By the end of December 1943—with Kiev (Reference Map) retaken by the enemy and a Russian bulge extending as far west as Zhitomir— the German forces in the Dnepr bend were ordered to hold their positions at all costs. XLII Corps (Map 4), on the right flank of First Panzer Army, had been under persistent enemy attack since 26 December when some of the Russian forces recently engaged in the battle for Kiev were shifted south and renewed their pressure against the corps sector. To the right, Eighth Army's XI Corps, the 5th SS Panzer Division Wiking as its left flank, was likewise engaged in heavy defensive fighting along its entire front. Both corps had the specific mission of continuing to hold their front lines against superior Russian forces in order to assure a favorable base for a projected German counteroffensive. To the left of XLII Corps, VII Corps had been operating against the flank of the Russian bulge. Since about 20 December the corps had been attacking in a westerly direction, but without achieving any significant results.

The situation of XLII and XI Corps, their most advanced elements fighting along the Dnepr and their long exterior flanks inadequately secured, was certain to invite attempts by the enemy to encircle and annihilate both corps. As early as mid-December the commander of XLII Corps had requested authority to fall back behind the Ross River. This would have meant that, instead of having to defend a frontage of seventy-five miles with two divisions, the corps would have been able to occupy a shortened defensive position behind a natural obstacle. However, that request was turned down.

Nevertheless, XLII Corps had taken a few precautionary measures during December. Two rear positions had been prepared north of the Ross River, east of Boguslav, which were to prove very useful later on in the withdrawal of the corps toward the south. Also, all food stocks of the former German civil administration in the corps area had been evacuated south of the Ross River, a move that turned out to be of decisive importance as these provisions soon became the sole source of supply for the German pocket forces.

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Day after day, from the end of December 1943 until 24 January 1944, Russian infantry, often supported by tanks, attacked the positions of XLII Corps. From mid-January on the enemy's main effort was clearly directed against the left flank of the corps. On 25 January Soviet forces launched a large-scale attack against the adjacent VII Corps whose right flank division fell back toward the southeast and south, so that by the end of the same day the roads leading to the flank and rear of XLII Corps were open to the enemy. Over these roads the pursuing Russians pressed forward via Medvin toward Boguslav and Steblev.

Simultaneously, XI Corps had suffered enemy penetrations on the right boundary and at the center of its sector. To escape the danger of envelopment and keep its front intact, the corps withdrew its right wing and center toward the west and northwest where it was eventually to form the eastern front of the German pocket.

Before 24 January most enemy attacks against XLII Corps were blocked or repelled. These engagements, both in terms of battle casualties and lowered physical resistance of individuals, drained the fighting strength of the German forces. Their commanders were under constant pressure, trying to seal off the daily penetrations by virtually uncovering other sectors which were not under heavy attack and by using all available trucks, horses, and horse-drawn carts to shift their units to the threatened points. Initially, each of the two divisions on line with a troop strength of six battalions had to defend a frontage of 35 to 40 miles, with weak artillery support and without tanks. Except for the Ross River sector, the area in which they were committed was almost completely flat and offered few terrain features favoring the defense.

From mid-December 1943 until its breakout from the pocket on 16 February 1944, XLII Corps was actually never in a position to offer effective resistance to a far superior enemy who attacked with numerous tanks; if it could not dodge enemy attacks by timely withdrawal, it was constantly threatened by Russian penetrations of its lines. Authority for any withdrawal, however, could only be granted by Adolf Hitler in person, and no such decision could be obtained in less than twenty-four hours. One can easily visualize the difficulties, mounting from day to day, which the corps had to face under these circumstances.

The Russian attacks on 25 January and the following days had produced a deep penetration separating XLII and VII Corps. With its left flank and rear threatened by the enemy, XLII Corps was forced to establish a new front along the general line Boguslav-Steblev. For a short time it appeared that VII Corps would be able to close the gap and restore the situation, but after a few days, as the Russians

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succeeded in widening their penetration, it became evident that VII Corps was rapidly withdrawing toward the southwest. At this stage the German forces east of the Russian salient were ordered for the first time to make preparations for fighting their way out of the encirclement that was now taking shape. A breakout toward the west was clearly out of the question, thus southeast or due south were the only possible directions. During the first few days of February, however, another Russian penetration turned the right flank of XI Corps and made its position untenable. With its center withdrawing west and its right wing northwest the entire corps was rapidly moving away from its neighboring units adjacent to the southeast. In that area, too, a continuous German front had ceased to exist, and a breakout in that direction was no longer possible.

