Battle of Ternopol
Red Army forces surround and destroy the German forces at Ternopol
25 March - 15 April 1944
author Paul Boșcu, December 2016
During the Battle of Ternopol the Red Army managed to surround the German garrison in the city, which today is named Ternopil and is located in Western Ukraine. During the battle the Germans tried to breakthrough the Russian lines, but only a handful managed to do so.
The battle of Ternopol, or battle of Kamianets-Podilskyi pocket was a battle in which the Red Army tried to surround and destroy the German 1st Panzer Army. This Army was part of the Army Group South. It was under the command of Hans Valentin Hube. The Soviets managed to trap in a pocket about 200.000 enemy soldiers. Under the command of Hube, and supervision of Erich von Manstein, the Germans were able to fight their way out of the pocket. In the city of Ternopol however only a handful of German soldiers managed to make it back to the German lines outside the pocket.

Ternopol was a largely flat area, with scattered low hills and small woods, and villages. The Seret River and its tributaries ran through the region. Located on the east bank of the river, forty kilometers from the former Polish-Russian border, was the city of Ternopol. At the point where the Seret flowed out of a marsh bordered lake a dam and bridge led across the river to the two small, rural suburbs of Zagrobela and Kukowce.

With its extensive metropolitan area surrounded by outlying settlements and its 35,000 inhabitants, Ternopol was certainly a significant city . It functioned as the provincial capital and a major trading center with industrial facilities, but above all as a transportation center with rail lines running north, south, east and west. With its network of streets, stone houses, municipal administration, churches, large railroad station, main post office, business, trading and market activity, it offered a typical picture of a medium-size Eastern European city.

In spite of its importance as a transportation center, Ternopol had never played a military role. It was a garrison city, but without any actual fortifications. Before World War One it had belonged to the Austro-Hungarian monarchy. After the Great War it became part of the newly-created Polish state. At the outbreak of World War 2 it was occupied by the Soviets and was captured by the Germans during Operation Barbarossa. Now the Russians were coming again.

During the spring the Soviets continued their offensive against the entire German Southern Front (Army Groups South and A) despite the onset of the muddy period. The Soviets attacked in several directions and pushed the German front back to Galicia, the edge of the Carpathians and the Dnestr River. The dramatic struggle for Ternopol was part of this ongoing heavy fighting. The Soviets attacked the region from 2 directions and started to surround the Germans in Ternopol. Hitler ordered the city be held at all costs. If the city fell the Germans would have had their supply lines cut.

The Germans still held the major industrial area around Krivoi Rog in the Dnepr bend area and the manganese mines at Nikopol together with a substantial protecting bridgehead south of the great river. A series of massive offensives by the Third and Fourth Ukrainian Fronts drove the Germans out of both areas with heavy casualties and neither the talents of the Army Group commander nor the ruthless fanaticism of General Ferdinand Schörner, one of Hitler's favorites, could contain the well equipped and carefully led Red Army units.

Terrible weather on the Eastern Front, wavering between freezing and thawing, heavy snow and rain, turned the Ukraine into a glutinous sea of mud. Nevertheless, the Soviets were able to maintain their uninterrupted assault on Army Group South because of two key advantages, the first in tank design and the second in support vehicles. The conventional explanation for the cross-country maneuverability of Soviet armor, particularly that of the exceptional T-34, has been the wider treads of the tanks.

The Soviet advantage in tank mobility resulted largely from the fact that the center of gravity of the T-34 resided in the center rather than the front of the vehicle. German tanks, particularly the heavy Tigers and Panthers, with centers of gravity well forward, tended to go nose down in mud, whereas the T-34s rode smoothly cross-country or over muddy roads. Added to the Soviets’ advantage in tank maneuverability was an influx of American four-wheel drive vehicles which helped move supplies to spearhead units. German mobility during the spring mud season (rasputitsa), by contrast, depended to a great extent on peasant wagons.

The STAVKA aimed to drive the Germans out of the Ukraine by spring and position the Red Army for a drive into the Balkans. The Germans continued to hope that the bad weather would halt operations. Having cleaned up the Cherkassy pocket, the Soviets redeployed, again aiming to break loose on Fourth Panzer Army’s left. Three Soviet tank armies moved to the northwestern flank of Army Group South. Manstein had attempted to strengthen Army Group South’s front in the north, but his forces remained largely rooted halfway between the Dnepr and the Bug in an indefensible sea of mud.

As they advanced, the Soviets did on this sector of the front what they had done at the Dnepr and would do over and over again thereafter: bounce the next river barrier, in this case the Ingulets, on the run, establishing bridgeheads before the Germans could establish a firm line on the river banks. Soon they reached the Dniester.

The Soviet First Ukrainian Front under Marshal Georgy Zhukov resumed its offensive. It advanced west of Shepetovka. after two days of heavy fighting it had smashed deep into the front held by the German Fourth Panzer Army. Near Jampol these penetrations were soon expanded into a forty-kilometer-wide breakthrough. If the Russians reached Ternopol or Proskurov, the last major rail line east of the Carpathians from Lvov to Odessa would be cut. If this happened the Germans would be forced to supply both army groups via the long route through Romania.

While the main Russian offensive continued to grind its way southward, a secondary operation saw Soviet troops advance west and southwest. They pushed the right wing of the Fourth Panzer Army back to the Seret. With great difficulty the 48th Panzer Corps, reinforced by three infantry divisions which had been rushed to the scene, was able to establish a new front. During the fighting the Soviets drove past Ternopol on two sides, and the city was threatened with encirclement. Zbaraz, not 20 kilometers away, was occupied. The same day Hitler unconditionally ordered Ternopol held, even at the threat of encirclement.

The Sixtieth and First Guards Armies achieved breakthroughs that soon isolated the German LIX Corps at Staro Constantinov. Meanwhile, Ivan Konev’s Second Ukrainian Front had struck in the east. No less than three Soviet armies hit Eighth Army north of Uman. Within two days that city was in Soviet hands. As Konev’s drive gathered steam, its objective was clearly to link up with Zhukov’s forces—a move which would encircle the entire left wing of Army Group South. After Uman the next major objective for the Russians was Ternopol.

German units, with most of their equipment mired in the mud, struggled south toward the Bug. Hitler’s continued refusal to withdraw meant that there was no hope of holding the line on that river, and it was even doubtful whether the Germans could hold on the Dnestr.

