Battle of the Korsun–Cherkassy Pocket
German Army Group South is surrounded by Soviet forces
January 24, 1944 - February 16, 1944
author Paul Boșcu, December 2016
During the Battle of the Korsun–Cherkassy Pocket the Russian Red Army tried to eradicate the encircled German forces. The Germans tried a breakthrough in order to escape encirclement, which resulted in heavy casualties. The battle was part of a larger offensive directed against the German forces in Ukraine. The aim of the offensive was for the Red Army to push the Germans out of Ukraine.
General
The launch of the Soviet Korsun–Shevchenkovskiy offensive led to the battle of the Korsun-Cherkassy pocket. In this battle the 1st and 2nd Ukrainian Front, led by Nikolai Vatutin and Ivan Konev, encircled the German Army Group South in a pocket close to the Dnieper river. The victory of the Soviet Red Army in this battle marked a significant change in the strength and numbers of the german forces.

During their winter offensive, the Soviets had succeeded in bringing about the collapse of the German defenses on the middle Dniepr, crossed the river and advanced westward. The only German force still holding a front along the river was the Eighth Army, with the 11th and 42nd Army Corps, which held a sector approximately 100 kilometers long between Kanev and Cherkassy. This sector extended much further to the east than the remainder of the German front. The German units there had held their positions throughout January.

Feldmarschall von Manstein, Commander-in-Chief of Army Group South, had been unable to move Hitler to give up this bulge in the front. They must fight for time until the situation was clarified by the expected invasion in the West, and therefore must hold out where they were, was Hitler's argument. He therefore refused to order a withdrawal of the front - until it was too late.

Manstein was attacked on the Dnieper by the 1st Ukrainian Front under Zhukov and the 2nd Ukrainian Front under Konev, perhaps the best two Russian generals since Vatutin had been assassinated by Ukrainian nationalist partisans. A fierce struggle developed, but scarcely heard of in the West. It lasted three weeks, during which two German army corps were cut off in a salient and were extricated by Manstein only at the cost of 100,000 casualties.

The economic importance of the Ukraine, both in terms of mineral and industrial resources and as a rich agricultural region, made Hitler especially reluctant to agree to withdrawals urged on him by the commanders on the spot. They were often supported by the Chief of the Army General Staff. In rejecting such advice, or following it slowly, Hitler not only acted out of regard for the economic importance of the area but also the fact that shortening the lines freed Russian as well as German units, often meant that heavy equipment and supply dumps could not be evacuated, and was likely to add to the strength of the Red Army.

Although they would not admit it openly many of Germany's military leaders were becoming convinced that they were losing the war and would be defeated. They preferred that the defeat come about in the least messy way possible. Hitler, on the other hand, still wanted and hoped to win, if not the whole war, at least a major part of it. Thus he saw the need for Germany to hold as much of the occupied territories as possible as a basis for victory or at least an advantageous or partial peace.

When given unpleasant advice by those military advisors he trusted, like Admiral Dönitz or General Model, Hitler was quite prepared to accept it. He sensed—correctly it should be noted—their devotion not only to him personally but to his vision of ultimate German victory. If he distrusted the advice of others, it was because he sensed a difference not only on tactics but in basic orientation. In the meantime he retained some of them, relieved others, occasionally followed their advice, and continued his program of massively bribing them all regularly in the hope that this would assure their loyalty.

Arguments over appropriate tactics for the Germans in the face of Soviet offensives marked the winter of 1943-44. From the Soviet side, the aim was obvious: a series of hammer blows was designed to force the Germans -together with what satellite troops still fought alongside them- out of the bulk of the Soviet territory they still occupied in the north and south. Most of the economically valuable land still held was in the south and it was here that the Red Army concentrated the bulk of its offensive forces.

The Soviet attack begins
The Soviets launched an offensive thrust in the direction of Uman and Vinnitsa with the First Ukrainian Front. This was halted and thrown back after heavy fighting. Uman, the supply base for Army Group South, was saved. Following this setback the Soviets turned to the bulge in the German front near Cherkassy. A major offensive followed. The Fifth Guards Tank Army of the Second Ukrainian Front attacked from the east against the German 11th Corps. Following a violent artillery bombardment, Army General Vatutin's First Ukrainian Front resumed its breakthrough attempt. In the east the Soviets succeeded in breaking through Eighth Army's front.

Operations at the end of December suggest the extent of German self-deception. Manstein launched a major counterattack along the Korosten-Kiev Line and destroyed what turned out to be Soviet deception forces covering for another major offensive by Vatutin’s First Ukrainian Front. On Christmas day, the real Soviet offensive began. The First Guards and First Tank Armies, led by 14 infantry divisions and 4 mechanized corps blasted through German defenses and headed southwest toward Berditchev and Kazatin. This move threatened Army Group South’s entire left flank.

Sustained fighting over the past six months had decimated the German divisions. In early January, the 13th Corps reported that its divisions were down to less than 300 infantrymen, and the whole corps had a frontline strength equivalent to that of a single regiment. So desperate was the manpower situation that reinforcing divisions from the west often were committed to the fight without time to acclimatize to theater conditions and in some cases before all their equipment and weapons had arrived.

Manstein desperately requested permission to pull back the remaining troops along the Dnepr to free up reserves. The OKH at Hitler’s direction did allow some pullbacks and promised reinforcements, but it failed to give Manstein the kind of operational freedom the grave situation demanded. After Christmas the lead spearheads of First Ukrainian Front reached Kazatin, a major supply center, and destroyed hundreds of German trucks. By evening the Germans held only half the city, while the Fourth Panzer Army appeared on the brink of collapse.

The spearheads of the First and Second Ukrainian Fronts met northeast of Uman near Svenigorodka. The German salient containing the 11th and 42nd Army Corps had been cut off from all contact with the rear. Despite all countermeasures, two German corps had been encircled in five days. Something had to happen, and quickly, if a second Stalingrad was to be avoided. The most rational solution would have been to give the order to both corps for an immediate breakout to the southwest to reestablish contact with the German front and help close the enormous gap which had arisen between First Panzer Army and Eighth Army.

