In mid-February 1944 the front of the First Panzer Army extended across the western Ukraine along a general line north of Vinnitsa and Shepetovka, northeast of Ternopol. To the right, north of Uman, was the Eighth Army; to the left, the Second Army. After the two corps encircled west of Cherkassy had made their way out of the pocket (Ch. 4), the front remained quiet until the beginning of March, while the Russians were reorganizing and regrouping their units. Then strong concentrations of Soviet tanks indicated that the enemy was getting ready to resume his attempts at forcing a decision.

The first large-scale Russian attacks, on 4 and 5 March, were directed primarily against the Shepetovka and Uman areas. Because of their great numerical superiority, the Russians succeeded in denting the overextended German lines in many places. While timely German counterattacks on the left flank eliminated the threat of a breakthrough aimed at Proskurov, the enemy was rapidly gaining ground in the Uman area and succeeded, by mid-March, in pushing across the Ukrainian Bug River. Having driven a deep wedge into the German front, the Russians were in a position to threaten the right flank of First Panzer Army. Since there were no German reserves available to close the gap, First Panzer Army was forced to withdraw its entire right wing and establish a new defense line facing east. Under the pressure of continued Russian attacks, planned withdrawals were also carried out on the central sector until the right flank of First Panzer Army was finally anchored on the northern bank of the Dnestr River east of Mogilev-Podolskiy.

On the left boundary of First Panzer Army, west of Proskurov, strong Russian armored units soon accomplished another breakthrough. On 22 March five armored corps followed by infantry poured south between the Zbruch and Seret Rivers, and two days later crossed the Dnestr in the direction of Chernovtsy. Since the enemy had also pushed across the river farther east, in the area of Yampol 

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and Mogilev-Podolskiy, First Panzer Army was now contained in a large semicircle north of the Dnestr. Hitler's explicit orders prohibited any further withdrawal and eliminated the possibility of a more flexible defense which might have established contact with other German forces to the east or the west. As could be expected, the two Russian forces, after crossing the Dnestr, linked up under the protection of the river line in the rear of First Panzer Army. By 25 March the encirclement was complete.

As in all similar situations, the first threat to make itself felt came when the last supply lines into the German salient were cut. Until 25 March First Panzer Army still had one supply route open, which led south across the Dnestr bridge at Knotin and was protected by a strong bridgehead on the southern bank of the river. Over this route all staffs and units that could be dispensed with were moved to the rear, and every nonessential user of supplies and equipment was taken out of the pocket before the ring was actually closed. As soon as it became evident that no more supplies could be brought up, stock was taken inside the pocket. While ammunition and rations were sufficient to last for about another two weeks, fuel reserves were found to be critically low. First Panzer Army therefore immediately requested supply by air and restricted the use of motor vehicles to a minimum.

All measures taken inside the pocket were made extremely difficult by unfavorable weather. At first snowstorms and snowdrifts hampered the air supply operation and obstructed movements on the ground. Then, practically over night, the snow began to melt, and the roads quickly turned into bottomless morasses. The supply of motor fuel, which was flown in over a distance of 125 miles from the nearest German airfield, fell far short of requirements. Time and again vehicles had to be destroyed when they blocked the roads in long, immobilized columns. Finally, only combat vehicles, prime movers, and a few messenger vehicles were left intact.

Having completed the encirclement the Russians, as expected, decreased the intensity of their attacks. Only on the eastern sector enemy pressure remained strong; there was no more than moderate activity in the north; and from the west no attacks were launched against the defense perimeter of First Panzer Army. Apparently the continuous movements of German service units southward across the Dnestr had led the enemy to believe that the First Panzer Army was in full retreat toward the south. The Russians, in an effort that turned out to be a serious mistake, moved more and more units in the same direction on both sides of the pocket. Their lines of communication grew longer and longer, and they began to face difficulties of supply similar to those of the encircled German force.