As Manstein struggled to restore the collapse on Army Group South’s right flank, Zhukov brought up additional reinforcements. He unleashed three tank armies, backed up by First Guards Army on the German defensive line between Ternopol and Proskurov. The attackers drove 200 tanks through German defenses on the first day and never looked back. Once again a Soviet attack had blasted First and Fourth Panzer Armies apart. Soviet pressure had pushed German forces behind Ternopol. Since Hitler had refused to make a decision to withdraw, a substantial body of troops remained in the “fortress” of Ternopol.

Zhukov’s spearheads had reached Chortkov 96 km to the south on their way to meeting up with Konev’s forces south of the Dnestr. The latter’s forces had just crossed the Dnestr at Yampol. For the moment it appeared the Soviets had put all of First Panzer Army in the bag. The loss of its single-track railroad had entirely isolated the panzer army between the two great Soviet drives.

Manstein persuaded Hitler to order First Panzer Army to break out. At the same time he received II SS Panzer Corps along with two army infantry divisions. In effect, the decision touched a significant portion of the reserves the OKW and Hitler were planning to use for the defense of the west in the spring. For its breakout, First Panzer Army attacked toward Fourth Panzer Army, directly across the lines of communications of Zhukov’s Fourth and First Tank Armies. The survivors, in considerably better shape than those who had escaped the Cherkassy pocket in February, were back behind German lines. But the Ternopol garrison had been left behind.

The Germans had to reverse their front and attack to the rear, while at the same time keeping a sufficient rearguard to prevent the Soviets from exploiting the retreat. A heavy blizzard masked the movement. When the snow cleared, Zhukov rushed forces to prevent the Germans from crossing the Seret River. He failed. Supported by Ju-52s flying in ammunition and fuel, the Germans forded the river. Two days later, II SS Panzer Corps, arriving from Germany, opened up a major attack and broke through to First Panzer Army.

Army Group South suffered a series of reversals, although these were not the fault of Manstein. His northern flank was battered by Zhukov, who over the next three days advanced 100 miles to the Warsaw–Odessa railway line. Nikolayev on the Bug fell, and two days later, Hitler dismissed Manstein. Manstein’s command of Army Group South – renamed Army Group North Ukraine – was given to Walter Model, who was also promoted to field marshal, at fifty-three the youngest after Erwin Rommel. Paul Ludwig von Kleist was also dismissed from the command of the Army Group South Ukraine. He was replaced by Ferdinand Schörner.

Von Kleist, who had been forced back into Romania by Konev and General Rodion Malinovsky’s 2nd Ukrainian Front, was dismissed as commander of Army Group South Ukraine, and replaced by the brutal and unpopular Ferdinand Schörner on the same day that Manstein was sacked. Kleist diagnosed Hitler’s mentality at that stage as “more of a problem for a psychiatrist than for a general”. Speaking at Nuremberg, he gave the standard line that “I’m just a plain soldier and not given to analysing temperaments. He was the chief of state and I accepted that as enough.”

Model, had recently restored the situation in Army Group North after a major Soviet success in that theater. At the time Model received his assignment, he was writing a memorandum suggesting why Army Group North could only afford to give up two divisions to Army Group South. After dispensing with that draft, he wrote a new one which indicated that Army Group North could, in fact, afford to lose six divisions to support Army Group South. Hitler was persuaded, but the OKH’s chief of staff, Kurt Zeitzler, intervened to reduce the number of divisions transferred to one.

“You can almost look at the Soviet-German war during the period between 1942 and 1944 as a duel between Manstein and Zhukov,” the distinguished historian of these campaigns John Erickson has stated. “It takes in Stalingrad, then Kursk and it all comes to a head in January and March 1944 when Manstein and Zhukov again duel in the Eastern Ukraine… These are the two striking, outstanding strategic thinkers, strategic planners, and strategic commanders of the first rank.” But whereas Stalin had the sense to retain Zhukov, Hitler dismissed Manstein, who was never to see active command again.

“I was in constant feud with Hitler about leadership ever since I took command of the army group until the end”, Manstein later told his Nuremberg interviewer, blaming Himmler’s and Göring’s influence on Hitler, before also saying of Hitler in virtually the next sentence: “He was an extraordinary personality. He had a tremendously high intelligence and an exceptional willpower.”

Manstein and Kleist flew to Hitler’s headquarters to receive the Knight’s Cross to the Iron Cross and then to be summarily dismissed. Hitler told Manstein that the time for great operational maneuvers had ended. Germany now needed commanders more capable of defending to the last man. After Manstein became convinced the Führer would not recall him to save the Reich, he took the substantial honorarium he received from Hitler as well as the family savings and bought an estate in East Prussia.

Ferdinand Schörner’s military capabilities are best suggested by the remark he had made when he was a corps commander in northern Lapland: “The Arctic does not exist.”

Von Kleist claimed to have suggested that Hitler give up the supreme command back in December 1943, and was sacked after “a very severe argument”, and that “When Hitler shouted [at] me, I shouted twice as loud.” True or not, he did diagnose an interesting trait of Hitler’s that others mentioned too, and which must have been dispiriting to those who worked closely with him, namely that “If you talked for two hours and you thought that finally you had convinced him of something, he began where you started just as if you had never said a word.”

Things moved quickly. The enemy was already on the east bank of the Seret, and Ternopol was partly encircled from the east. At first light the following day the Soviets broke into the city. Ternopol was surrounded for the first time. The available German garrison, which was quickly reinforced, began to offer determined resistance and soon heavy fighting had broken out in the city. The Russians were thrown out of the city again. Ternopol had been cleared of Russian forces, but from then on lay under continuous artillery bombardment. The scene of action was located in what had formerly been the Podolian District of Southern Poland.

Soviet tanks drove through the streets firing wildly and confident Russian infantry felt sure they would have an easy time of it. There was heavy fighting, which saw anti-tank units and assault guns sent in to support the German garrison.

For many rear-echelon units and part of the civilian population the arrival of the enemy was the signal for the start of a disorderly flight to the west. The headlong flight of the medical officer responsible for Ternopol was to have especially grave consequences later on. He and most of his personnel "withdrew," taking with them most of the medical stores.

