On 17 November 1941 the Soviet South Front attacked General Ewald von Kleist's First Panzer Army about fifty miles north of Rostov-on-Don, while Kleist's III Panzer Corps drove on toward the city. The Germans took Rostov on 21 November, but a week later, with Soviet divisions massing against a worn-out corps, they gave it up and fell back to the Mius River. Hitler dismissed Field Marshal Gerd von Rundstedt, commander of Army Group South, for allowing the retreat.
Two offensives at once
By November 1941 Army Group South had overrun most of Ukraine, and Kleist's panzer army was pushing east toward Rostov, on the lower Don, which Ziemke and Bauer call the gateway to the Caucasus. The Soviet high command wanted pressure on the flanks to draw German reserves away from Moscow, and it ordered the South Front under General Yakov Cherevichenko to prepare an offensive near Rostov. In the first half of the month Marshal Semyon Timoshenko doubled the front's strength with two fresh armies, the 37th and the 56th Independent Army.1
On 17 November the 37th Army, with elements of the 9th and 18th Armies, struck the shoulder of the First Panzer Army fifty miles north of Rostov. The US Army's official history of the campaign, by Earl Ziemke and Magna Bauer, says the first days' results were discouraging for the Soviets: XIV Panzer Corps held fast on the north, while III Panzer Corps under General Eberhard von Mackensen broke away to the southeast toward the city.2
Rostov taken and held for a week
The SS division Leibstandarte Adolf Hitler took Rostov on 21 November. Ziemke and Bauer call it a notable but dangerous feat: in and around the city III Panzer Corps came under attack from the south across the frozen Don and from the north over the open steppe. Kleist ordered the city evacuated on 22 November but canceled the order a day later, after Rundstedt told him that the army's commander in chief, Field Marshal Walther von Brauchitsch, demanded it be held for military and political reasons.3
The Soviet command did not let the loss of the city end the counteroffensive. Cherevichenko shifted the weight of his forces to the front at Rostov, and by 28 November, according to the official history, twenty-one Soviet divisions faced III Panzer Corps. Mackensen had reported weeks earlier that his two divisions, the Leibstandarte and the 13th Panzer, were worn out and down to between a half and two-thirds of their strength. On 28 November Kleist ordered him to give up Rostov. Britannica sums it up: Kleist's armies captured the city, only to lose it a week later to Timoshenko's counteroffensive.4
Back to the Mius, and a field marshal dismissed
When Hitler returned to his East Prussian headquarters early on 29 November, Ziemke and Bauer write, he found the rarest kind of news thus far in the war: German troops were retreating. On 30 November Kleist ordered his whole right flank behind the Mius River, about forty-five miles west of Rostov. Hitler pressed Brauchitsch to have Rundstedt delay the order. Rundstedt refused and offered his resignation, and Hitler dismissed him early the next day and named Field Marshal Walther von Reichenau in his place. Reichenau insisted all day on holding a line east of the river but had to let the withdrawal to the Mius go ahead that night.5
On 2 December Hitler flew to Kleist's headquarters at Mariupol. According to the official history, the visit was pointless since there was nothing more to decide: Hitler wanted assurances that Rostov could not have been held and that the Mius line would be. Rundstedt returned to duty in July 1942 as commander in chief in western Europe. Within days of the Rostov retreat the Red Army launched its counteroffensive before Moscow, told in our article on the Battle of Moscow.6
Also on this day
- 1917: Second Battle of Heligoland Bight. British light cruisers, backed by battlecruisers, attacked German minesweepers clearing paths through British minefields in the Heligoland Bight in the First World War.






