Dnieper – Carpathian Offensive The Dnieper – Carpathian Offensive , also known in Soviet historical sources as the liberation of right - bank Ukraine , fought from 24 December 1943 – 14 April 1944 , was a strategic offensive executed by the 1st , 2nd , 3rd , and 4th Ukrainian Front s , along with the 1st Belorussian Front , against the German Army Group South , intended to retake all of the Ukrainian and Moldovian territories occupied by Axis forces . The operation brought the Red Army forces into Poland and Romania , completely destroyed 18 " Wehrmacht " and Romanian divisions , and reduced another 68 to below half of their establishment strength . Background . As part of the Lower Dnieper Offensive in autumn 1943 , which secured the Left - bank , or eastern Ukraine and cut off the German 17th Army in the Crimea , several Soviet bridgeheads were established across the Dnieper River , which were then expanded throughout November and December to become the platforms from which the Dnieper — Carpathian Offensive was launched . This offensive and its follow - ups , which continued into December , left several large German salients along the Dnieper , including one south of Kiev centered on the city of Korsun , between the areas of the 1st and 2nd Ukrainian Fronts , and another to the south , around Krivoy Rog and Nikopol . Adolf Hitler ' s " No retreat " policy forced German troops to hold the tenuous positions , despite opposition from Erich von Manstein , commander of Army Group South . The German forces were also disadvantaged because of Hitler ' s Führer Directive 51 see Führer Directives , which , while implying that he would allow his generals in the East to conduct a dynamic defense , in reality hurt them by directing all future reinforcements to the West , to counter the expected Anglo - American Invasion of Northwest Europe . Hitler ' s insistence that his troops " fight where they stand " was especially strong in the Ukrainian sector , where he wished to maintain German positions near Krivoy Rog and Nikopol for the mining operations there , and to maintain strong hold on the Crimea due to his fears that it could become a base for attacks on the oil refineries at Ploieşti and that its loss would convince Turkey to join the Allies . Correlation of forces . Axis . The Soviet goal was the destruction of the " East Wall " held by Erich von Manstein ' s Army Group South with ( from north to south ) 4th Panzer Army in the Zhitomir region commanded by Erhard Raus , Hans - Valentin Hube ' s 1st Panzer Army south of it as far as Cherkassy , the newly formed 8th Army commanded by Otto Wöhler in the region of Kirovograd , the 6th Army ( recreated after its destruction at Stalingrad ) under Maximilian de Angelis in the Krivoi Rog - Nikopol salient , and the Third Romanian Army , also rebuilt after Stalingrad , under command of Petre Dumitrescu in the Tavridia area , just north of Crimea . In reserve , to the north , Manstein had the 1st Hungarian Army in the north - western Ukraine , and the 4th Romanian Army hastily assembled under command of Ioan Mihail Racoviţă in the area of Soviet Moldavian Republic . Air support was provided by the Luftwaffe ' s Luftflotte 4 . Soviet . The Stavka committed four Fronts to the operation , with the Belorussian Front providing a strategic flank security to the north in the Gomel - Mogilev area , but taking little part in the actual operation . It included the 13th and 65th Armies . Vatutin ' s 1st Ukrainian Front had only the 60th , 1st Guards , 6th Guards Tank and 40th Armies , but possessed massive armored reserves in the 3rd Guards Army and the 1st and 4th Tank Armies , backed up by the 18th and 38th Armies and the 2nd Air Army . Konev ' s 2nd Ukrainian Front to the south led with the 27th , 7th Guards and 53rd Armies , with reserves including the 5th Guards Tank and 2nd Guards Tank armies , and the 4th Guards Army , all supported by the 5th Air Army . Malinovsky had the 57th , 46th , 8th Guards and 37th armies leading his 3rd Ukrainian Front , with the 6th Army in reserve , and the 17th Air Army providing air support . Fyodor Tolbukhin ' s 4th Ukrainian Front would have the most difficult job in conducting combined operations of his Separate Coastal Army and the Black Sea Fleet while the 5th and 2nd Guards armies would cut off escape routes over land for the German 17th Army with air support from the 8th Air Army and the Black Sea Fleet naval aviation . Battle . First phase . The initial phase of the offensive , it lasted from 24 December 1943 , to 29 February 1944 . It included the following operations : Zhitomir – Berdichev Offensive . The offensive was launched on December 24 , 1943 , by General Nikolai Vatutin ' s 1st Ukrainian Front , with attacks against the German 4th Panzer Army , to the west and south - west of Kiev . Manstein attempted to counter the attack with a flank attack by the Fourth Panzer Army , while simultaneously requesting reinforcements and permission to shorten the line by withdrawing . Vatutin ' s offensive continued west , and the Fortieth Army passed south of Fastov . Manstein ' s attempted counterattack failed when Erhard Raus , the commander of the Fourth Panzer Army , said that he did not