In early January, Vatutin’s First Ukrainian Front worked its way around the Germans’ right flank and suddenly positioned itself to threaten the security of Army Group South. Manstein visited Hitler and requested permission to abandon the Dnepr bend. However, knowing Hitler’s predispositions, he was unwilling to suggest that his army group pull all the way back to the Bug River. Besides the threat to the German forces remaining near the Dnepr, the gap between Army Group Center and Army Group South had grown to over 160 km. Only the existence of the Pripyat Marsh prevented the Soviets from destroying the entire German position on the front.

Initially, all that the Germans could do was to insert two infantry divisions into the gap in an effort to provide at least a makeshift defence there. However, the most senior level of the German command not only forbade a breakout from the pocket which was forming, but proposed that the Russian forces which had broken through be encircled.

Hitler was still planning large-scale operations. An offensive was to be carried out, which incorporated the territory still held by the two corps around Kanev-Korsun. In his opinion the Soviet divisions had been exhausted and bled to death during the heavy fighting of the past winter. A powerful German thrust was to be carried out along the Dniepr to Kiev, cutting off everything Russian that had advanced across the river to the West. The plan would have been good if it had corresponded to reality and to the facts. But these looked quite different at the front than in Führer Headquarters 1,000 kilometers away.

The First German tank attack
Army Group South was not disinclined toward the first part of Hitler's plan, to encircle the Soviet pincers around the two German corps. Nine panzer divisions were to be committed. But the First Panzer Army had only the 16th and 17th Panzer Divisions ready for action. Both divisions were battle-weary and had received barely two days rest since their transfer from the previous area of operations. The other two panzer divisions had not yet arrived. The 8th Army, separated from the 1st Panzer Army by a large gap and itself hard pressed by the Soviets, could provide little in the way of help. These were hardly ideal conditions for an attack.

The Commander-in-Chief of the Eighth Army, General Otto Wöhler, pointed out that the forces available for the planned counter-blow would not be strong enough, and that in regard to his two corps within the pocket there was no time for large-scale operations. He also made a futile request that the 3rd Panzer Corps not be committed to the encirclement of the Russians as planned, but rather that it establish contact with the 47th Panzer Corps as quickly as possible for a joint advance directly at the pocket. Otherwise the two corps would succumb to the growing enemy pressure from all sides. Army Group South, however, stuck with Hitler's plan.

The 8th Army attacked from the south with the 11th and 13th Panzer Divisions. With the weak forces available the attack failed to reach the pocket. As ordered, the 1st Panzer Army assembled General Hermann Breith's 3rd Panzer Corps as the northern attack group for the northward thrust. It was to veer to the east in the vicinity of Medwyn, surround and destroy the Soviet forces between it and the pocket and at the same time free the encircled corps.

General Breith launched the attack with the 16th and 17th Panzer Divisions -including the Heavy Panzer Regiment under Oberstleutnant Dr. Bäke with thirty-four Tiger and forty-seven Panther tanks, a considerable force. The attack had scarcely got under way when the weather intervened. The warming of the weather brought on the dreaded rapid transformation of the entire region into a sea of mud. The panzer and motorized units became stuck. The attack as a whole gained ground to the north in the face of great difficulties with the terrain and heavy fighting, until all movement finally succumbed to the deep mud and Russian resistance.

The entire counter offensive ground to a halt because of the warming weather. The 3d Panzer Corps jutted northwards like the point of a wedge, extending thirty kilometers into enemy territory. Thirty kilometers still separated it from the pocket to the east, which had meanwhile become the scene of heavy fighting. There was no doubt that the thrust by the northern attack group had failed - it had neither surrounded the Russians nor freed the encircled corps.

The southern attack group,the 47th Panzer Corps, had scarcely deployed its weak panzer divisions when it was pushed back and forced onto the defensive by the Russians. Hitler's great plan had come to nothing right at the outset. At least the two advances had forced the enemy to form a double ring around the pocket - one to encircle the surrounded German corps, and the other to defend against further relief attacks.

Five days had been lost by these first unsuccessful advances, days in which the enemy, making use of the railway lines in the Cherkassy area, moved in further substantial forces and large amounts of materiel.

The front in the pocket
The German 6th and 42nd Army Corps had been surrounded in an initially huge pocket, whose northern front was still on the Dniepr. The major enemy penetrations against the 42nd Corps accelerated the withdrawal of the front in the north, in the course of which the Dniepr positions were abandoned. In the southeast, the 11th Corps withdrew from one intermediate position to the next. Contrary to expectations, the German forces had succeeded in establishing a continuous, temporary pocket front of 150 kilometers. The focal point was the large town of Korsun with the pocket's lone airfield, through which supplies were at first flown in.

The encircled units consisted of the 57th Infantry Division -with attached elements of the 389th Division-, the 72nd and 88th Infantry Divisions, the 5th SS-Panzergrenadier Division Wilting (with the attached Assault Brigade Wallonie), with corps units, supply services, Russian auxiliary volunteers ("Hiwis"), and so on, according to an Eighth Army daily report a total of about 56,000 men. From the time of the encirclement the two corps, under the command of the Commanding General of the 42nd Corps, were designated "Gruppe Stemmermann."

General Wilhelm Stemmermann now set about the difficult task of "wandering" with the pocket. In the east the Wiking Division gave up the village of Gorodische. In the north the 88th Division evacuated the Janovka area. Korsun and its airfield became the pivotal point for the new movements, which were to extend the pocket in a southwesterly direction. Daily losses were running at 300 men. There were 4,000 wounded who could not be evacuated. The supply trains had long since been disbanded except for a few vitally-needed horse-drawn units. Like the staff units which were no longer needed, they were incorporated into the combat units.

The commanders in the pocket were aware that only quick and decisive action on their part would lead to their rescue. First of all they had to establish new fronts at the breakthrough points, especially in the south. As there were no reserves available, elements had to be taken from both corps in battalion strength, which led to a great intermixing of units.