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In response to enemy pressure from the east and north, First Panzer Army deliberately shortened its front until it ran along a much smaller perimeter north of Kamenets-Podolskiy, assuring a greater concentration of the defending forces and a more efficient use of the limited ammunition supply. Local enemy penetrations were sealed off more easily and break-throughs could be prevented altogether. At the same time First Panzer Army deceived the enemy into believing that by day and by night large-scale evacuations across the river were taking place.

Even before it was completely cut off, First Panzer Army had requested authority to conduct a defense along mobile lines. When this request was turned down and the encirclement became a fact, a breakout remained the only possible course of action short of helplessly facing certain annihilation. Because of unfavorable weather conditions, the quantities of supplies that could be flown in were entirely insufficient to maintain the fighting power of the encircled troops. Relief of the pocket by fresh forces from the outside could not be expected. In this situation the enemy sent a terse demand for surrender, threatening that otherwise all soldiers of the encircled German army would be shot.

The reaction of First Panzer Army was to immediately make all necessary preparations to enable its total force of eight divisions to break out. Once more, in a systematic culling process, the divisions were relieved of all unfit personnel and superfluous equipment, while special arrangements were made with the Luftwaffe to assure that the transport planes bringing in supplies were used to evacuate casualties on their return flights.


The question of the direction in which the breakout should be launched played an important part in all considerations. Was it more advisable to strike toward the west, along the Dnestr, or toward the south, across the Khotin bridgehead an attack in the latter direction would involve the least difficulties, be opposed by the weakest enemy forces, and perhaps permit the withdrawal of the entire German force into Romania. In this case, however, there would be one less panzer army fighting the Russians, at least for some time. West of the pocket several successive river lines constituted natural obstacles in the path of an advance. There, too, the Germans had to expect the strongest concentration of enemy forces along the ring of encirclement. Breaking out in several directions at once was another possibility under consideration; this would have forced the enemy to split his strength in numerous local countermeasures and

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might have enabled some small German groups to make their way back to the nearest friendly lines with the least fighting.

The final decision was to break out to the west, in the direction involving the greatest difficulties, yet assuring a maximum of surprise. Simultaneously, on the outside, another German force was to attack from an area southwest of Ternopol (over 125 miles from the scene) in the direction of First Panzer Army.

Another highly important question was the formation to be adopted for the breakout. Desirable as it might have been to lead off with a strong concentration of armor, it was to be feared that these armored units, intent on making rapid progress, might outrun the infantry and thus break up the unity of the command. The plan of attack, therefore, provided for a northern and a southern force, each consisting of two corps and specifically ordered to form an advance guard of tank-supported infantry and combat engineers, while the main body and the rear guard were to be composed of mobile units. This meant that the entire panzer army would be committed in two parallel formations attacking abreast, with units in column. Control over the operation, of course, could only be exercised from inside the pocket; evacuation of an operations staff via Khotin to the south, in order to direct the breakout from the outside, was out of the question.


On 27 March, having regrouped its forces according to plan and completed all preparations for the thrust across the Zbruch River, First Panzer Army launched its breakout toward the west. Simultaneously, the rear guards on the eastern and northern sectors of the pocket switched to delaying tactics.

In the zone of the northern attack force, the enemy along the Zbruch River was overrun with surprising speed, and three undamaged bridges fell into German hands. The advance of the southern attack force met greater resistance, and considerable difficulties arose as the enemy launched a counterthrust from the west across the Zbruch and was able to force his way into Kamenets-Podolskiy. The loss of this important road hub made it necessary to reroute all German movements in a wide detour around the city, an effort that required painstaking reconnaissance and careful traffic regulation. It was not long, however, until the enemy penetration was sealed on, and in this instance the Germans, themselves surrounded, were able in turn to encircle a smaller Russian force which was not dependent upon air supply and could no longer interfere with subsequent operations. As soon as several strong bridgeheads had been established across the Zbruch River, new spearheads were formed which attacked the Seret

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River line. Thus the panzer army maintained the initiative and kept moving by day and night.

