What happened at the Battle of Rostov in 1941?
In November 1941 the German First Panzer Army under Ewald von Kleist pushed into Rostov-on-Don, the city at the mouth of the Don that German propaganda called the gateway to the Caucasus. At the same time the Soviet Southern Front attacked its northern flank. On 28 and 29 November Soviet troops crossed the frozen Don and broke into the city from the north-east, and the Germans gave it up after holding it for about a week. They fell back to the Mius River, Hitler dismissed Field Marshal von Rundstedt for ordering the retreat, and Rostov became the first major city the Red Army won back.4
Rostov was retaken ten days before Tikhvin and six days before the great Soviet counteroffensive at Moscow began on 5 and 6 December 1941. The rest of the Eastern Front is told in our guide to the Eastern Front of World War II, the battle in the centre in the Battle of Moscow, and the day the counteroffensive began in 17 November in military history.5
The gateway to the Caucasus
Rostov-on-Don stands near the mouth of the Don, on the way from the Ukraine into the North Caucasus. In the autumn of 1941 Hitler gave Field Marshal Gerd von Rundstedt, commander of Army Group South, the task of clearing the Black Sea coast and reaching the Caucasus. Rundstedt told Liddell Hart after the war that the objectives were the line of the Don from Voronezh to its mouth near Rostov, then the Maikop oilfields and Stalingrad on the Volga, and that Hitler brushed aside his warnings about advancing 400 miles beyond the Dnieper.6

Along the Sea of Azov
The road to Rostov had opened in early October. The Encyclopedia of Modern Ukraine records that the German First Panzer Group, renamed First Panzer Army on 6 October, struck south from Dnipropetrovsk, reached the Sea of Azov near Osipenko on 5 October and trapped most of the Soviet 9th and 18th Armies, taking over 100,000 prisoners, 212 tanks and 672 guns. It took Mariupol on 8 October, reached the Mius River on the 12th and Taganrog on the 17th.7
With the Germans at Taganrog, Werth writes, the evacuation began of Rostselmash, the great agricultural machinery works at Rostov, and went on almost to the last minute under German bombing. Werth reported from the Soviet Union for the BBC and The Sunday Times during the war and later wrote one of the first full Western histories of its fighting.8
Kleist's doubts
The commander of the First Panzer Army, Colonel General Ewald von Kleist, told Liddell Hart that even before his troops reached the lower Don it was clear there was no longer time to reach the Caucasus. The Russians were bringing up fresh divisions by rail and road from the east, bad weather bogged the advance down, and his leading troops ran short of petrol. Rundstedt added that his armies on the left had been held back, so that the flank of Kleist's army lay open to Soviet counterattacks from the north.9
Kleist said that his idea was now only to enter Rostov and destroy the Don bridges there, not to hold the city, and that he had already reconnoitred a good defensive position on the Mius and begun to organise it as a winter line.10
Two offensives on 17 November
On the Soviet side the Stavka, the high command in Moscow, had ordered the Southern Front under Colonel General Yakov Cherevichenko to prepare an offensive near Rostov, as one of the attacks meant to draw German reserves away from Moscow. Ziemke and Bauer write that Marshal Semyon Timoshenko had doubled the front's strength in the first half of November with two fresh armies, the 37th Army and the 56th Independent Army.11
Both sides attacked on the same day. The Great Soviet Encyclopedia records that on 17 November the First Panzer Army renewed its attack on the 56th Army, which was defending Rostov from the north-west, while the 37th and 9th Armies and part of the 18th went over to the counteroffensive. Ziemke and Bauer place the Soviet blow about fifty miles north of Rostov and write that the first day's results were discouraging for the Russians: the XIV Panzer Corps stood fast while the III Panzer Corps broke away to the south-east towards the city.12
Rostov taken
The sources do not agree on the day the city fell. The Great Soviet Encyclopedia says that on 20 November the Germans, superior in tanks, broke the 56th Army on the Tuzlov River and on 21 November took Rostov. Ziemke and Bauer also date the capture to the 21st and give it to the SS division Leibstandarte Adolf Hitler. The US Army's 1955 study of the campaign, written with former German officers, says Kleist's army entered the city from the east on 20 November. Werth puts the capture on 19 November, after two days of bitter street fighting.13

The Germans photographed their entry for the press. One picture, now held by the Polish National Digital Archive, shows Panzer III tanks of the advance crossing a snowbound railway line on the way into the city in November 1941.14
By then the Soviet strike group was itself threatening the Germans. The Great Soviet Encyclopedia says that on 21 November it reached the Tuzlov and menaced the flank and rear of the German group at Rostov.15