The pulling-back of the front freed some units which could be used as vitally needed reinforcements and as a limited reserve. However, the pocket had to be kept at a reasonable size for the forces available. It could not be allowed to become too narrow, otherwise the necessary freedom of movement within the pocket would be lost and the forces inside would become too vulnerable to enemy artillery fire.

At first the German soldiers knew nothing of these important and necessary command measures, but they felt the effects of them every day. There were no longer any fortified positions, bunkers or billets. With the move to new positions the pocket was constantly changing form, and this meant not only fighting day and night, but also marching, wading through knee-deep muck and digging new, meager shelters. The infantry lay in the open fields without cover, their uniforms were soaked daily by the rain and froze to their bodies during the night.

The days and weeks passed in hard, back-and-forth, strength-draining battles in an unimaginable sea of mud. The Soviets gained ground slowly, but only by constantly throwing in fresh units. The German troops, who had been in battle for months without relief, fought doggedly to beat off the enemy attacks. The more the Soviets pushed the German units together, the harder they fought to achieve their destruction. In contrast to the Luftwaffe, which was able to provide only limited support for the ground battle, the Soviet close-support units were constantly in action in growing numbers.

The changing pocket still had a diameter of 45 kilometers from northwest to southeast. No rescue was to be expected from the 47th Panzer Corps in the southeast. All hopes were now pinned on 3rd Panzer Corps in the southwest. This Corp was to strike towards the pocket. Therefore it was necessary to change the shape of the pocket fronts while holding on to Korsun airfield as long as possible. The 8th Army radioed the following orders: "Gruppe Stemmermann is to shorten its front lines and move with the entire pocket, attacking in the direction of Shenderovka, so as to be in position to advance toward the relieving armored forces at the designated time."

Soviet propaganda
The Soviets employed every available psychological means to break down resistance. Loudspeakers droned day and night over the front lines, urging the soldiers to desert, employing a mixture of promises and threats. Leaflets containing a map illustrating the desperate situation in the pocket were also dropped by airplanes. Arriving daily by the same route were photos of German soldiers already taken prisoner by the Soviets, sitting at fully spread tables. Individual captured German soldiers were sent back with chocolate and cigarettes in their pockets, telling of the extremely comradely reception they had received at the hands of the Russians.

A continuous series of messages was sent to all German radio stations with the same promises. Captured German Generals sent personal letters to division commanders they knew inside the pocket.

A Russian General Staff Colonel appeared, duly accompanied by a bugler and a white flag, with an official surrender offer from Marshall Zhukov, demanding that the German forces lay down their weapons. The parlementaire was escorted back and the offer was not answered. The same went on elsewhere - Soviet parlementaires appeared at division command posts offering separate surrender negotiations or making threats.

General Walther von Seydlitz, who had been taken prisoner at Stalingrad and was now president of the League of German Officers established in the Soviet Union, spoke over the transmitter of the likewise Soviet-established National Committee for a Free Germany to the German soldiers in the pocket. He, too, urged them to surrender and promised good rations and accommodations, complete security, and so on. No answer came from the pocket and there were very few desertions. The German soldier had long known what awaited him in Soviet captivity - a pitiful life of hunger, degradation and forced labor. And this was no propaganda slogan.

The 2nd German relief attempt
While conditions inside the pocket were growing worse daily, The 3rd Panzer Corps was preparing to launch another relief attempt. This attack was to be carried out by four panzer divisions and was to be launched from the Vinograd area, the shortest route to the pocket. In the meantime the 1st Panzer Division and the "LAH" SS-Panzer Division had arrived, but regrouping cost two valuable days. Vehicles sank to their axles in the mud and a march of 15 to 20 kilometers was the most which could be achieved in one day. Even this required a maximum effort, and often all movement was impossible. This attempt will also fail in this conditions.

In spite of all the difficulties with the muddy terrain the attack divisions managed to assemble by the specified deadline. In the center the 16th and 17th Panzer Divisions formed the spearhead of the attack, while the "LAH" SS-Panzer Division and the 1st Panzer Division covered the northern and southern flanks, respectively. The day began hopefully, with the 1st Panzer Division pushing far ahead and capturing Bushanka on the Gniloy-Tikich. The 16th and 17th Panzer Divisions crossed the river to its left and established small bridgeheads. This effort exhausted the force of the attack, however.

Misty, foggy weather hampered German air support. For the same reasons the flow of supplies, especially fuel, to the attack forces backed up. The only supplies to get through were air-dropped and these were insufficient to meet the requirements of the units. The enemy and the terrain combined to prevent a quick advance, and many tanks became stuck in the muck and filth. The wheeled vehicles became hopelessly bogged down. The clinging mud pulled the narrow tracks off the armored personnel carriers. Most of the artillery's gun tractors were useless.

In addition to better roads the Soviets had several decisive advantages: they were already in position around the pocket, while the German panzer divisions had to drive forward to reach it. On the first day major German supply dumps, including vast quantities of fuel, had fallen into Soviet hands. With their great numbers of soldiers, some could be employed to deliver supplies. Hundreds of Red Army soldiers maintained a shuttle service, carrying ammunition and fuel canisters for kilometers through the mud to the front. Ammunition and fuel - those were the most important things to the Soviets.

The main body of the "LAH" SS-Panzer Division was involved in heavy defensive fighting near Vinograd, as was the 16th Panzer Division on the road from Medwyn. Further west the 17th Panzer Division was battling Soviet tanks. The 1st Panzer Division, which in spite of its flanking role had pushed far ahead, continued to attack toward Lysyanka.

On the left wing the Soviet 16th Tank Corps drove into the rear of the 16th Panzer Division from Bojarka, forcing it to divert a significant part of its forces to the west and north. In vain the 17th Panzer Division attempted to facilitate 1st Panzer Division's advance by attacking on its right wing, driving south from the area east of Dashudovka. The 1st Panzer Division's Panzerkampfgruppe Frank had taken Lysyanka-West and cleared the village after heavy fighting with enemy units. The 13th the division sent tanks cross the Gniloy- Tikich, and held a bridgehead in the eastern part of Lysyanka. However, it lacked the forces to do any more.