Apparently the enemy was still uncertain about German intentions. Instead of combining all his forces from the eastern and northern sectors in an attempt to pursue and overtake the Germans pushing west, he persisted in attacking the pocket from the east and north, in some instances striking at positions already vacated by the German rear guards. His units southwest of the pocket actually continued to move farther south. Meanwhile, First Panzer Army kept up its westward advance; on 28 March the southern force was able to cut the road leading to Chortkov, severing enemy communication lines in that area; one day later German spearheads reached the Seret River, which they crossed during the following night.

The Russians then began to react. They recalled elements of their Fourth Tank Army from south of the Dnestr and, by 31 March, launched a strong armored thrust toward the north from the area of Gorodenka. As a countermeasure, the southern attack force of First Panzer Army, deployed mainly between the Zbruch and Seret Rivers, assumed the defensive and was able to break up the Russian armored attack. Thereafter, since their supply lines had meanwhile been cut, these Russian units no longer constituted a menace to the German left flank.

A more serious threat existed in the north where Russian forces moving west could have overtaken and blocked the entire right wing of First Panzer Army. However, the enemy did not choose to do so, and the northern attack force continued to advance and was able to cross the Seret without major difficulty.


The last week in March was marked by heavy snowstorms. A rapid thaw followed early in April, with the effect of seriously hampering all movements. Supply during this period continued to be the greatest problem. As the German force kept moving, the planes bringing in supplies had to use different airstrips every night. In the final phase of the operation supplies could only be dropped by air, a procedure that proved wholly inadequate to satisfy the requirements of an entire army. Despite the daily moves of the pocket force, the maintenance of adequate signal communications was assured at all times, primarily by the use of conventional and microwave radio sets.

Since the troops were constantly on the move, launching successive attacks toward the west, they never developed the feeling of being trapped in the slowly tightening grip of an encircling enemy force. Consequently, there were no signs of disintegration or panic, and the number of missing during the entire operation remained unusually

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low. By 5 April the leading elements of both the northern and the southern attack forces reached the Strypa River. On the following day, near Buczacz, they were able to link up with other German units coming from the west.

In two weeks of heavy fighting, but without suffering severe casualties, First Panzer Army had freed itself from enemy encirclement. Rear guard actions continued for a few days and then the Germans succeeded in establishing a new, continuous defense line running from the Dnestr to the town of Brody, which prevented any further advance of the enemy. Moreover, despite their considerable losses in materiel, elements of First Panzer Army were still able to launch an attack southeast across the Dnestr to break up an enemy force which had appeared in the Stanislav area. Enemy equipment captured and destroyed during the entire breakout operation amounted to 357 tanks, 42 assault guns, and 280 artillery pieces.


In its encirclement and breakout, First Panzer Army gained a number of experiences that may be applicable to many similar situations. Whereas in previous wars the double envelopment and encirclement of a unit was tantamount to its annihilation, this is no longer true today. The progressive motorization of ground forces, combined with the possibility of supply by air, tends to do away with this hitherto characteristic aspect of a pocket.

While it is true that the decision to break out from encirclement should not be needlessly delayed, it is equally important to realize that definite plans for the breakout should not be made too early, at a stage when the enemy is still moving and therefore capable of making rapid changes in his dispositions. Once the encirclement is completed, the enemy, since he is now operating along exterior lines, encounters difficulties of supply and communication and has lost much of his initial flexibility.

In an operation of this type surprise is the most important factor, particularly the surprise achieved by choosing an unexpected direction for the breakout. In the example described all movement prior to the encirclement of First Panzer Army had been from north to south. A breakout in the same direction was definitely expected by the enemy, and therefore this would have been the least favorable choice. The direction selected for the German thrust—practically perpendicular to the enemy's lines of advance—offered the best chance of success; the element of surprise actually proved of greater importance than considerations of enemy strength, terrain conditions, and the distance to the nearest German lines.