Moreover, since 28 January the sole supply roads leading to XLII; and XI Corps (via Shpola and Zvenigorodka) had been cut. Supply by air was requested and furnished. By 6 February, XLII and XI Corps were completely encircled.

In shifting its main effort toward the south, XLII Corps had been forced to weaken its northern and western fronts which were now slowly giving ground. This development, together with the withdrawal movements of XI Corps on the right, led to a gradual shrinking of the pocket, which in turn resulted in greater concentration— an important prerequisite for the eventual breakout from encirclement.

At the same time, it had become evident that the surrounded German units could escape annihilation only if they succeeded in breaking through the enemy lines on the southern front of the pocket. In weeks of defensive fighting, however, they had suffered excessive casualties, and the forces that would have to be used for such an operation were obviously incapable of getting through the Russian encirclement on their own; it was clear that the breakout attempt would have to be supported by a relief thrust from the outside. Accordingly, the encircled units were informed that III Panzer Corps, located about twenty-five miles southwest of the pocket, would launch an attack toward Morentsy in order to establish a forward rescue position. Simultaneously, another panzer corps at about the same distance due south of the pocket was to thrust north in the direction of Olshana.

On 6 February, in a radio message from Eighth Army, D Day for the breakout and rescue operation was set for 10 February. Because of the sudden start of the muddy season, however, the date had to be postponed for nearly a week. In order to establish unity of command inside the pocket, the two encircled corps were placed under the control of General Stemmermann, the commander of XI Corps, and designated Force Stemmermann.

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Meanwhile, repeated Russian attacks—from the southeast against Korsun and Shenderovka, and from the west against Steblev—had threatened to split up the German pocket. Although all of these enemy thrusts were repelled, they further reduced the forces available for the breakout and had a detrimental effect on the morale of the encircled troops.

On 14 February elements of XLII Corps succeeded in taking Khilki and Komarovka (Map 5), two to three miles west of Shenderovka, and thus reached a favorable jump-off line for the final break-through. It was high time indeed: The gradual restricting of the pocket had resulted in a dangerous massing of troops. The entire German-held area was now within range of the Soviet artillery; volume and intensity of enemy fire seemed to be merely a question of how much ammunition the Russians were willing to expend. It was feared that at any moment German casualties might amount to an unbearable level. The Russians themselves, however, were hampered by snowstorms and poor road conditions and could not use their artillery to full advantage. Thus the German troops inside the pocket were able to rally for their last effort.

The breakout began, as ordered, on 16 February at 2300. Jumping off from the line Khilki-Komarovka, three divisional columns struck in a southwesterly direction; their mission was to reach the forward rescue position established by the leading elements of III Panzer Corps at Lisyanka and Oktyabr, and to join forces with First Panzer Army.


The composition of the two German corps encircled in the pocket west of Cherkassy was as follows:

XI Corps consisted of three infantry divisions, the 57th, 72d, and 389th Divisions, each without tanks, assault guns, or adequate antitank weapons. Of these only the 72d Division was capable of aggressive combat. The two other divisions, with the exception of one good regiment of the 57th, were unfit for use in the attack. The 5th SS Panzer Division Wiking was part of XI Corps until the end of January. Corps troops comprised one assault gun brigade of two battalions totaling six batteries, and one battalion of light GHQ artillery.

XLII Corps included Task Force B, the 88th Infantry Division, and, from the end of January, the SS Panzer Division Wiking. Task Force B was a cover name given to the 112th Infantry Division to hide its identity. Although the unit carried a corps standard, it was an ordinary infantry division consisting of three regiments, the normal complement of artillery, a strong antitank battalion, but no tanks or assault guns. Now at about four-fifths of its authorized strength,

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Task Force B had the combat value of one good infantry division. The 88th Division had been badly mauled during the preceding engagements. It consisted of two regiments totaling five battalions and its artillery was seriously depleted.

In terms of personnel, weapons, and equipment the 5th SS Panzer Division Wiking was by far the strongest division of XLII Corps. It was fully equipped as an armored division and consisted of two armored infantry regiments, one tank regiment with a total of 90 tanks, the Belgian volunteer brigade Wallonien organized in three battalions, and one replacement regiment of about 2,000 men. Accurate strength reports from that division could not be obtained; its effective strength before the breakout was estimated at about 12,000 men.


