most important reason was the threat to German communications posed by the 60th and 38th Armies and the pressing requirement to free these lines. In addition, the position of the 3rd Guards Tank Army around Fastov and the fact that this sector was the easiest to reinforce made it an uninviting avenue of attack. This battle of monumental proportions, little examined in post-war literature (except in the distorted words of von Mellenthin), decided the resolution of the battles for the Dnepr River, set up the Korsun Pocket for annihilation, and opened the way to Poland, Rumania and points west.