Despite all the efforts of the German soldiers, the relief attempt was halted 15 to 20 kilometers from the extreme southern edge of the pocket. It could simply go no further. Only Oberstleutnant Dr. Franz Bäke and his heavy panzer regiment managed to get any closer. He drove into Chishintsy, barely 10 kilometers from the pocket. However, his tanks alone could not hold the village against the concentric attacks of the Soviet 5th Guards Tank Corps and were forced to withdraw to the west.

The 8th Army as well tried everything to come to the aid of the surrounded corps. The 47th Panzer Corps set out once again with the 11th and 13th Panzer Divisions against the gap separating it from the 1st Army to the west. It was unable to close the gap, however, and was diverted northward, reaching the hill just south of Svenigorodka, still more than 30 kilometers from the southern edge of the pocket. These efforts, which had failed to achieve a linkup with the 3rd Panzer Corps or open the pocket, had completely expended the strength of the weak panzer divisions.

The breakout area must be captured
The dramatic events increased from day to day, while the distress inside the pocket grew by the hour. General Stemmermann began to steadily reduce the pocket and alter its shape toward the southwest. From this direction the relief attack by the German armored forces was expected. In order to create a favorable base from which to launch the breakout attack, territory occupied by the Russian encircling forces had to be recaptured and various villages taken from the enemy. In the course of these operations important villages were captured by the Germans. The city of Korsun was abandoned.

The 72nd Division's veteran 105th Infantry Regiment was given the job of expanding the pocket to the southwest. Its first objective was to capture the area around Novo Buda. The village of Novo Buda was captured, 200 prisoners taken and an enemy company with trucks and rocket launchers shot to pieces. The following morning the regiment repulsed powerful counterattacks launched from the area north of Orentsy against the southern part of Novo Buda. An enemy penetration was sealed off and two Russian tanks destroyed from close range. The regiment was then relieved by the Wallonie SS-Brigade, which continued to hold desperately onto Novo Buda.

Korsun was abandoned and 3000 wounded, who could not be evacuated, had to be left behind for handover to the Russians. Nothing is known of their subsequent fate. In preparation for the breakout General Stemmermann now concentrated the main body of his forces in the direction of the area of captured terrain in the south in a small, but dangerously narrow, pocket north of Shenderovka. Pressed into an area seven by eight kilometers, approximately 50,000 men waited for the order to break out and for the final, decisive thrust by the relief forces.

All attacks against Shenderovka by the neighboring 5th SS-Division Wiking were repulsed. The 105th Regiment was involved in heavy fighting for Komarovka. During the night the regiment stormed the village, supported by the last three assault guns detached by division. However, the enemy then began a series of almost uninterrupted day and night attacks in an attempt to recapture Komarovka. In the course of the battles for Komarovka the 105th Regiment destroyed 21 tanks and took 240 prisoners. Its own losses were heavy, with one third of the regiment's soldiers becoming casualties. Shenderovka was taken after heavy fighting.

Since timely relief by the 3rd Panzer Corps could no longer be expected, Feldmarschall von Manstein, decided to give the order for a breakout. That same day Eighth Army passed on von Manstein's order to the pocket: "Capabilities of III Panzer Corps reduced by weather and supply problems. Gruppe Stemmermann must carry out decisive breakthrough to Dzhurzhentsy- Hill 239, two kilometers to the south, with its own forces. Link up there with III Panzer Corps." Inside the pocket General Stemmermann assumed that the commanding hills with Point 239 had already been taken by the relief forces - which was not the case.

With the capture of Novo Buda, Komarovka and Shenderovka, the planned breakout area had been secured. The 105th Regiment's next objective was the equally important small village of Chilki. Once again the regiment launched a night attack. Thus it stormed Chilki and cleared it of enemy forces. A subsequent Soviet counterattack was beaten off with heavy losses to the attackers. Nevertheless, as dawn broke the enemy broke into the southwestern part of the village with six tanks and mounted infantry. Four of the tanks were destroyed. The remaining Soviet forces were eliminated in close quarters fighting.

The hopes of the men surrounded in the pocket rose once again. The decisive order had finally been given. They had been surrounded for three weeks now, enduring the tough defensive battles in rain and blowing snow, persevering in spite of inadequate supplies. Now the hour of liberation was to come. What they did not know was that the armored forces coming to free them had already bogged down in the face of the mud and the enemy, their strength spent.

The air war
The Luftwaffe, whose capabilities at that time were somewhat limited, tried to intervene in the land battle as best it could. It had two tasks to perform - maintain an adequate level of supply to the divisions surrounded in the pocket, and take over the job of supplying the relief groups, whose own supply routes were strained by the prevailing poor weather and terrain conditions. In addition, the Luftwaffe was to support the ground forces wherever possible. The Luftwaffe however did not have enough strength to make a significant difference for the trapped Germans inside the pocket.

These tasks were taken on by the 8th Fliegerkorps under Generalleutnant Hans Seidemann through the Knapp Operations Staff in Uman. Even if all the demands could not be met on account of the many obstacles, the operations staff, as well as the flying and ground personnel, worked tirelessly to do as much as they could. 1,536 aircraft were employed in the air transport and escort roles. This number consisted of 832 Ju 52s, 478 He 111s, 58 Fw 190s and 168 Bf 109 fighters.

One advantage was the relatively short 100 km distance from Uman airfield to the pocket. The disadvantages were far greater, however. These began with the difficulties encountered by the aircraft when taking off or landing from unpaved airfields whose surfaces had been softened by the thaw. On many days there was such thick fog and heavy icing that all aircraft were grounded. Flying resumed whenever the icy fog lifted and gaps appeared in the low cloud, or when the night cold hardened the ground.