The tactical situation between 28 January and 16 February, as described above, was modified by a number of developments inside the pocket. A record of these events is found in excerpts from the diary kept by the commander of XLII Corps up to the time of the breakout:

28 January

Communications to the rear along the road Shpola-Zvenigorodka have been cut. We are encircled. First Panzer Army to restore communication routes. Our defensive mission remains unchanged. Telephone request to Eighth Army: "Mission requires maintaining northeast front against strong enemy pressure. Russian advance against Steblev necessitates main effort on southern sector. Request authority for immediate withdrawal of northern and eastern fronts. This will permit offensive action toward southwest and prevent further encirclement and separation from XI Corps."

29 January

Radio message from Eighth Army: "Prepare withdrawal in direction Rossava up to Mironovka-Boguslav. Be ready to move by 1200 on 29 January upon prearranged signal. Authority for further withdrawal likely within twenty-four hours. Report new situation."

Requested additional ammunition for artillery and small arms. Food supplies in the pocket are adequate. XI Corps under attack by strong Russian tank forces. Several of its regiments reduced to 100 men. Air supply beginning to arrive. Evacuation of casualties too slow. More than 2,000 wounded have to be removed.

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31 January

Message from Eighth Army: XLVIII Panzer Corps will attack on 1 February toward Lozovatka [three miles northwest of Shpola] to relieve enemy pressure against XI Corps.

1 February

Daily losses 300 men. Fighter protection inadequate. Ammunition and fuel running low.

2 February

Air supply improving. Radio message from Eighth Army: "Withdrawal of north front approved. Prepare for main effort on eastern flank of south front. Vormann [general commanding XLVIII Panzer Corps] is continuing the relief attack from the south. Breith [general commanding III Panzer Corps] will attack 3 February from southwest."

3 February

Air supply continues to improve. Unfortunately several transport aircraft with wounded aboard were shot down on the return flight. Have requested that air evacuations be made at night only unless adequate fighter protection can be provided. Message from Army: "To strengthen southern sector, occupy proposed line without further delaying action at intermediate positions."

4 February

Made a determined effort to take Boguslav. Commander of Task Force B seriously wounded. Now all the division commanders are artillerymen, including the present SS big shot. The north front is tottering. Russian tanks today captured a medium battery of Task Force B that was firing from every barrel without being able to score a single hit. Evidently we have too few experienced gunners. By nightfall our line is restored. Daily ammunition expenditure of the corps 200 tons. Casualties still 300 per day. This cannot go on much longer. Have requested 2,000 replacements, also 120 tons additional ammunition per day.

5 February

Radio message from Eighth Army: "Prepare breakout for 10 February. Further instructions follow."

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7 February

Radio message to Eighth Army: "Roads deeply mired. Will require more time for breakout preparations." Message from Eighth Army: "At time of breakout the following units will attack from the outside: XLVIII Panzer Corps toward Olshana, III Panzer Corps toward Morentsy. Pocket force will effect initial break-through and, covering its flanks and rear, concentrate its entire strength in attack across the line Shenderovka-Kvitki toward Morentsy, to link up with armored wedge of relief forces. Regrouping must be completed in time to permit breakout on 10 February. Final decision will depend on progress of armored spearheads. Situation does not permit further delay."

Stemmermann [general commanding XI Corps] assumes command of both corps in the pocket. Report to Army that because of road conditions attack impossible before 12 February.

Had a look at the 110th Grenadier Regiment and Task Force B. Morale of troops very good. Rations plentiful. Enough sugar, sausage, cigarettes, and bread to last for another ten days. Army Group Commander radios that everything is being done to help us.

8 February

Radio message to Eighth Army: "Artillery, heavy weapons, and horse-drawn vehicles of 72d, 389th, and Wiking Divisions, as well as hundreds of motor vehicles of Wiking carrying many wounded, are stuck in the mud at Gorodishche. Withdrawal from line held today, to effect regrouping, would involve intolerable losses of men, weapons, and equipment. Line must be held at least twenty-four hours longer."

Today I saw many casualties, including four officers; ordered more careful evacuation of wounded, and destruction of all classified documents we can possibly get rid of.

9 February

Generals Zhukov, Konev, and Vatutin have sent an emissary, a Russian lieutenant colonel, who arrived with driver, interpreter, and bugler at the position of Task Force B to present surrender terms for Stemmermann and myself. He is treated to champagne and cigarettes, receives no reply. Ultimatum remains unanswered.