Hitler had another of his "inspired" ideas, a new means by which he thought he could bring to a halt the steady Soviet advance on all fronts. The concept was defined in Führer Directive No. 11 in which he established "fortified places." The idea was first implemented at Ternopol. Despite its negative consequences Hitler made further use of it in the future. Larger towns and cities which had a certain significance, or which achieved such in the course of combat operations, were to consciously allow themselves to be surrounded with their garrisons. Acting as "breakwaters," they were to halt or delay the enemy's advance.

The order prudently avoided the use of the term "fortress," even though the objectives of a "fortified place" as laid down by Hitler were very similar. The idea was not new, and it had proved its effectiveness in the previous century, most recently in World War One (at Verdun in the West and Przemysl in the East, for example).

During the four and a half years of the Second World War, however, even the most modern fortresses had fallen quickly. Eben Emael and the Maginot Line, the Metaxas Line in Greece, and Sevastopol for example. "Fortified places" were therefore nothing more than great traps - Ternopol and all the others which were to follow. Quite apart from the fact that fortifications had not been built and the necessary strong garrisons were absent, the Soviets had men and materiel enough to surround and reduce the "fortified places" and still continue their offensives at full strength. Ternopol was be an especially sad example of this.

Hitler issued a "Führerbefehl" declaring Ternopol a "fortified place." There could be no talk of construction of fortifications, or even of fortified sectors, however. An inner and outer ring of fortifications with forts and individual works, with broad fields of obstacles and anti-tank ditches, with concrete, bulletproof bunkers supported by deep trenches and field positions, and a central fortress with a citadel and bomb-proof casemates, quarters and hospital: all of this was missing, as were magazines filled with ammunition, stores and rations, heavy fortress artillery, an airfield, and so on. As well, Ternopol lacked a cohesive, powerful and well-armed garrison.

Ternopol's defenses consisted of a thin ring of field positions within a two to three kilometer radius of the city center. The troops manning this system of trenches and strong points lacked sufficient ammunition, especially for the light artillery and heavy weapons, first-aid supplies, artillery and anti-aircraft guns. There was not even a landing strip for aircraft.

In the town there was a makeshift garrison, comprising units of varying strength and effectiveness. There were barely-trained 18 year old soldiers alongside older militiamen, Waffen-SS men alongside career soldiers, troops of the 8th Panzer Division alongside Fusiliers from the Demba Training Grounds, as well as German and Galician volunteers. The garrison was also short on firepower. Other than light and heavy machine-guns, mortars and light artillery, there were only a few assault guns, tanks and self-propelled guns available, as well as fifteen anti-tank guns.

For anti-aircraft defence the Germans had only three light 20mm and four heavy 88mm guns. The artillery had only three light 105mm and eight heavy 150mm pieces, most of which lacked ammunition. This was all that the "fortified place" Ternopol had.

This strategy was attempting to make a virtue out of a necessity in some places. But its main effect was simply to prevent troops from giving up untenable areas and staying within the main body of the army when a front collapsed. While it might have worked as a desperate measure in medieval times, in modern warfare it allowed precisely the mass encirclement that had led the Soviets to such a series of disasters during Barbarossa three years earlier. A Soviet disinformation campaign could not have put out instructions more helpful to their cause than this.

The strategy was a classic example of Hitler absolute certainty in his military prowess, despite ample evidence to the contrary. Instead of retreating and remaining as part of the overall front line, he ordained that troops should defend themselves in cities and towns and be supplied by the Luftwaffe until they were relieved: “Fortified localities are intended to discharge the same functions as fortresses in the past. German army commanders therefore must allow themselves to become encircled, and in this way tie down the largest possible number of enemy forces. In this way they will also play a part in creating the prerequisite for successful counter-operations… The Commandants of the fortified localities should be selected from the very toughest soldiers, if possible of general’s rank.”

The honor of commanding such positions was soon known within the army’s senior ranks as “Himmelfahrtskommandos” or “trip-to-heaven commands.” Hitler’s belief was that such strong points would slow down the onrush of Soviet forces. In fact, they represented one more excuse to delay making decisions in crucial operational situations.

Self-centredness and utter certainty in his own will and destiny might have been necessary to Hitler in becoming Führer. But it served his country – and thus ultimately himself – badly when it came to fighting a world war, which his enemies proved was done better according to a collegiate format than a dictatorial one.

The 48th Panzer Corps, strengthened by the arrival of two fresh infantry divisions, attacked southeast of Ternopol and succeeded in driving back the Soviet forces, closing the gap to the neighboring First Panzer Army and freeing Ternopol. Then, however, Marshal Zhukov resumed his offensive in the contested area between Ternopol and Proskurov with fresh, powerful forces. The soviets surrounded the city once again. This time however it was encircled beyond the German lines.

The 1st Panzer Army managed to escape destruction by becoming a "wandering pocket," which eventually succeeded in restoring contact with German forces. A further Soviet thrust to the west drove the 48th Panzer Corps back once again, this time as far as the Wosuzka River.

The German troops began to dig defensive positions. The heavy weapons were brought into position, observation posts were set up and the few guns moved into positions from which they could fire in all directions, while the small force of assault guns was held in reserve for counterattacks. The garrison headquarters set to work organizing the distribution of rations and ammunition, laying down lines of communication and setting up assembly points for the wounded, as well as forming alert companies and limited reserves. The only contact with the "outside" was by radio.

The "fortified place" Ternopol was cut off once again and this time - about twenty kilometers from the new German front - was encircled for good. If the Ternopol garrison, which had fought well, believed that the city would be abandoned as the German front fell back in the face of the overpowering Soviet advance, it had deceived itself.

The Soviets resumed their attacks on Ternopol on a larger scale. These tank-supported attacks from the north, east and south were beaten off, however. Afterwards the Soviets launched repeated attacks in the west on the far side of the Seret against Kutkowce and Zagrobela. The suburb of Kutkowce was lost, but Zagrobela, which changed hands several times during the day, was firmly in the hands of the defenders when night fell. At the same time the defenders were forced to deal with renewed assaults from the north and south on the east side of the river.