The transport units which had been moved into the area braved the curtain of anti-aircraft fire the Soviets threw up around the pocket without regard to losses. During the first days of the supply effort the aircraft landed at the several useable airfields within the pocket, bringing out wounded on the return flight.

In spite of all efforts the air supply situation worsened from day to day. Only a fraction of the 150 tons required daily could be delivered. Like Uman, the makeshift airfield at Korsun was often closed by bad weather. After a week of warm weather the airfield was completely flooded. Engineers worked to drain off the water and shore up the airfield. The last arriving aircraft turned over on landing in the almost meter-deep mud. From February no more aircraft were able to land or take off. Ammunition, fuel and food had to be dropped, often directly from the aircraft due a shortage of supply containers.

The final relief attempt
Outside the pocket another rescue attempt was about to get under way. The 3rd Panzer Corps set out on a final attempt to break through. While the 16th Panzer Division protected their rear and northern flank, the 17th and 1st Panzer Divisions were to drive from Lysyanka toward the commanding Hill 239, south of Dzhurzhentsy. Heavy Panzer Regiment Bäke was to set out through Chishintsy toward Komarovka in the direction of the pocket. Help for the pocket had come too late and had been too little. The climax of the catastrophe was near.

Once again the German tank crews and panzergrenadiers were expecting extremely heavy fighting. The 16th Panzer Division screened to the north and east with 2nd Battalion, 64th Panzergrenadier Regiment and its armored battle group, holding its positions against all attacks and covering the flanks of the other two panzer divisions.

The 64th Panzergrenadier Regiment's 1st Battalion even launched an attack from its line of security against the commanding village heights north of Chessnovka in the east. Seven Soviet T-34 tanks and twelve assault guns were destroyed. Following the bitter fighting the bodies of 400 Russian soldiers littered the battlefield. However, the battered units of the 17th Panzer Division were unable to go any further. The drive by the 1st Panzer Division, which had been halted near the bridge over the Gniloy-Tikich in Lysyanka, was unable to get going again. In the face of enemy counterattacks the third relief attempt ground to a halt.

The most forward elements of the 3rd Panzer Corps were bogged down in a line Lysyanka-Oktyabr-Chishintsy. Covering the final 10 to 15 kilometers was beyond human ability. The men of the relief force had willingly given their all for the men in the pocket, but they had been completely overtaxed, their resources were spent.

Preparations for the breakout attempt
Once again inside the pocket. The situation of the surrounded troops was coming to a head. Events were beginning to overtake them. General Stemmermann's staff came up with a plan to break out of the pocket. The breakout was to take place under the cover of darkness with three spearheads. The attack was to begin without artillery preparation. The forward troops were to work their way forward quietly, launch a surprise attack against the enemy with fixed bayonets and overrun him, forcing gaps in the enemy encircling ring and opening the way for the remaining forces to reach the anticipated positions of the German relief force.

The three spearheads each consisted of a division, which was to be assembled in three waves. The divisions were assigned the following assembly and attack areas: Right: Korpsabteilung B in Chilki with line of attack across the high ground south of Petrovskoye - Dzhurzhentsy South. Center: 72nd Infantry Division in the valley 1.5 kilometers southeast of Chilki toward Dzhurzhentsy Forest - north of Hill 239 - Oktyabr. Left: 5th SS-Panzergrenadier Division Wiking with SS-Brigade Wallonie in Komarovka, with line of attack parallel to the 72nd Division south past Hill 239. The total force was not quite 40,000 men.

The 57th and 88th Infantry Divisions formed the rearguard. Positioned in a shallow arc around Shenderovka they were to guard the rear of the breakout units and then fall back on receiving a code-word by radio. Then the 57th Division, which still had a strength of about 3,500 men was to move into the area behind the Wiking Division, while the somewhat weaker 88th Division followed into the breakout area behind the 72nd Division. The entire rearguard consisted of 6,500 men, as the trains and other rear echelon elements of those units were already with the breakout divisions.

All serviceable guns, tanks, assault guns and self-propelled guns were to accompany and support the break-out. All unnecessary vehicles, equipment, even private luggage, were to be destroyed. Each man was to take only his weapon and as much ammunition as he could carry. 1,450 non-ambulatory wounded were to be left behind in Shenderovka with their doctors and care personnel and handed over to the Russians, as taking them along seemed impossible. Nevertheless, many units tried to take their wounded comrades with them in panje wagons and gun tractors.

On the morning of the breakout the Luftwaffe was to screen the flanks of the breakout zone by launching air attacks on the enemy, while outside the pocket attacks by German relief forces were to engage and tie down the Russian forces, drawing them away from the area of the breakout.

Preparations for the breakout went on through both days. There were fires everywhere as everything which could not be taken along was burned. Vehicles, guns which were no longer usable and other war materiel were blown up to prevent them falling into enemy hands. All the time the enemy attacks and artillery fire on the entire pocket went on.

Battle of Shenderovka
The pocket had become so small, now only 3.5 kilometers in diameter, that it could be brought under fire from all sides. Shenderovka, which had only been taken a few hours before, and in which the dead of friend and foe still lay in the streets, became the focal point of the entire breakout operation. Streets, gardens and farm cottages were crammed with command posts, guns, damaged tanks, vehicles and horse-drawn carts, as well as the arriving, assembling and waiting units.

Shenderovka had become a gate to hell. The way to the assembly areas led every unit through the village with its one through-road, the sole approach road for the first three divisions, all of the train units and the rear-echelon services of both corps. Movement was slow and laborious over the muddy, rutted and worn surface. The endless columns of marching men and motor and horse-drawn vehicles became wedged together, resulting in a tremendous traffic jam.

Unfavorable reports were coming in from the rear areas of the pocket. Near Steblev in the northeast the Russian armored forces broke into the withdrawal movements of the 57th and 88th Divisions. Only with great difficulty was the attack halted and this dangerous penetration sealed off. Nevertheless the enemy's front line had been pushed forward to within a few kilometers of Shenderovka.