Forces for breakout dwindle from day to day. Inquiry from Army High Command about Leon Degrelle, commander of Brigade Wallonien. He is a young man, Belgian; I saw him a few days ago among his men. They are likeable fellows, but apparently too soft for this business.

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Approach of relief forces delayed by necessary regrouping. Nevertheless Army now insists we break out on 12 February. Much as we would like to, we cannot do it by then. In this mud the infantry cannot possibly cover more than a thousand yards per hour.

10 February

My old division commander of 1940, General von Seydlitz [Ed.: Captured at Stalingrad by the Russians. Thereafter leader of the National Committee "Free Germany" composed of German officers in Russian hands.] today sent me a long letter delivered by aircraft: He thinks I should act like Yorck during the campaign of 1812 and go over to the Russians with my entire command. I did not answer.

Army inquires whether breakout in direction Morentsy still feasible, or whether the operation should rather be directed via Dzhurzhentsy-Pochapintsy toward Lisyanka. Reply to Army: "Lisyanka preferable if Breith [III Panzer Corps] can reach it. Situation on east front critical. Several enemy penetrations. For the past forty-eight hours XI Corps unable to establish new defense line. Troops badly depleted and battle-weary. XLII Corps front intact. We are attacking south of Steblev. Serious danger if east front cannot be brought to a halt. XLII Corps will break through in direction Lisyanka. The troops are well in hand. Early advance of Breith toward Lisyanka decisive."

Reply from Army: "Thanks for comprehensive information. In full accord concerning new direction of breakout. Breith will attack 11 February in direction of Lisyanka. Will do all we can. Good luck."

Seydlitz today sent me fifty German prisoners with letters to their commanders; in addition they are supposed to persuade their comrades to go over to the enemy. I cannot understand Seydlitz. Although the events at Stalingrad must have changed him completely, I am unable to see how he can now work as a sort of G-2 for Zhukov.

12 February

Breith has reached Lisyanka. Vormann is advancing in direction of Zvenigorodka. Our infantry has taken the northern part of Khilki. [Map 5] The regimental commander leading the attack was killed in action. So goes one after another. XI Corps has taken Komarovka. The Russians, according to intercepted signals, are about to attack our left flank. Radio message to Army: "Absolutely necessary that Breith advance to Petrovskoye as quickly as possible, in order to effect link-up. Speed is essential. Forward elements of XLII Corps now at Khilki." Reply from Army: "Vor- 

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mann southeast of Zvenigorodka. Breith will attack 13 February with strong armored wedge in direction Dzhurzhentsy."

Was at Khilki this afternoon. Things look bad. Our men are exhausted. Nothing gets done unless officers are constantly behind them. Am now keeping my horses inside the hut; they are in better shape than I. My orderly is burning my papers and giving away my extra uniforms.

13 February

Another message from General von Seydlitz, this time addressed to the commander of the 198th Division. Not bad: they think we are stronger than we really are. The letter was attached as usual to a black, red, and white pennant [German colors] and dropped from a plane. These people never fail to find my headquarters.

Breakout further delayed because of heavy enemy attacks against XI Corps' east front. Radio message to Army: "Concentration for breakout prevented by heavy Russian flank attacks and final mopping up at Shenderovka. Will shorten east front, involving evacuation of Korsun, during night of 13-14 February. Forces thereby released will not be available for breakout before 15 February. Intend to continue attack throughout 14 February. Breakthrough of Breith's armored force toward Petrovskoye indispensable to success."

Reply from Army: "Breith under orders to thrust toward Petrovskoye. His forward elements now on line Lisyanka-Khichintsy." Have requested strong fighter protection for 14 February. Russian strafing attacks are getting increasingly serious in view of the growing congestion in the pocket. I am most afraid that Army cannot comply with this oft-repeated request.

14 February

Breith will have to arrive soon. Last night the Luftwaffe dropped ammunition over the Russian lines instead of ours. Now they are trying to put the blame on us, claiming the drop point was inadequately lighted.

Stemmermann has just issued orders for the breakout. The date: 16 February. Radio message to Army: "North front will be withdrawn during the night of 14-15 February to the south bank of Ross River. Main attack ordered for 16 February. Further advance of tank force for direct support absolutely necessary."