The city's new commandant, General Egon von Neindorff, realized that the city could not be held for long for the reasons outlined earlier. Von Neindorf pointed out several times that Ternopol had not been fortified for defence, had a weak garrison and was short on supplies. Nevertheless, Hitler’s orders stood: the "fortified place" was to be defended and was to hold out to the last man. The defenders therefore prepared to defend the city, which was divided into North, South, East and West Sectors, that on the west bank of the Seret encompassing the two suburbs of Kutkowce and Zagrobela.

For the first time a Russian parlementaire appeared, proposing the surrender of the city and its defenders. The offer was rejected. By the evening of that day four Soviet rifle divisions, reinforced by tanks, artillery and batteries of rocket launchers, had completely surrounded the "fortified place" Ternopol.

In an effort to replenish the city's inadequate stockpile of ammunition and medical supplies as quickly as possible, a supply convoy carrying 40 tons of ammunition was assembled in Lemberg, about 120 kilometers away. It was sent from the northwest through enemy-held territory toward Ternopol. The convoy was to be accompanied by an armored battle group from the 8th Panzer Division The battle group's task was to smash the enemy forces west of Ternopol and ensure safe passage for the convoy. Under heavy attack from the Russians, the German convoy failed to reach Ternopol.

The 8th Panzer Division had recently created some "breathing room" for the hardpressed XIII Army Corps in the Brody area. Such an operation would have been understandable and militarily justifiable. However, in spite of the urgency of the situation, the convoy with its fifteen trucks and five ambulances had not arrived when the appointed time came for the attack to begin. In spite of this the Fourth Panzer Army ordered the 8th Panzer Division to break through to Ternopol.

General Werner Friebe set out to break through to Ternopol with his tanks and panzergrenadiers, who scarcely had time to rest since arriving from Brody. His force consisted of the 2nd and 10th Panzer Regiments, with the Panther battalion leading the way, followed by 1st Battalion, 8th Panzergrenadier Regiment and 1st Battalion, 74th Panzergrenadier Regiment in their half-tracked armored personnel carriers. Initially the advance met no resistance, and Friebe's forces soon crossed the narrow Dolzanca River. Artillery fire then became noticeable on the northern flank, and it was discovered that the road had been heavily mined.

The armored unit was neither to remain and reinforce the "fortified place" nor evacuate the garrison. Rather it was to return to its own lines that same night. This was totally incomprehensible, because such an advance could provide the surrounded defenders a brief respite at best. According to Hitler’s Directive the "fortified place" was to continue to hold out.

The vehicles were forced to continue the advance in the muddy, difficult terrain on both sides of the road. An increasing number of tanks and armored personnel carriers became stuck and broke down trying to free themselves from the mud. The battle group had to cross three diagonal lines of hills on which the Soviets had dug in, with their positions protected by anti-tank guns. When the leading tanks were disabled by mines or knocked out by Soviet fire, the panzergrenadiers were forced to dismount and attack on foot. Within a short time they broke through three such enemy positions, destroying about twenty-five Soviet anti-tank guns.

Soviet resistance became even greater as Friebe's battle group approached Ternopol. Artillery and anti-tank guns fired on the armored force from the north as it advanced closer to the city. The threat became so great that several units had to be sent north of the road to provide flanking protection. By late afternoon the advance had reached the edge of the forest four kilometers west of Zagrobela. There the battle group ran into the last, but strongest, outer defensive position of the Soviet ring around Ternopol.

Red Army troops with anti-tank rifles lurked in the woods, and tanks and anti-tank guns fired from concealed positions. Mortar rounds poured down and artillery thundered and crashed from three directions. Then Soviet aircraft appeared, wave after wave of them. There was no hope of breaking through. Oberst Friebe therefore decided to regroup and withdraw for a further advance to the southeast. Many tanks and armored personnel carriers were already stranded in the mud and ammunition and fuel were running low.

The battle group could expect to encounter further well-built defensive positions in its new direction of attack. In view of the fact that increased enemy activity had been detected north and even southwest of the road, and no air support could be expected, it was clear that the final breakthrough to Ternopol would be possible only at the cost of further heavy losses and considerable time. As the supply convoy had not followed and the garrison of Ternopol was not to be relieved, an hour later General Friebe decided to break off the operation and pull back to the German lines. The remaining serviceable tanks laid down smoke to cover the withdrawal.

The garrison of the "fortified place" had listened to the approaching noise of battle with growing anticipation. However, the sound of fighting gradually faded. All hope for quick relief disappeared. No panzers had come to take them to freedom, and no ammunition, which the defenders so desperately needed, had arrived. Delivery by air was now promised.

The advance by the 8th Panzer division, which was made at such cost in men and materiel, had been for nothing. Soon after its return, the battle group was sent back to XIII Army Corps in the Brody area as a mobile "fire-brigade." With the futile sortie by Kampfgruppe Friebe the fate awaiting the "fortified place" and its garrison began to loom on the horizon.

After the failed relief attempt the Soviets started to attack the city wave after wave from all directions. Hard urban fighting took place in which both sides suffered heavy casualties. The soviets attacked in the west and south and managed to penetrate the southern defenses of the city. Efforts to seal off the penetration failed, and the main line of resistance had to be pulled back to the edge of the city.

At the time of the second encirclement of Ternopol the city's garrison consisted of about 4,600 men: one General as commandant, one Colonel as deputy commandant, 101 other officers and officials and 4,499 others - infantry, the crews of the infantry and anti-tank guns, artillerymen, the crews of the assault guns and self-propelled guns, the commandant's soldiers, and members of the supply, medical and first-aid units. From now on they would be forced to fight a hopeless battle to the bitter end.

A Soviet regiment attacked the "fortified place" from the east while Kampfgruppe Friebe was still advancing toward the city. The Soviet unit achieved a deep penetration into the German lines, which was not cleared up until a counterattack was launched with much heavy fighting. The defenders had to fight off an attack against the northern sector by seventeen tanks with escorting infantry. At the same time the suburb of Zagrobela was attacked by overwhelming forces which crushed the German positions west of the Seret. The latter attack in particular was carried out with great ferocity.

It was determined that a steady flow of Russian units was moving into every sector of the front around Ternopol, especially west of the city. It was there that the Soviets were expecting a new German advance or a breakthrough to rescue the garrison. This was something they definitely wished to prevent.