have time to organize for an offensive and preferred to attempt to directly stop the attacking troops . On December 27 , Manstein directly asked Hitler for permission to pull back his troops , but he was ordered to hold . Despite Manstein ' s orders , Soviet troops attacked Kazatin on December 28 . After several hours of confused fighting , Soviet forces captured the town later that day . Korosten fell on December 29 , and Zhitomir followed on December 31 . The Fourth Panzer Army began to fall apart , as a 35 - mile gap opened around Zhitomir between its southern flank and the XIII Corps . Another gap developed between the XXXXII Corps and VII Corps . Raus advised Manstein to forgo attempts to close the gaps , and instead focus on keeping the remaining Corps intact . Around the time of the new year , however , Soviet forces began an attempt to encircle German forces , particularly the XIII , XXXXVIII , and XXIV Panzer Corps . As attacks on areas surrounding Berdichev continued , the XIII Corps was reduced to the strength of one infantry regiment . A gap of almost 70 miles was opened between Fourth Panzer Army and the First Panzer Army . Planned German reinforcements were stopped by the Soviet Kirovograd Offensive . According to Soviet reports , 2 , 204 German tanks were destroyed and 100 , 000 German soldiers were killed and 7 , 000 captured . Kirovograd Offensive . General Ivan Konev ' s 2nd Ukrainian Front next joined the fray by launching the Kirovograd Offensive on January 5 , 1944 . One of the first accomplishments was to stop III Panzer Corps ' attempted reinforcement of the Fourth Panzer Army , which was simultaneously being attacked by Vatutin ' s Front in the Zhitomir – Berdichev Offensive . At this point , Manstein flew to Hitler ' s headquarters in East Prussia to ask permission to withdraw , but was again refused . Rovno – Lutsk Offensive . Vatutin ' s forces continued attacking on the right flank , coming near to the important supply centers of Lvov and Ternopol in the Rovno – Lutsk Offensive , which opened a 110 mile gap between Army Group South and Army Group Center , which was stationed to the north . Korsun – Shevchenkovsky Offensive . The main effort , however , was to the south , where the Korsun – Shevchenkovsky Offensive was launched on January 24 . After a massive bombardment , 2nd Ukrainian Front ' s 4th Guards and 53rd Armies attacked to the south of the Korsun bulge , and were joined the next day by the 5th Guards Tank Army . They broke through and easily repelled a German counter - attack . On January 26 , 1st Ukrainian Front dispatched 6th Guards Tank Army from the north , which met up with the forces advancing from the south on January 28 , encircling about 60 , 000 Germans in XI and XXXXII Panzer Corps around Korsun , in a pocket named " Little Stalingrad " due to the ferocity of the fighting in it . In total , twenty - seven Soviet divisions were assigned to destroy the pocket . Soviet efforts , however , were hindered by the onset of an early thaw , which made the ground muddy . On February 4 Manstein dispatched Hans Hube , commanding the 1st Panzer Army , including XLVII and III Panzer Corps to assist in a breakout attempt . XLVII Panzer Corps attacked from the south - east , while III Panzer Corps attacked the west , but they were both bogged down by the mud . Zhukov issued a surrender demand to the forces trapped in the pocket on February 8 , but was turned down . III Panzer Corps was eventually , after a hard battle of attrition , able to reach Lysyanka , close to the trapped forces , and , German forces in the pocket attempted to break out , with the majority escaping , though being forced to abandon their equipment . Running out of supplies and harried by airstrikes and advancing ground forces , Wilhelm Stemmermann , commander of the trapped forces , decided to attempt a final break - out on the night of February 16 – 17 . This allowed more than 2 / 3 of the German forces to escape , though at the cost of all their heavy equipment due to the difficulty of crossing the flooded Gniloy Tickich . The Soviets took approximately 15 , 000 prisoners , and killed at least 10 , 000 Germans , including their Commander Wilhelm Stemmermann . Nikopol – Krivoi Rog Offensive . The Nikopol – Krivoi Rog Offensive was meanwhile launched by 3rd Ukrainian Front to the south against forces in Paul Ludwig Ewald von Kleist ' s Army Group A , and proceeded slowly at first . However , it eventually destroyed the salient projecting around Krivoi Rog and Nikopol , costing the Germans the important mining operations there as well as nearly encircling the defenders . While the offensive appeared to slow down in late February , the Soviets were preparing for the second phase of the offensive , soon to be launched on an even larger scale . Second phase . These operations were included in the second phase by Soviet planners : Proskurov – Chernovtsy Offensive . After the slackening of the Soviet effort at the end of February , the OKH , the headquarters for the Eastern Front believed any further offensive effort in that sector unlikely . However , the Soviets were secretly preparing an even greater offensive , bringing in all six tank armies stationed in