Since the Russians had a clear view into the pocket and the movements inside could not be concealed, directed artillery fire, as well as fire from heavy mortars and Katyusha Rockets, fell continuously, inflicting further heavy casualties. Shells and howling rocket projectiles impacted everywhere. The single road was soon blocked by shattered vehicles, dead horses, exploding munitions vehicles, burning trucks, heaps of dead and wounded, shattered remains of walls and burning wooden houses. It was a hellish scene filled with bursting shells, smoke and dust, the cries and moans of the severely wounded, and the roar of German artillery.

There was also renewed fighting over the assembly areas which had been captured in the southwest. Late in the morning, Komarovka, where the Wiking SS-Division was fighting, changed hands for the fourth time. There was also renewed fighting for Novo Buda which pushed the German front lines back as much as three kilometers toward Shenderovka.

All the time fresh units continued to move into Shenderovka from the north, east and west. There was no way around the town and the only chance for freedom lay to the southwest. Low-flying He 111s dropped canisters containing rifle and machine-gun ammunition and shells. These landed among the columns. At 15.00 the last radio message arrived from the 3rd Panzer Corps: "Oktyabr taken!" - This gave some encouragement.

General Stemmermann's command post was located near Chilki. Command was now almost impossible. Messengers and aides tried to deliver orders in the hellish confusion and often failed to return. The entire shrunken pocket was under great pressure. A penetration by the enemy would bring panic and chaos, the catastrophe would be upon them. Despite the enemy fire and chaotic conditions, the units forced their way through the mud into their assigned assembly areas. As it grew dark the Russian artillery fire gradually abated and the situation in the pocket became calmer. There was only one order left to give: "Break out as ordered! - Watchword freedom!"

The breakout attempt begins
The attacking spearheads of the first wave set out, without artillery preparation as planned, their rifles unloaded and with fixed bayonets. Korpsabteilung B was organized with the 258th Regiment Group forward on the right, in the center the 72nd Division led by the 125th Regiment, and in front of the Wiking Division on the left was the 5th Armored Reconnaissance Battalion. The troops advanced straight across the open terrain, with its large valleys, ridges and deep ravines. The 105th Infantry Regiment was, with the Wallonie Brigade, the only German unit which succeeded in breaking out as a unit with its small arms.

Tremendous tension gripped the thousands of men who were now to set out on the last, but probably the most difficult, leg of their journey into freedom. The tanks of the German relief forces were near, still eight, perhaps ten kilometers away. The early nightfall, accompanied by frost and snow flurries, had come at the right time. The worse the weather, the better the chances of surprising the enemy and breaking through. The Russians were not supermen and in this weather they would be seeking warmth and protection in the village huts and in their positions and foxholes. The enemy seemed unaware of the planned breakout.

General Theo-Helmut Lieb, the Commanding General of the 11th Army Corps, who was in command of the first wave, moved into his command post on the western edge of Chilki. His initial concern was not for the first wave, because the Russians were now exerting heavy pressure from the flank against Chilki and had driven from the west almost to the edge of the village. The Russians had also again broken into Komarovka and the southern part of the village had been lost. Both villages were important as they formed the right and left pillars of the breakout area.

In Chilki the Russians were halted by an artillery commander and 100 men, while in Komarovka men of the Wiking Division were forced to intervene and throw the Russians out of the village. The men of the next units to move out strained to hear any indication of fighting by the first wave. The only sounds they heard were the occasional "hurray," which soon ebbed slowly away.

The experiences of the 105th Infantry Regiment were typical of those of the units in the first wave. The enemy was taken completely by surprise and the soldiers broke through the first enemy positions employing bayonets and all available automatic weapons. A second Russian position was also overrun. Brief, but heavy firefights broke out when the advancing troops came upon two battery positions and took them in close-quarters fighting.

The 105th Infantry Regiment continued to advance toward the southwest. At about 0330 it reached the deep valley terrain southeast of Dzhurzhentsy. Ahead, however, enemy tanks and vehicles were in position on the road between Dzhurzhentsy and Potshapintsy where it led over Hill 239. The regiment was able to cross the road through a gap, unnoticed by the enemy. Two-hundred meters to the west the regiment's leading elements suddenly came upon enemy positions which were facing southwest. These formed the last outer ring against the relief forces.

The Russians were asleep in their foxholes. The regiment broke into the positions, resulting in a brief close quarters engagement, which at first was fought mainly with pistols and bayonets. However, a firefight became unavoidable. In this situation the tanks on the road turned on their headlights and spotted the following elements, which were in the process of crossing the road. The regiment and other scattered elements still managed to reach the first German tanks southeast of Chihintsy and reached the lines of the relief forces.

The soviet reaction
After the initial wave, the Soviets were now awake and on the alert. The attackers had failed to achieve general surprise. More searchlights were switched on, signal flares were fired and wild firing began. Suddenly there was fighting everywhere. The German units who didn't manage to escape during the initial attack were now trapped in the pocket.

The Soviets spotted the main body of the 72nd Infantry Division, which was following close behind the 105th Regiment. It became involved in a hopeless battle against the Russian defenses on the open fields in front of Dzhurzhentsy. Soon the division was forced to ground by the heavy defensive fire and later had to turn back. The 112th Division Group had overrun the first enemy security outposts without firing a shot. But then the division was spotted. It advanced further to the southwest, where it ran into the main body of the 72nd Division and was forced southward.

The Wiking SS-Division's 5th Armored Reconnaissance Battalion likewise covered the first leg of the breakout relatively quickly. The first enemy encircling ring was broken, and the first hill positions at Potshapintsy taken. The reconnaissance battalion then came upon the heavily-manned Russian positions at the road close to the commanding Hill 239 at about the same time as the 105th Regiment. The battalion attacked but the first assault was halted below the hill. Flanking fire raked the battalion and the Wallonie Brigade which was following close behind. The reconnaissance battalion, tried again, but in vain. The fire from the Russian defenders was too strong.