The Soviets kept up the pressure on the defenders. The defensive sectors and the entire city lay under constant mortar and artillery fire. The defending German troops could see with their naked eyes how the Soviet units approached, dug in and prepared for their next attack, and how their batteries and rocket launchers drove onto the surrounding hills and took up firing positions openly and virtually unmolested. There was little hope of engaging them, as artillery ammunition was running low. Every round had to be saved for an actual attack.

Minor enemy advances, which were obviously reconnaissance missions, and frequent increases in the intensity of the constant harassing fire by the Soviet artillery suggested that a major attack was not far off. This began following a two-hour barrage by guns of every caliber. A rifle division, supported by tanks and aircraft, stormed the southeast sector of the defensive ring. After bitter fighting the attackers broke into the German positions. The defensive strength of the young soldiers of 2nd Battalion, 949th Grenadier Regiment seemed to disappear. A counterattack failed in the face of strong resistance.

The Soviets achieved a major penetration along Access Road IV. The soldiers of the 949th Grenadier Regiment failed. No matter how determined, the eighteen-year-old soldiers, who had been thrown into the front after cursory training and had ended up in a major battle in Ternopol, were not equal to such a test physically or mentally. It also appeared that the older militiamen were suffering badly from the effects of prolonged periods under fire. Afterward, as expected, they all fought with greater toughness and endurance.

As at Cherkassy, the Soviets employed psychological means in an effort to wear down the morale of the defenders. They encouraged the Germans to desert or surrender promising good treatment as POW’s.

Groups of German prisoners were sent back with flyers exhorting the defenders to desert. Surrender ultimatums were also delivered to the commandant. But everyone knew - and this was no German propaganda fairy tale - what could be expected from surrender and Soviet captivity. So the young and old soldiers rallied to stand together with the veterans until they were relieved from this "fortified place" and set free.

During pauses in the fighting Soviet loudspeakers broadcast German melodies. Along with the music came requests for the garrison to surrender as the situation was hopeless. Then the enemy fire began again, heavier than ever.

While the inhabitants of Ternopol who had not already fled to the west or to outlying villages sought cover in their cellars, the increasingly bitter battle continued. The Soviets closed in from all sides, indicating that another major attack was at hand. The expected assault began following a several-hour artillery bombardment. The Soviets attacked the city from all sides forcing the Germans to new defensive positions. The dwindling garrison thus found itself penned into the actual city area on the east bank of the Seret, an area of approximately one by one-and-a-half kilometers. The Luftwaffe tried to supply the Germans defenders by air.

Supported by close-support aircraft, numerically superior Soviet forces launched another attack in the east between the two rail lines. They broke through the German positions and advanced to the rail station, which was occupied. Because of the heavy losses suffered and the lack of reserves, recapture of the former main line of resistance was no longer possible. Under intense enemy pressure, the northern and southern sectors also had to be withdrawn to the city's edge, where new positions were occupied.

Confused fighting was raging in the west, where the Soviets had managed to penetrate the positions around Zagrobela. The territory available to the defenders was shrinking steadily. Since the hills were already in enemy hands, the Soviet tanks, anti-tank guns and artillery could fire into the city as they liked, because the German artillery lacked the ammunition to respond.

Ammunition - this was one of the greatest worries of the German commander and his staff, alongside the shocking increase in casualties and destroyed war materiel. Without ammunition the defence of the city would collapse. First-aid supplies were also in desperately short supply. Once again the Luftwaffe was called upon. As there was no landing strip in Ternopol, the only possibility was to drop the supplies to the defenders. This was made all the more difficult by the powerful Soviet air defenses, which forced the transport aircraft to fly their missions at night, and the ever smaller area, which allowed no room for error.

An radio message from the commandant reported that of the 90 supply containers dropped the previous night, only 5 had arrived. Some of the containers, which were dropped by parachute, fell in enemy territory. Others were blown into the lake or the swamps or were scattered over the entire city area where they were not found among the remains of the houses. The requested first-aid materials also failed to arrive, and none of the severely-wounded could be evacuated due to the lack of an airfield.

The utter hopelessness of the situation became clear to Generalvon Neindorff, who had questioned the suitability of Ternopol as a "fortified place" from the beginning. He radioed: "Despite bitter resistance unable to hold on any longer. Request Führer's permission for a breakout attempt." Hitler's answer was not long in coming. That same day he decided that the "fortified place" was to continue to be held until it was possible to restore contact. But Ternopol had never been a "fortified place," and had now become a pocket. The Germans, using their last reserves, managed to stop the Soviets advance towards the city’s center.

Walter Model replaced Erich von Manstein as Commander-in-Chief of Army Group South, which was renamed "Army Group North Ukraine." This move was of no help to the doomed defenders of Ternopol. The city was surrounded by four enemy divisions and under constant attack. The fighting went on with undiminished ferocity.

Zagrobela was the scene of especially heavy fighting. Because of its position it was especially important to the defenders as the only exit for a breakout to the west. The Soviets were well aware of this. Holding Zagrobela was the veteran Demba Fusilier Battalion. It was able to clear the enemy penetration of April 1 by launching a counterattack the next day, and smashed two further Soviet attacks supported by tanks. Following the loss of Kutkowce during the first days of the battle, the main line of resistance had to be withdrawn to the limits of the village, so that for all practical purposes Zagrobela was the entire western sector.

The Soviets continued to attack with tanks and superior numbers of infantry. After they had pushed the front back to the city limits in the north, east and south, the Soviets attempted to split the German defensive zone within the city itself. They drove back the east and southeast wings, and the defenders were forced to pull back to a new line to prevent the entire defensive front from being overwhelmed. A Soviet thrust toward the city center was repulsed, but only by committing the last of the reserves. Ten Soviet tanks were destroyed by the defending German troops.

The commandant signalled: "Continued resistance in confined area in the face of enemy pressure is only a question of time." The question of time was left open by General von Neindorff. However, the situation was growing more critical by the day, and the corps, army and army group were all well aware of this fact. The situation in Ternopol was bad enough already, but it was to become even more frightful from now on. The Soviet attempts to break into the new defensive front failed, and their advances were repulsed almost everywhere, but once again at great cost to the defenders.

A lack of ammunition prevented the German artillery from effectively engaging the Soviet tanks and artillery. The defenders of Ternopol did receive some relief from the air. Acting as "flying artillery," Stuka dive-bombers made effective attacks on enemy troop concentrations and assembly areas. Successful as they were, these attacks had little effect on the mass of Soviet forces.