Ukraine . The Soviet deception measures were successful and most Germans were surprised when , on March 4 , the 1st Ukrainian Front – commanded by Marshal Georgy Zhukov after Vatutin ' s death – launched the Proskurov – Chernovtsy Offensive ( see Kamenets - Podolsky Pocket ) , with a fierce artillery barrage . Due to the extremely muddy conditions , it was hard for the defending Germans to remain mobile , but the Soviet forces had adequate supplies of tracked tanks and trucks , giving them another advantage . Soviet data estimated that the Germans and Romanians lost approximately 183 , 310 killed and 24 , 950 captured soldiers and 2 , 187 tanks . Soviet losses are estimated around 220 , 000 killed , 180 , 000 wounded , and 71 , 000 missing in action . Uman – Botoshany Offensive . On March 5 Koniev launched the Uman – Botoshany Offensive , advancing rapidly and soon cutting off the supply line for First Panzer Army by capturing Chortkov on March 23 . On March 10 , the 2nd Ukrainian Front destroyed two Panzer Corps by capturing them at the fall of Uman . Bereznegovatoye – Snigirevka Offensive . Malinovsky joined with the Bereznegovatoye – Snigirevka Offensive the next day , while Tolbukin was detached to begin preparations for the Crimean Offensive . These Fronts advanced rapidly , while Konev moved to cut off the withdrawal of the First Panzer Army . The First Panzer Army , now commanded by Hans Hube , was entirely encircled by March 28 . During the encirclement , Eric von Manstein flew to Hitler ' s headquarters and asked him to revoke his directive that required all encircled formations to form " fortresses " where they were . He was successful , and received II Panzer Corps as reinforcements , the first transfer of forces to the Eastern Front at the expense of the Western Front since Hitler ' s Führer Directive 51 . On March 30 , Hube ' s forces struck out of the pocket , and , because Soviet military intelligence was unaware of the arrival of II Panzer Corps and he moved west , instead of south as Soviet commanders were expecting , he was successful , and , by April 10 , Hube ' s forces had met up with the Fourth Panzer Army . Despite this small success , Hitler blamed his generals for the overall strategic success of Soviet forces , fired the commanders of Army Group South and Army Group A ( von Manstein and von Kleist , respectively ) , replaced them with Walter Model and Ferdinand Schörner , and renamed them Army Groups North and South Ukraine , indicating his plans to recapture this territory . According to Soviet data , between 6 and 16 March 1944 , Germany lost 36 , 800 soldiers killed during this offensive , as well as 13 , 859 captured and 275 tanks destroyed . Polesskoe Offensive . Meanwhile , towards the south , the 3rd Ukrainian Front was advancing on Odessa and into the Romanian - administered Transnistria . After three days of heavy fighting , his spearheading Eight Guards Army had advanced only , but it had broken the crust of Karl - Adolf Hollidt ' s Sixth Army , and quickly advanced towards Novy Bug , nearly encircling the defenders . Despite Hitler ' s orders forbidding retreat , German forces fell back to the Bug River by March 11 . The same day , Hollidt managed to break out from his encirclement — primarily because Malinovsky had divided his forces at Nikolaev — and was able to improvise a defensive line on the Bug by March 21 . However , he had lost Hitler ' s confidence , and was sacked , to be replaced with Maximilian de Angelis . On March 28 , pressed hard all over the line , German troops began to fall back from the Bug . Odessa Offensive . By March 25 , the Prut had fallen and the 3rd Ukrainian Front was dispatched to secure Odessa . On April 2 , Vasili Chuikov ' s Eighth Guards Army and Forty - Sixty Army attacked through a blizzard and , by April 6 , had driven the defenders past the Dniester River and isolated Odessa . Odessa capitulated on April 10 , and Soviet troops began entering Romania proper . According to Soviet information , between 25 March and 12 April 1944 Germany and Romania lost 26 , 800 soldiers killed , 10 , 680 captured and 443 tanks destroyed . Aftermath . The operation , along with the Crimean Offensive resulted in very heavy casualties for the Romanian troops stationed in Ukraine . The heavy casualties and the proximity of Soviet forces to the Romanian border were the primary motivations for Romanian leaders when they began secret peace talks in Moscow soon after the completion of the offensive . Territory recaptured . In the course of the operation the Vinnitskaya , Volynskaya , Zhitomirskaya , Kievskaya , Kirovogradskaya , Rovnenskaya , Khmelnytskaya and parts of Poltavskaya oblasts , and the Moldavian Soviet Socialist Republic were taken by the Red Army , an area of some 204 , 000 km . Modern view . Currently , the operation is not very widely recognized for the great victory that it is in Western history . After the end of the war , some of the commanders involved were disgraced , and Stalin widely eliminated most references of the operation . Also , many Western historians , at least until the end of the Cold War , focused on the small German successes in the extrication of the " 1st Panzer Army " .