The main body of the Wiking Division arrived. The breakout waves from the 72nd Division which had failed to cross the road further north pushed forward. The units became mixed together. In the darkness and enemy fire command was no longer possible. The first wave was unable to get through.

The second wave arrived and ran into the first. Confusion and disorder grew. To the rear in Shenderovka increasing numbers of rear-echelon units and their vehicles struggled through the confusion of the burning village. The Russians had broken through to the edge of the village. Once again they were turned back by the Wiking Division's 5th Panzer Regiment in a wild tank battle which saw both sides suffer heavy losses. Not a single one of the 5th Panzer Regiment's tanks returned. This sacrifice did, however, saved the 57th and 88th Infantry Divisions which, as rearguard, were fighting bitterly and holding on.

The elements of the third wave that made it through the hell of Shenderovka fanned out on the far side of the village. They marched, drove and rode across the broad, snow-covered, undulating fields. Unaware of events, they continued on and then ran into the second wave in the darkness. General Stemmermann and an escorting officer were killed shortly after the beginning of the breakout as a result of a direct hit by an enemy anti-tank gun during a change of command posts. General Lieb assumed overall command.

The break for freedom
When morning dawned the men of the breakout force realized that it was not the tanks of the German relief force which were waiting for them on both sides of Hill 239, but a fully alerted enemy. Russian tanks, anti-tank guns and artillery fired into the already confused and exhausted elements of the first wave and the steadily growing stream of approaching columns from the second and third waves. Everything became inextricably entangled, was seized by an unholy disorder and began to disintegrate. Any semblance of command ceased to exist.

Horse-drawn vehicles were smashed, horses ran away and bogged-down vehicles went up in smoke and flames. Men ran about seeking cover in the mostly open terrain. Clusters of men ran forward with loud shouts, trying to get through, while others sought refuge in the deep, snow-covered ravines or in clumps of trees. Increasingly heavy fire smashed into the dense masses, which at first stayed put as if stunned and apathetic.

Many German grenadiers tried to fight back. Apart from Panzerfaust rocket launchers, however, they had no effective weapons against the enemy tanks which appeared everywhere. The German antitank and light field guns had been left behind or had become bogged down. Some Russian tanks were destroyed by the Panzerfaust antitank rockets. However, more tanks appeared and the enemy fire became ever heavier. The fate of the wounded was also decided here. They, too, had to be left behind. And the enemy knew no pity.

The sound of battle seemed weaker to the southeast. The only choice for the German troops was to evade the enemy fire and make their way in that direction. Beginning with individuals, then in whole squads and sections, the masses of German troops rose, on their own and desperate, in an effort to find a way out of the chaos. Hundreds, thousands of soldiers from every unit and arm of the service struggled in that direction, sometimes under the command of the highest ranking officer available.

In the face of this wild rush the Russians evacuated the eastern part of Potshapintsy. Russian infantry was swept away and individual tanks even turned away from this human wave. Nevertheless, bursts of machine-gun fire and shells from artillery, anti-tank guns and tank cannon continued to smash into the uncoordinated and vulnerable mass of men, inflicting further casualties. Only when losses again became unbearable did the troops try to evade the Russian fire.

On foot, on horses which had been released from their harnesses, and in the last few cross-country vehicles, the Germans finally crossed over and around both sides of Hill 222 before veering back toward the southwest. The Russian positions there were less heavily manned then expected, enabling the German troops to break through. But the anticipated few kilometers had become a death march of twenty to thirty kilometers lasting hours.

The crossing of the Gniloy-Tikich
For the German units who managed to break through there was still one terrible obstacle - the Gniloy Tikich. In summer it would have been little more than a large brook, but after the previous three weeks of warm weather it had become a rushing torrent, twenty to thirty meters wide and more than two meters deep. There was no bridge, and there were no boats to be seen anywhere. Hundreds of German soldiers died while trying to cross the river, just a few hundred meters from the German forces that were outside the pocket.

The cold of the past few days had not been enough to freeze the river over again. The edges of the stream were ice covered, but it was open in the center and ice floes were being driven along by the current. The area of the stream bank was marshy, the banks themselves about two meters high, steep and ice-covered.

The pursuing Soviet tanks reached the area of the river. The first four T-34s drove to within a few hundred meters and began firing into the masses of men with machine-guns and high-explosive shells. There was no stopping now - they had to get to the other side where the Russians could not follow. Once again the result was a terrifying scene. In groups of thirty to forty, the frozen, half-starved soldiers plunged into the ice-cold water and tried to fight their way through the rushing torrent. Heads and arms poked up between the ice floes, cries for help rang out, bodies of horses and men floated and sank in the current.

About 20,000 men had assembled at the bank. They had no idea where the leading elements of the relief force were. They did not know that only three kilometers upstream lay Lysyanka, in which the 1st Panzer Division had built a bridge and a footbridge for them. They had gone further south then the defenders of the Lysyanka bridgehead could have expected.

The Generals, too, were swimming. Colonel Dr. Hermann Hohn, the commander of the 72nd Infantry Division, waited completely soaked in the freezing cold on the far bank until the last of his men arrived. Still on the other side, however, were the wounded, who could not cross. The entire bank was littered with discarded small arms, items of equipment and parts of uniforms.

Generals Lieb and Gille and Oberst Dr. Hohm arrived and attempted to establish a semblance of order and organize a crossing. A heavy tractor was driven into the river to serve as the basis for a crossing. It was rolled away by the current, however, and other pieces of equipment which had been pushed in behind it were also swept away. The men formed teams of swimmers and non-swimmers, but the non-swimmers were pulled away by the current and went under. Many tried to ride across on horses and were swept downstream, others crawled out onto the ice and went through.

For those who were fortunate enough to make it across, as soon as they emerged from the water the uniforms froze to their bodies. And they had still not reached safety. The long, open line of hills south of Lysyanka lay under artillery and tank fire. Under enemy fire, thousands of men, some in frozen uniforms, some half dressed and some completely naked, ran through the snow toward the distant houses of Lysyanka-East.