The soviets again attacked the city from all sides, forcing the defenders to once more shorten their front. In the west the Soviets initially held back their forces on the far side of the Seret near Zagrobela, intending to first capture the city on the east bank of the river. Continuous heavy fire resulted in the destruction of a large part of the city, preventing all movement, destroying communications centers and making command more difficult. The Soviets wanted to put an end to the Ternopol chapter.

The Soviets blanketed the city with fire from heavy batteries and aircraft showered the defenders with bombs. Nevertheless, the infantry assault which followed the bombardment was stopped. Afterward the Soviet infantry pulled back again, allowing their artillery to resume its bombardment of the city. The tightly-stretched German defensive ring held out against several subsequent attacks. This day was the most difficult so far in the fourteen-day siege. German casualties were very high. Nonetheless, Ternopol and its garrison were heading toward inevitable defeat.

A murderous struggle had begun, in which every officer and man was in the front lines. Soldiers young and old fought with the courage of desperation. Elements of the 949th Grenadier Regiment, which had failed several days earlier, were now fighting well, and received the full recognition of the commandant.

Groups of Russians which succeeded in infiltrating the German lines were flushed out and driven back with hand grenades and small arms. Some barricaded themselves inside houses, which were blown up. But the Russians kept coming, smoking out the German nests of resistance with incendiary shells and flame throwers.

Over the city itself hung a black, brown and gray cloud deck. Fiery flashes shot from the fountains of smoke and dust which marked the points of impact of incoming artillery rounds. The air was filled with thundering, crashing and roaring sounds. Flames leapt high into the air, houses collapsed and walls crashed to the ground. Projectiles howled and whistled in from all sides from Soviet heavy mortars, from 76.2mm "Ratschbum" all-purpose guns, 122mm and 172mm heavy guns and from Katyusha rocket launchers. Street and house fighting raged in every corner and end of the city.

The infantry barricaded themselves in the stout stone buildings, firing from windows, cellars and holes in the roofs. German anti-tank guns dug into the rubble fired until they had no more ammunition. The few assault guns and self-propelled guns still left rumbled through the rubble-filled, deserted streets, responding to enemy breakthroughs with immediate counterattacks.

Conditions were especially bad for the wounded, who either dragged themselves to the makeshift cellar aid stations or were carried there. There was no field hospital. The few medical officers attached to individual units did their best, but there was little they could do to cope with the tremendous amount of suffering. Since there had been no deliveries of medical supplies, everything was in short supply - bandages, medicines, ether, tetanus serum, and so on. A radio message reported 850 severely wounded, remarking that the situation was becoming catastrophic.

roops of the Red Army, clad in their earth-brown uniforms, charged with shouts of "Urra!", firing their submachine-guns, rapid-firing rifles, anti-tank rifles and light machine-guns and throwing hand grenades. They worked their way forward over piles of rubble and through tangled beams, many of them falling under the hammering defensive fire. Ever-smaller groups of German defenders held on bitterly, fighting for every street, every block of houses and every shattered building.

The nightly air drops of supplies continued, but the greatly reduced area held by the defenders had made the task even more difficult, and only a small proportion of the supply canisters landed on target. The Luftwaffe made one last effort to help. Courageous pilots flew cargo gliders into the city, making extremely difficult pinpoint landings under enemy fire. There was no escape for the glider pilots, of course, and the supplies they brought were a mere drop in the bucket.

Major Soviet troop movements were observed, indicating that another major attack was in the offing. These suspicions were heightened by the increasing number of air raids on the city and the growing intensity of the artillery barrage. Following an hours long bombardment, the troops of four Soviet divisions attacked the city from all sides. By now fire, shelling and demolitions had reduced the city to a pile of rubble. The Soviets managed to break into the city in several places in the east and south, but were repulsed in the north and west.

The houses comprising the eastern defensive ring were shelled and most set afire. The weakened German units abandoned the burning houses and occupied a makeshift defensive line. In the south the defenders once again succeeded in sealing off the enemy penetrations and restored their battered line. The defenders had once again beaten off a numerically far superior attacker at great cost, and despite the most difficult conditions held on amid the burning rubble.

The Soviets continued their attack the following day. Once again enemy infantry were able to infiltrate the area. They systematically destroyed nests of resistance and houses converted into strongpoints - as well as the soldiers manning them - with direct fire from anti-tank guns and light artillery.

General von Neindorff sent repeated messages informing his superiors that, due to a shortage of forces and the decreasing effectiveness of his weapons, necessary measures against the attackers were no longer possible His soldiers were not in a position to hold out any longer. A further message reported the garrison's losses: from the first day of the encirclement until April 8 these totalled 16 officers and 1,471 NCOs and men killed or wounded and unable to fight.

Von Neindorff received an order from the Fourth Panzer Army, which caused a resurgence in hope of rescue and freedom. The message read (excerpt): “Relief attack under the direction of 48th Panzer Corps will begin on. Prepare to break out taking all weapons and equipment, destroy all equipment which will not be taken on a timely basis. Prepare wounded for evacuation. Group by ambulatory and non-ambulatory. Report numbers by radio. Form a strong battle group to act as rearguard during the breakout. Breakout to begin only on radioed orders from the panzer corps. Password: No soldier better than we!”

The senior commanders in the headquarters right up to the army group had also long since regarded the situation at Ternopol as extremely threatening. Until now had taken no action beyond issuing orders and exhortations to hold out. The only question now was how long the pocket could hold - at most another few days. Something had to be done. Nothing had been heard from the Führer Headquarters and Hitler, who had given the order for the "fortified place" to hold out, - they had other worries.

The army group, having stabilized Fourth Panzer Army's front somewhat, finally decided to act. A new relief attack, this time right through to Ternopol, would have to be mounted to free the city's defenders. However, a breakout by the garrison and an attack toward the relief force, which would have been possible during the first relief attempt, was now out of the question. The enemy forces west of the city were too strong, and the garrison no longer possessed the necessary strength.