Holding on for the newsreels
Kleist knew what was coming. On 22 November, Ziemke and Bauer write, he ordered the III Panzer Corps to leave Rostov and go behind the Mius, but cancelled the order the next day after Rundstedt told him that, although he himself approved, Field Marshal von Brauchitsch, the commander in chief of the army, had demanded that the city be held. Giving it up, Brauchitsch said, would have military and far-reaching political consequences, and Hitler was about to stage the renewal of the Anti-Comintern Pact in Berlin on 25 November. Moscow did not change its plan either. On 22 November, according to Ziemke and Bauer, the Stavka told Timoshenko that the loss of Rostov did not cancel the counterattack, and a directive two days later gave the Southern Front the task of destroying the First Panzer Army and retaking the Taganrog and Rostov area. Cherevichenko, aware that he could not outfight the whole panzer army, shifted the weight of his forces from the northern front to the line at Rostov within three days.16
Kleist himself blamed the propaganda. Goebbels, he told Liddell Hart, made so much of the arrival at Rostov, hailed as having opened the gateway to the Caucasus, that his troops were forced to hang on there longer than he had intended. The US Army study says the same: German propaganda celebrated the success so enthusiastically that Kleist felt obliged to hold the city despite mounting Soviet pressure. It adds that Halder noted in his diary that the people at Hitler's headquarters had no idea of the true condition of the troops.17
Under occupation
The first occupation was short and violent. Yad Vashem records that in November 1941 about 50 Jews, mostly women, children and old people, were shot near the building of the former railway administration in Rostov, supposedly in retaliation for the killing of one German soldier. It quotes a letter of 30 November 1941 from three correspondents of the newspaper Izvestiya to Lev Mekhlis, head of the Red Army's political administration: entering the city on 29 November from the direction of Nakhichevan, they found 48 bodies by a destroyed house near the railway administration building, and established that all of them were Jews from the nearby houses.18
Across the frozen Don
The decisive attack came on 27 November. The Great Soviet Encyclopedia says the Southern Front struck at the same time from the north, the east and the south, and the US Army study describes the Soviet forces assaulting the city from three sides on 28 November. Ziemke and Bauer write that by the 28th Cherevichenko had brought up twenty-one divisions against the III Panzer Corps. The German defenders were worn out. Their corps commander, General Eberhard von Mackensen, had reported weeks earlier, Ziemke and Bauer write, that his two divisions, the Leibstandarte and the 13th Panzer, were short of everything from socks to antifreeze and down to between half and two-thirds of their normal strength. During the day on the 28th, as Mackensen expected, Kleist ordered him to give up Rostov.19
The Soviet Information Bureau described the last day as it saw it. On 28 November, its bulletin said, troops of the Rostov front under General Remizov crossed the Don, broke into the southern outskirts and fought the Germans in the streets, and in the night of the 28th to the 29th troops of the Southern Front under General Kharitonov broke through the German defences and entered Rostov from the north-east. The Great Soviet Encyclopedia gives the liberation of the city to the 9th and 56th Armies on 29 November.20
What Moscow announced
Stalin sent a telegram the same day to Timoshenko and Cherevichenko, printed on 30 November on the front page of Zarya Vostoka, the party daily in Tbilisi. He congratulated them on the victory and the liberation of Rostov, and greeted the 9th and 56th Armies, led by Generals Kharitonov and Remizov, which had raised the Soviet banner over the city. Two days later the same paper reprinted Pravda's leading article of 30 November, which called it joyful news.21
The bulletin claimed more than the Germans ever admitted. It said that the group of General Kleist, made up of the 14th and 16th Panzer Divisions, the 60th Motorised Division and the SS division Viking, had been completely routed, that the Germans had left more than 5,000 dead on the field and were retreating in disorder towards Taganrog. Ziemke and Bauer, working from the German records, name the Leibstandarte and the 13th Panzer Division as the two divisions of the corps that held Rostov.22
A field marshal dismissed