We are destroying all excess motor vehicles and equipment. I have prohibited burning.

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15 February

Our pocket is now so small that I can practically look over the entire front from my command post, when it is not snowing. Enemy aircraft are hard at work; lucky for us it is snowing most of the time. I was once more at Khilki to reconnoiter the terrain selected for the breakout. Then issued final order. Since this morning there is trouble at the SS Division. The Walloons and the Germania Regiment are getting fidgety. They must hold only until tomorrow night.

Final instructions from Stemmermann: We are to jump off on 16 February at 2300, with Task Force B. 72d Division, and SS Panzer Division Wiking from Khilki-Komarovka across the line Dzhurzhentsy-Hill 239 to Lisyanka; 57th and 88th Divisions will cover the flanks and the rear.

With me, at my command post, are the three division commanders with whom I am supposed to perform the miracle tomorrow. One of them is doing this for the first time, the two others are old hands.

I left no doubt in their minds that, in my opinion, this is going to be one giant snafu, and that they should not get rattled, no matter what happens. You need a guardian angel to bring you through this kind of thing.

Have given my second mount to my G-3. His Panje horse will be used by the G-2.

16 February

Ample supply of ammunition dropped in aerial delivery containers as late as last night. In this respect we are now well off— if we can take it along.

After consulting Stemmermann I decided to hand over to the Russians some 2,000 wounded together with medical personnel and one doctor from each division. This is a bitter decision, but to take them along would mean their certain death.

Saw Stemmermann once more to say good-bye. My orderly takes my diary; he is a crafty fellow and will get it through somehow.


On the evening of 15 February, at his command post at Shenderovka, the commander of XLII Corps had issued verbal and written instructions to his division commanders. The breakout order for XLII Corps read, in part, as follows:

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For days the enemy has been attacking continuously along our entire defense perimeter, with tanks and infantry, in an attempt to split up the pocket and destroy our forces.

At 2300, on 16 February, Task Force B. 72d Division, and 5th SS Panzer Division Wiking will attack in a southwesterly direction from the line Khilki-Komarovka, break the enemy's resistance by a bayonet assault, and throw him back in continuous attack toward the southwest, in order to reach Lisyanka and there to join forces with elements of III Panzer Corps. Compass number 22 [Ed.: The magnetic compass carried by the German soldier had 32 consecutively numbered gradations. Number 22 equals an azimuth of about 236°.] indicates the general direction of the attack. This direction is to be made known to each individual soldier. The password is: "Freedom" [Freiheit].

For the attack and breakout each division will be organized in five successive waves, as follows: First wave: one infantry regiment reinforced by one battery of light artillery (at least eight horses per gun, plus spare teams) and one engineer company. Second wave: antitank and assault gun units. Third wave: remainder of infantry (minus one battalion), engineers, and light artillery. Fourth wave: all our wounded that are fit to be transported, accompanied by one infantry battalion. Fifth wave: supply and service units.

The rear guard, under the direct command of General Stemmermann, will be formed by the 57th and 88th Divisions, which will protect the rear and the flanks of the forces launching the breakout attack. By 2300 on 16 February, the rear guard divisions will withdraw from their present locations to a previously determined defense line; further withdrawals will be ordered by General Stemmermann, depending on the progress of the breakout.

The entire medium artillery and certain specifically designated units of light artillery will support the attack. They will open fire at 2300 on 16 February, making effective use of their maximum range. Subsequently, all artillery pieces are to be destroyed in accordance with special instructions.

The radios of each division will be carried along on pack horses. To receive signal communications from corps, each division will, if possible, keep one set open at all times, but in any event every hour on the hour. The corps radio will be open for messages from the divisions at all times.

The corps command post will be, until 2000, 16 February, at Shenderovka; after 2000, at Khilki. From the start of the attack the corps commander will be with the leading regiment of the 72d Division.

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The order was explained orally to the division commanders, and all details of the operation were carefully gone over, especially the difficult relief of the SS Division near Komarovka by the 57th Division, whose GO was present during the briefing conference.


Despite persistent enemy attacks against the pocket perimeter, constant Russian shelling of Komarovka, Khilki, and Shenderovka, churned up roads, and numerous traffic bottlenecks, the German forces inside the pocket were able, by 2000 on 16 February, to report their readiness for the breakout. Determination was the prevailing mood. Apparently the large majority of the troops was not influenced by Russian propaganda, nor by the hundreds of leaflets dropped from Russian planes on behalf of the Free Germany Committee (General von Seydlitz)—they wanted to fight their way through.