This time the attack was to be made from the southwest. Chosen once again to take part was Panzerverband Friebe, which had been engaged in heavy fighting in the Brody area. Also brought in to add weight to the attack force was the 9th SS-Panzer Division Hohenstaufen. Starting positions were to be in the area around Horodyszcze. But this area, as well as the crossings over the Wosuszka and Strypa had to be won first. Weather conditions permitting, all available units of 8th Fliegerkorps were to support the relief attack.

Many clarifying discussions had to take place between army group, army and corps, before it came to a relief attack at all. Proposals had to be evaluated, plans made, preparations initiated and the necessary troops moved into position. The Fourth Panzer Army's order read (excerpt): “Since April 10 the enemy has resumed his attacks on the fortified place of Ternopol with superior forces. The garrison has repulsed the enemy attacks in extremely heavy street fighting and awaits Day 1 of our relief attack. at first light on Day 1, following a brief artillery bombardment, 48th Panzer Corps will move forward through our main line of resistance in the Horosdyczcze-Kozlov sector with 9th SS-Panzer Division Hohenstaufen and Panzerverband Friebe, force crossings of the Strypa and Wosuszka and drive through to Ternopol by the shortest route while providing adequate protection to the spearhead's flanks.”

The weather almost brought the entire operation to a halt. A deluge lasting several hours transformed the ground into a morass which made any movement extremely difficult. Even the tracked vehicles became hopelessly bogged down. In the north, Panzerverband Friebe set out near Kozlov in spite of extremely difficult terrain conditions and the fact that many of its halftracks, heavy weapons and other vehicles were stuck in the mud. The advance soon bogged down in the face of heavy defensive fire, and following three unsuccessful attempts to force a crossing the unit had to be diverted south into the Horodyszcze area.

The 9th SS-Panzer Division Hohenstaufen sent two platoons of pioniers across a blown bridge. These established a bridgehead on the far side of the Wosuszka. Further south two battalions crossed the river near Mlynice and captured a larger bridgehead. It was there that the engineers were to throw a bridge across the Wosuszka. However, the heavy bridging equipment could not be brought up due to difficulties with the terrain. It was decided that the small bridgehead near Horodyszcze would be expanded the next day. It turned out, however, that this bridgehead no longer existed, as the pioniers had been forced to withdraw.

A bridge had to be thrown across the river no matter what the cost. The entire relief attack depended on it. More valuable time was lost. Finally, the army pionier commander himself was able to find a location southwest of Horodyszcze where a bridge could be built into the Mlynice bridgehead. The engineers worked day and night digging away the banks, constructing the approaches and the building the 135-meter-long log road. But the bridge was not ready until a few days later.

Hitler had become involved again and ordered the garrison of Ternopol to be gotten out in spite of all difficulties. He personally had a message sent to the commandant: “Hold on at any price, the order for your liberation has been given.” But it was too late - already far too late.

In Ternopol the final battle had begun. The Soviets, who now intended to take the entire city, attacked with the same ferocity as before, achieving several penetrations into the German defensive positions. Although the outlook for a breakout to the west to meet the German panzer divisions which were expected to arrive soon was worsening, the garrison carried out all the necessary preparations as ordered with order and discipline. After a terrible three-week struggle the garrison's strength was beginning to sink more and more.

Under enemy fire day and night and continuously in combat, the men simply could do no more. General von Neindorff still firmly believed that the relief attack was well under way. But his radio messages requesting help and information as to the progress of the attack were becoming ever more desperate. It was perfectly clear that the garrison was lost unless relief came soon. Every day counted.

A Soviet assault from the south succeeded in splitting the pocket into two parts, the remaining German-held areas of the city on the east bank and the suburb of Zagrobela on the west bank of the Seret. The only link between the two parts of the garrison was the dam over which the road led, and this was already under observer-directed enemy fire.

The relief attack got under way from the Mlynice pocket following a considerable improvement in the weather. The first panzers crossed the completed pioneer bridge to the other side of the Wosuszka. The infantry forces of the 9th SS-Panzer Division Hohenstaufen were assigned to provide flanking protection to the northeast as Battle Group Bittrich. Colonel Friebe set out with all the available tanks directly toward Ternopol. But it was already far too late. Of the German soldiers encircled at Ternopol, only 55 managed to breakthrough the Soviet lines and linkup with the German relief forces!

Colonel Friebe’s force consisted of 71 tanks and 27 assault guns. In the afternoon the armored spearhead reached the Chodaczkow Wielki area, where it was halted by determined enemy resistance. The advance could not be resumed until after additional forces had arrived. It was no longer a question of days, but hours - the situation was approaching its dramatic climax.

To describe how desperate the situation at Ternopol was all whe have to do is look at the radio messages that were sent from the pocket: “April 14, 0800: Enemy attack imminent. Ammunition low. Where is relief? And at 1100: Relief, ammunition urgent.” However, the order to break out, which General von Neindorff expected hourly, did not come.

Chodaczow Wielki was taken too late. A planned night attack had to be postponed, because the Luftwaffe could not drop the necessary fuel and ammunition for the panzers until daybreak. Kampfgruppe Friebe was unable to resume its advance until it had the necessary supplies.

The relief force had covered about nine kilometers since setting out from Horodyszcze. It was another eleven kilometers to Ternopol - eleven kilometers which would not be covered, even with support from the Luftwaffe. Everywhere the Soviets defended bitterly and even launched powerful counterattacks.

Something unexpected happened. Numbers of shabby, dirty men, scarcely recognizable as German soldiers, appeared before the leading tanks on the hills east of Chodaczow Wielki, beaming and overjoyed to have met up with the German armored forces. They were the first ten men from the Ternopol Pocket. The garrison had broken out and soon the rest would appear, thought the panzer crews. Thirty-three more members of the Ternopol garrison reached Chodaczow Wielki - then no more came.

General von Neindorff's greatest concern was that he might be completely cut off from the single avenue of retreat across the dam to the planned breakout area in Zagrobela. That was where he wanted to assemble the remaining elements of the garrison. Furthermore, further air drops of supplies were only possible in Zagrobela, as the area still being defended in Ternopol had become too small. Therefore, the bulk of the defenders, still more than 1,300 men, moved across to Zagrobela.