When the 1st Panzer Division learned of the dreadful situation on the river side of the bridgehead from the first half-dead survivors, it immediately dispatched a party of panzergrenadiers with a platoon of tanks. Parties of guides tried to direct the still arriving and swelling masses of men along the riverbank toward the bridges at Lysyanka. However, the reigning atmosphere of panic prevented an orderly evacuation. Under the covering fire of two Panther tanks, which drove away the Soviet T-34s, the armored engineers threw makeshift bridges across the river at various locations for those units still on the other side as well as for stragglers to cross.

Aftermath
For the soldiers escaping from the pocket, reaching the 1st Panzer Division's bridgehead did not mean an end to their flight. Lysyanka could not be held. There was time for a little sleep before the exhausted men set out the next day to march the many kilometers to the actual German front and the first rations distribution centers and, finally, the planned reception area. In long columns, half frozen, tired and hungry, but lucky to have escaped the pocket, they withdrew through the barely 600-meter-wide "corridor" along the road from Lysyanka. They were threatened from both sides and under fire from Soviet artillery. German tanks covered the flanks.

During the night the 57th and 88th Divisions had held the pocket's northern front in heavy fighting, including Hill 192, covering the rear of the withdrawal. After dawn they continued to hang on, holding off the pursuing enemy. Both division commanders agreed to disengage from the enemy during the course of the day and break out. Splitting up into small groups, the two units were able to work their way through the Russian blocking units with comparatively light casualties, reaching the river by about midnight. Taking advantage of the crossings which had been built, they were thus spared the task of swimming the icecold Gniloy-Tikich.

After a number of the seriously wounded had been flown out in transport aircraft, late in the evening more than 1,500 sick and wounded set out in horse-drawn columns from Lysyanka-South toward the rear through Bushanka, likewise under the protection of German tanks. There Dr. Königshauser and his assistants worked at an aid station until the last casualty had been tended to and evacuated.

The German panzer divisions held their positions for another two days in order to wait for the last of the rearguard. Courageous Ju 52 crews landed near Lysyanka on hastily-fashioned landing strips, which resembled ploughed fields more than runways, often under artillery fire, to evacuate numbers of sick and seriously wounded soldiers. Individual groups escaping from the pocket continued to arrive near Oktyabr and Lysyanka.

Oktyabr had to abandoned for good at 19:00. It was not expected that anyone else would come out of the pocket and the enemy pressure was increasing. The bridgehead around Lysyanka was still being held by twelve Panzer IVs and Vs and a few damaged tanks dug in as anti-tank guns. As well there were about eighty panzergrenadiers, three squads of armored pioneers and a forward observation section from the artillery - that was all.

Conclusions
Following the reception and evacuation of the troops from the pocket the four German panzer divisions had to pull back. It was high time too - the withdrawal route already lay under heavy enemy fire. The survivors from the pocket were assembled in prepared reception camps north of Uman - from the approximately 56,000 who had been trapped in the pocket. There are no exact figures, and various sources do not agree. It had not become a second Stalingrad, but two German army corps had ceased to exist and the better part of six divisions, which were soon to be bitterly needed, had been destroyed.

The bitterness of the fighting was reflected in the total of 140 enemy tanks and about 70 heavy anti-tank guns destroyed by the 1st Panzer Division. But many members of the panzer divisions had paid for the relief effort with their lives. Armored Battle Group Frank of the 1st Panzer Division had three to five tanks left as well as about seventy-five men of the 113th Panzergrenadier Regiment's 1st Battalion and the attached unit of the "LAH," plus a few pioneers. The other panzer divisions were not much better off. 1st Battalion, 64th Panzergrenadier Regiment of the 16th Panzer Division had left two officers and twenty-eight men - from an entire battalion!

Exacerbating Manstein’s difficulties was the fact that the German High Command had recognized that Anglo-American forces would make the long-advertised invasion of Europe in the spring or early summer. Thus, Keitel and Jodl persuaded Hitler not to withdraw the refitted, reorganized German divisions from France and Belgium but rather to build up German forces in the west to defeat the invasion. Such a German victory would then allow the Wehrmacht to turn its full military power against the Soviet Union. Thus, over the course of the winter fighting in the Ukraine, the OKW lost only one division (from Norway) and three regiments of recruits.

Having escaped a twenty-one day battle of encirclement, the ten-thousand German soldiers were not fit for action for some time, and their faith in the highest levels of German command had been severely shaken. The two corps had also lost their entire complement of armaments, equipment, vehicles and horses.

Hitler's totally absurd plan for a German offensive toward Kiev had failed at the outset, and his authorization for a breakout from the pocket had been given far too late. The enemy could no longer be stopped. The Soviet flood broke loose again, overwhelming the entire Ukraine, and soon reached the Dnestr.

The Russians moved on ahead, crossing the Bug and Dniester rivers. Such was its vast preponderance in both men and matériel that the Red Army could afford to engage the entire German force along a line, and then wait to see where the gaps appeared before striking again and again. Yet throughout this losing battle the Germans’ camaraderie and esprit de corps allowed them to continue to make withering counter-attacks, which any less resilient soldiers than the Russians could probably not have withstood.

If Russian troops had broken and run in the way that Western troops sometimes did, for example in the opening stages of the battle of the Bulge, they would have been shot by the NKVD. “Who but us could have taken on the Germans?” asked Konstantin Mamerdov, a Soviet soldier at this time. It was meant rhetorically, because the answer was: probably no one.

Because on this occasion, unlike Stalingrad, the advancing Soviet units were unable to drive back the German front a substantial distance away from their ring, the Germans succeeded in driving a relief column close to the pocket. And again unlike Stalingrad, when that column came close, the encircled units moved to break out. However hard the desperate Germans fought, the whole experience showed two things clearly. The initiative was now wholly with the Red Army, and the shock of the Stalingrad experience had made a deep impression on the thinking and the conduct of the German army.