Shortly after 2000, the commander of XLII Corps appeared at the command post of the 105th Grenadier Regiment which was to spearhead the attack of 72d Division. He was on horseback, accompanied by members of his staff, several aides, and radio operators with their equipment. The events that followed are illustrated by a personal account of the corps commander, written from memory at a later date, and presented here in his own words:

By 2300 the regiment—two battalions abreast—started moving ahead, silently and with bayonets fixed. One-half hour later the force broke through the first and soon thereafter the second Russian defense line. The enemy was completely caught by surprise. Prisoners were taken along. Not until the following day did it become evident that the Russians, under the protection of heavy snowfall, had pulled out most of their troops from the south front of the pocket in order to use them in an attack, on 17 February, from the area west of Steblev.

The advance toward the southwest continued. No reports from either Task Force B on the right or the 5th SS Panzer Division on the left. That they were making some progress could only be inferred from the noise of vehicles due north and south of us, and from the sounds of firing that indicated the location of their leading elements. Over roadless, broken terrain traversed by numerous gullies, our march proceeded slowly. There were frequent halts. Here and there, men and horses suddenly disappeared, having stumbled into holes filled with deep snow. Vehicles had to be dug out laboriously. The slopes were steeper than could be presumed from looking at the map. Gradually the firing decreased until it broke off entirely by 0200. About two hours later the leading elements 

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of 72d Division were approximately abreast of Dzhurzhentsy. Still no reports from Wiking and Task Force B. I could not give them my position by radio because by now my headquarters signal unit was missing and could not be located.

Shortly after 0400 enemy tanks ahead opened fire. They were joined by Russian artillery and mortars operating from the direction of Dzhurzhentsy, at first without noticeable effect. The firing increased slowly but steadily, and was soon coming from the south as well. We began to suffer casualties. The advance, however, continued. By about 0600 the leading units reached a large hollow southeast of Dzhurzhentsy. Enemy fire, getting constantly heavier, was now coming from three directions. Elements of Wiking could be heard on the left, farther back. No message, and not a trace of Task Force B. Day was dawning. The difficult ascent out of the hollow began. The climb was steep and led up an icy slope. Tanks, guns, heavy horse-drawn vehicles, and trucks of all kinds slipped, turned over, and had to be blown up. Only a few tanks and artillery pieces were able to make the grade. The units lapsed rapidly into disorder. Parts of the Wiking Division appeared on the left.

Between 0700 and 1000 the 72d Division made several attempts to mount a co-ordinated attack toward southwest. It did not succeed. The few guns and most of the tanks that were still firing were soon destroyed by the enemy. Armored cars and motor vehicles suffered the same fate. Except for a few tanks that had managed to keep up, there were now only soldiers on foot and on horseback, and here and there a few horse-drawn vehicles, mostly carrying wounded.

In the protection of a ravine I was able to collect a small force of about battalion size, mainly stragglers from Task Force B and the Wiking Division. With them I moved on toward the line Hill 239-Pochapintsy, which was visible from time to time despite the heavy snowfall, and from where the enemy was firing with great intensity. Russian ground support planes appeared, opened fire, and disappeared again. They were ineffective, and did not repeat their attack, probably because of the difficult weather conditions.

There was no longer any effective control; there were no regiments, no battalions. Now and then small units appeared alongside us. I learned that the commanding general of the 72d Division was among the missing. My corps staff still kept up with me, but the aides who had been sent on various missions did not find their way back. On the steep slope northwest of Pochapintsy, defiladed from enemy fire, I found the G-3 of the 72d Division. He reported that infantry units of his division had penetrated the enemy line along the ridge south of Hill 239. Nevertheless, enemy fire was still coming from there, maintained principally by about ten Russian tanks.

Behind and alongside me thousands of men were struggling south-

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west. The entire area was littered with dead horses, and with vehicles and guns that had either been knocked out by the enemy or simply abandoned by their crews. I could not distinguish the wounded; their bandages did not show, as we were all wearing white camouflage clothing. Despite the general confusion and complete lack of control one could still recognize the determination in the minds of the troops to break through toward the southwest, in the direction of III Panzer Corps.