When Hitler returned to his headquarters in East Prussia early on 29 November, Ziemke and Bauer write, he found waiting for him the rarest kind of news so far in the war: German troops were retreating. On the morning of the 30th Kleist ordered his whole right flank, including the III Panzer Corps, back to the Mius River, about forty-five miles west of Rostov. Hitler would not have it. In an afternoon interview on the 30th, using accusations and invective, he pressed Brauchitsch to make Rundstedt delay the withdrawal. Rundstedt refused and offered his resignation, and Hitler dismissed him early the next day and named Field Marshal Walter von Reichenau in his place. Rundstedt's own account, given to Liddell Hart, is close: he wired back that it was nonsense to hold on where they were, adding that if his view was not accepted they must find someone else to command, and that same night the reply came that his resignation was accepted. He left the Eastern Front on 1 December.23
The sources differ on who finally gave up the city. Ziemke and Bauer have Kleist order its evacuation on the 28th, while Rundstedt was still in command. The US Army study of 1955 says that Reichenau was forced to abandon Rostov when the Soviet forces attacked from three sides, and that on 1 December Hitler at last agreed to the withdrawal to the Mius. Ziemke and Bauer write that Reichenau, after insisting through 1 December that he could hold a line east of the river, gave in at dark.24
On 2 December Hitler flew to Kleist's headquarters at Mariupol, with Reichenau, and met Kleist and the commander of the Leibstandarte, Josef Dietrich. Ziemke and Bauer think he wanted assurances that Rostov could not have been held and that the Mius line would be. Rundstedt told Liddell Hart that Hitler, after seeing the situation, changed his mind and sanctioned the step back.25
The Mius line
The Soviet advance stopped at the river. The Great Soviet Encyclopedia says that the Southern Front was too weak to complete the encirclement of the First Panzer Army, that the Germans kept a narrow corridor along the Gulf of Taganrog, and that after they had brought about four divisions to the Mius from other sectors, the Soviet troops reached the river on 2 December and halted.26
How far the Germans went back depends on the source: about forty-five miles by Ziemke and Bauer, fifty by Kleist's own reckoning, and only thirty to forty by Werth's. Kleist told Liddell Hart that his troops held the Mius line throughout the winter, the most advanced sector of the whole German front in the East, and Rundstedt called it the only sector that was not shaken during the winter of 1941 and 1942.27
The first recapture
Rostov was a small victory by the measure of the Eastern Front, but it was the first. Werth called its recapture the first major Russian victory, and noted that, according to the Russians, with some confirmation from the Germans, it mattered politically as well as militarily because it affected Turkey's policy towards the Soviet Union. The US Army study dates from the recapture of Rostov the moment when the Russians gradually began to seize the initiative, first opposite Army Group Center and then along the whole front.28
The same study calls the three weeks from 14 November to 5 December 1941 the turning point of the campaign in Russia: the German offensive ground to a halt along the whole front, the Russians began to take the initiative, and the first warning came in the south, at Rostov.29
Ziemke and Bauer explain why the retreat mattered more than the ground: a forty-five-mile German withdrawal in an important sector at that stage was bound to have the psychological effect of a Soviet victory, and nobody was more sensitive to that than Hitler. The Great Soviet Encyclopedia adds that by tying down the main forces of Army Group South the operation helped the counteroffensive at Moscow. In London, Churchill wrote to Stalin, in a message received on 5 December, of how glad the British people were of the brilliant victory at Rostov-on-Don.30
It also began the fall of the German high command of 1941. Liddell Hart notes that Brauchitsch's removal, announced after the failure before Moscow, came coupled with the retreat from Rostov, and Werth writes that Rundstedt fell into temporary disfavour after the Russian recapture of the city, because Rostov had been given up without Hitler's orders. Werth also counts the attacks at Rostov and Tikhvin among those that eased the pressure on Moscow. The Soviet command had a minimum and a maximum programme for the winter, and the minimum included closing the Germans' access to the Caucasus. That much, Werth writes, was achieved: Rostov, the padlock of the Caucasus, was liberated at the end of November, though the Russians got no further than the Mius line.31
Rostov again
The victory did not last. In July 1942 the German summer offensive came back to the Don, and on 28 July, Werth writes, the Soviet people were told that Novocherkassk and Rostov had been lost. This time the Germans attacked from the north and north-east, where the city had no real defences. Werth recalls that the press blamed cowards and panic-stricken men, that many were shot or demoted, and that the shock was used to tighten discipline across the Red Army. Werth himself doubted that the city could have been held for long in July 1942, and noted the view that trying to make Rostov another Sevastopol could only have ended in the encirclement of many thousands of troops.32