The wounded who could walk or hobble, or who were carried by their comrades, went too. The remaining heavy weapons were one tank, two assault guns, two self-propelled guns, one anti-tank gun and two light infantry guns. Smaller elements remained in the city on the east bank of the Seret. Their job was to hold off the Soviets until the seriously wounded were evacuated across the river. The seriously wounded had to be carried on stretchers, as there were no vehicles available. Constant pressure from the Soviets forced the evacuation of the last German-held area of Ternopol. Seven-hundred seriously wounded men had to be left behind.

The last radio message from the Zagrobela pocket reported the death of the commandant. Generalmajor von Neindorff had fallen in close-quarters fighting. Following the death of General von Neindorff, Carl-August von Schönfeld assumed command of the remains of the garrison now squeezed into Zagrobela. There were about 1,500 men. But the situation in Zagrobela was hopeless from the beginning. It was a pocket about 1,000 meters in diameter in an area surrounding the open, village-like residential area. The area was under constant bombardment from Soviet heavy weapons and was subjected to waves of bombing and strafing attacks from the air.

Since most of the houses there were made of clay or wood with no cellars, losses mounted extremely quickly. The wounded were placed in the few available cellars. For the worn-out, exhausted, battered German soldiers, with their bearded, smoke-blackened, emaciated faces, the situation in the coverless terrain was catastrophic.

Rations, which had been relatively plentiful in Ternopol, now began to run short, as only the most vital things had been brought over from the city. Worst of all, there was scarcely any water. The single well was under enemy fire day and night until it was completely destroyed. The troops suffered from the shortage of drinking water, the wounded worst of all. All that could be done was to wet their lips with vodka. There was no way to get water for the new wounded. Moreover, ammunition was running out and the last radio had been put out of action.

The surrounded garrison of Ternopol fought with the courage of desperation right to the end. They tried to hold out in preparation for their rescue. Day by day, and finally hour by hour, they waited for the arrival of the German tanks - they did not come. At the end there was widespread hopelessness, despondency and bitterness. They could not remain in Zagrobela any longer, or they would be wiped out to the last man.

Oberst von Schönfeld called a meeting of all remaining officers and gave the order for a breakout no matter what the cost. The order was made known only to the officers, none of whom managed to reach the German lines. It is therefore not known how the breakout took place and exactly what transpired, except for the descriptions of the 55 men who did make their way back. Two groups were formed of about 700 men each, under the command of the officers. The two groups set off in different directions.

Starting out together, both groups managed to pierce the inner encircling ring around Zagrobela relatively easily, apparently having taken the Russians by surprise. While one group now set off in a westerly direction, the other, under the command of General von Neindorff, set out to the southwest. Still together, and with negligible casualties, the group made its way across the hills southwest of Zagrobela, past the village of Janovka and into the forest south of the village, where it came upon Soviet anti-tank gun and artillery positions.

General von Neidorff’s group was attacked from the sides and rear and slowly pushed into an open field to the west, where it was completely scattered. Losses were heavy and all the officers were killed, including the General. The survivors formed small groups which continued to try and reach the German lines, suffering further losses. Most of these small groups were completely wiped out. Only forty-three men managed to get as far as the area north of Chodaczow, where they met up with the German armored spearhead.

Of the western group nothing is known except for one especially tragic incident. About 50 men managed get to within shouting distance of the positions of the 357th Infantry Division north of Kozlov. They were unable to reach these positions, however, as the enemy was in control of the commanding high ground and poured heavy fire on any movement. Communicating by shouting, the men identified themselves as survivors from the Ternopol garrison. But they could scarcely raise their heads without drawing fire from the Russians. All attempts to rescue the men failed.

Five members of the western group managed to run to the safety of the positions of the 357th Infantry Division. The German infantry could only watch as the rest were driven into a house, which was then destroyed by artillery fire. After two more days, two more soldiers turned up. They had fought their way through to Jezierna, six kilometers north of Kozlov. As well that day, five other men who had been captured by the Soviets and held in Zbaraz for three days were sent back with propaganda material.

Of the 4,600 soldiers in the "fortified place" of Ternopol only fifty-five had returned - nothing more was heard of the remainder. In a sheer superhuman performance amid terrible suffering, the surrounded garrison had held out in Ternopol for three weeks on Hitler's orders - in vain.

Kampfgruppe Friebe, like Battle Group Bittrich, was forced to go over to the defensive and fight for its own survival. Since it was unlikely that any further members of the Ternopol garrison would be able to reach the German lines, the second relief attack was broken off and the forces involved returned to their starting positions. The Soviets immediately followed up, harassing the withdrawal. On their arrival both German units were immediately sent elsewhere.

In 2 days of fighting the two battle groups, Bittrich and Friebe, had inflicted heavy losses on the Soviets, destroying 74 tanks, 24 anti-tank guns and 84 artillery pieces. Their own losses had been 1,200 killed, wounded and missing and 18 tanks. Even this sacrifice had not been enough to save the Ternopol garrison. The "fortified place" of Ternopol existed no more.

By April the Russians were over the Dniester and Prut rivers, into Romania and Poland and threatening the borders of Hungary. Odessa was evacuated. In the spring, and especially after D Day, Hitler completely failed to rationalize his line in the east, preferring to issue “Stand or die” orders to his battlefield commanders. Yet all this was merely a prelude to the disaster that was to overtake Army Group Centre in Operation Bagration, an engagement that can lay claim to be one of the most decisive campaigns in history.

“His shrinking armies straggled along a front of 1,650 miles,’ records noted british historian Max Hastings. ‘In the centre, divisions averaging only 2,000 men were holding sixteen-mile sectors of the line. Between July 1943 and May 1944, Germany lost 41 divisions in Russia – almost a million casualties between July and October 1943 alone, 341,950 men between March and May 1944.”

While First Panzer Army fought for its life, the Soviets administered a series of stinging blows against Eighth Army and Army Group A (Sixth Army). Nevertheless, while the Soviets had broken through German defenses in a number of places, they never achieved the kind of operational freedom that Zhukov and Konev had achieved to the north. As a result, both German armies successfully retreated from the Ingulets River to the Bug. Then both began a withdrawal to the Dnestr without the threat of catastrophic defeat that had hung over German forces farther north.

A major Soviet breakthrough that reached the Dnestr behind Odessa hastened the two German armies back toward the Romanian frontier. Although the Germans reached the Dnestr Line, the Soviets had already seized a number of bridgeheads they would use to good effect when their offensive into the Balkans began in late August.