During a lull in the firing I readied my battalion for the attack across the line Hill 239—Pochapintsy which unfortunately could not be bypassed. My staff and I were still on horseback. After leaving the draw that sheltered us against the enemy, we galloped ahead of the infantry and through the gaps between our few remaining tanks, The enemy tank commanders, observing from their turrets, quickly recognized our intention, turned their weapons in our direction, and opened fire. About one-half of our small mounted group was able to get through. The chief of staff and the G-3 were thrown, but later found their way back to us. The greater part of the infantry battalion was still following behind me. While riding through the enemy sector, I noticed a few German soldiers surrendering, but the main body was pushing southwest without letup. Soviet tanks were now firing at us from the rear and quite a few men were still being hit. From the eastern edge of the forest south of Hill 239 came intensive enemy fire. I led my battalion in an attack in that direction and threw the Russians back into the woods. Rather than pursue them into the depth of the forest, we continued advancing southwest, still harassed by fire from Russian tanks.

Gradually, between 1300 and 1500, large, disorganized masses of troops piled up along the Gniloy Tikich River, east of Lisyanka. Units from all three divisions participating in the breakout were hopelessly intermingled. A few medium tanks had been able to get through to the river bank, hut there were no heavy weapons and artillery pieces left. The river, below and above Lisyanka, was 30 to 50 feet wide, had a rapid current, and reached a depth of about 10 feet in most places. The banks were steep and rocky, with occasional shrubs and trees. Several tanks attempted to drive across, but the river was too deep and they failed to reach the opposite bank.

Heavy fire from Russian tanks located southeast of Oktyabr set the congested masses into forward motion. Many thousands flung themselves into the river, swam across, reached the opposite shore, and struggled on in the direction of Lisyanka. Hundreds of men and horses drowned in the icy torrent. An attempt by a small group

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of officers to create an emergency crossing for casualties succeeded only after several hours.

Toward 1600 the enemy fire ceased. I crossed the Gniloy Tikich swimming alongside my horse, traversed the snowy slope southeast of Lisyanka which was covered with moving men, and finally reached the town. There I found the commander of the 1st Panzer Division, the forward element of III Panzer Corps. I learned that no more than one company of armored infantry and three companies of tanks of 1st Panzer Division were now at Lisyanka, while one armored infantry battalion consisting of two weak companies was established at Oktyabr, the village immediately north of Lisyanka.

A reinforced regiment of Task Force B had made its way into Lisyanka, and I received the report that the commander of Task Force B had been killed in action. Next, the chief of staff of XI Corps appeared; he had lost contact with General Stemmermann in the morning of 17 February, while marching on foot from Khilki to Dzhurzhentsy. He reported that the rear guard of the pocket force was in the process of withdrawal and that some of its units would soon appear.

I assumed command of what was left of Force Stemmermann. By now the situation was the following: The 72d and Wiking Divisions were completely intermingled. No longer did they have any tanks, artillery, vehicles, or rations. Many soldiers were entirely without weapons, quite a few even without footgear. Neither division could be considered in any way able to fight. One regiment of Task Force B was intact and still had some artillery support. However, this regiment also had no vehicles and no rations left. All wounded, estimated at about 2,000, were being gradually sheltered in the houses of Lisyanka, and later were evacuated by air.

For lack of vehicles and fuel, III Panzer Corps was unable to reinforce its units in the area of Lisyanka and Oktyabr. The corps commander, with whom I conferred by telephone, informed me that he had been forced to assume the defensive against heavy Russian attacks from the northwest in the area immediately west of Lisyanka. He had no extra supplies of any kind, and his forward elements were unable to provide rations for the troops emerging from the pocket. Thus I had to order the pocket force in its miserable condition to move on westward, while I requested supply, evacuation of casualties by air, and the bringing up of vehicles and weapons from the rear.

The march toward the main rescue area continued throughout the night, despite frequent bottlenecks, and was not completed until noon of 18 February. Renewed Russian flank attacks from the

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north endangered the roads to the rear and necessitated further withdrawal southwest and south during the following day. In the afternoon of 20 February, having clarified the question of food supply for the pocket force and dealt with a number of other problems, I was instructed to proceed to headquarters of Army High Command in East Prussia. From that moment on I had no further connection with XLII Corps or Force Stemmermann.

Of the 35,000 men launching the breakout from the pocket about 30,000 successfully fought their way out. 5,000 were killed or captured. The force lost all of its heavy weapons, artillery, tanks, vehicles, horses, equipment, and supplies.