Second Battle of Kharkov The Second Battle of Kharkov , so named by Wilhelm Keitel , was an Axis counter - offensive in the region around Kharkov ( now " Kharkiv " ) against the Red Army Izium bridgehead offensive conducted 12 – 28 May 1942 , on the Eastern Front during World War II . Its objective was to eliminate the Izium bridgehead over Seversky Donets , or the " Barvenkovo bulge " ( ) which was one of the Soviet offensive ' s staging areas . After a successful winter counter - offensive that drove German troops away from Moscow , and also depleted the Red Army ' s reserves , the Kharkov offensive was a new Soviet attempt to expand upon their strategic initiative , although it failed to secure a significant element of surprise . On 12 May 1942 , Soviet forces under the command of Marshal Semyon Timoshenko launched an offensive against the German 6th Army from a salient established during the winter counter - offensive . After initial promising signs , the offensive was stopped by German counterattacks . Critical errors by several staff officers , and by Joseph Stalin himself , who failed accurately to estimate the 6th Army ' s potential and overestimated their own newly trained forces , led to a successful German pincer attack which cut off advancing Soviet troops from the rest of the front . Background . General situation on the Eastern Front . By late February 1942 , the Soviet winter counteroffensive , which pushed the Germans from the gates of Moscow , had petered out , leaving both sides licking their wounds . Joseph Stalin was convinced that the Germans were on their deathbed , and would collapse by the spring or summer 1942 , as he said in his speech of 7 November 1941 . So he decided to exploit this perceived weakness on the Eastern Front by launching a new offensive in the spring . Stalin ' s decision faced heated resistance from his top advisors , including the Chief of the Red Army General Staff , General Boris Shaposhnikov , as well as Generals Aleksandr Vasilevsky and Georgy Zhukov , all of whom argued for a more defensive posture . As Vasilevsky recalls , " Yes , we were hoping for [ German reserves to run out ] , but the reality was more harsh than that " . Although , according to Zhukov , Stalin did believe that the Germans were able to carry out operations simultaneously along two strategic axes , Stalin was sure that the opening of spring offensives along the entire front would destabilize the German Army before it had a chance to effectively initiate what could be a mortal offensive blow on Moscow . Despite the caution urged by his generals , Stalin finally decided to try to catch the Germans by surprise through " local offensives " . Choosing the strategy . After the conclusion of the winter offensive , both Stalin and Stavka ( the Soviet Armed Forces General Staff ) believed that the eventual German offensives would aim for Moscow , with a major offensive to the south as well , mirroring the previous year ' s Operation Barbarossa and Operation Typhoon . Although the Soviet high command had argued that the Germans had been defeated at Moscow , the seventy divisions which faced Moscow remained a threat . Furthermore , Stalin and most generals and front commanders genuinely believed that the principal effort would be a German offensive toward Moscow . However , emboldened by the previous winter ' s success , Stalin was convinced that local offensives in the area would only wear down German forces , consequently weakening German efforts to successfully mount another operation to take Moscow . Although at first he had agreed to prepare the Red Army for an " active strategic defence " , he later gave orders for the planning of seven local offensives , stretching from the Baltic Sea to the Black Sea . One area was Kharkov , where action was originally ordered for March . Early that month , the Soviet high command issued orders to Southwestern Strategic Direction headquarters for an offensive in the region , after the victories following the Rostov Strategic Offensive Operation and the Barvenkovo – Lozovaya Offensive Operation in the Donbas region . Fighting erupted that month , as Marshal Semyon Timoshenko and Lieutenant General Kirill Moskalenko penetrated German positions along the northern Donets River , east of Kharkov . Heavy fighting continued into April , with Moskalenko successfully crossing the river and establishing a tenuous Izium bridgehead , while in the south , the Soviet 6th Army had limited success defending against German forces , which managed to keep a bridgehead of their own on the east bank of the river . Catching the attention of Stalin , it would set the pace for the prelude to the eventual offensive intended to reach Pavlohrad and Sinelnikovo , and eventually Kharkov and Poltava . By 15 March , Soviet commanders introduced preliminary plans for an offensive towards Kharkov , envisioning a heavy buildup of reserves . On 20 March , Timoshenko held a conference in Kupiansk to discuss the upcoming offensive . A subsequent report to Moscow , prepared by Timoshenko ' s chief of staff , General Lieutenant Ivan Baghramian , summed up the conference , although arguably leaving several key intelligence features out . The buildup of Soviet forces in the region of Barvenkovo and Volchansk continued well into the beginning of May . Final details were settled following discussions between Stalin , the General Staff and the leadership of the Southwestern Strategic Direction led by Timoshenko throughout March and April , with one of the final Stavka directives issued on April 17 . Preparing the offensive . Soviet order of battle . By 11 May 1942 , the Red Army was able to allocate six armies under two fronts , amongst other units . Under the command of the Soviet Southwestern Front fought the 21st Army , the 28th Army , the 38th Army , and the 6th Army . By 11 May , the 21st Tank Corps had been moved into the region along with the 23rd Tank Corps , providing 269 additional tanks . There were also three independent rifle divisions and a single rifle regiment , from the 270th Rifle Division , concentrated in the area and supported by the 2nd Cavalry Corps in Bogdanovka . The Soviet Southern Front boasted the 57th and 9th Armies , along with 30 rifle divisions , a single rifle brigade , and the substantial reinforcements of the 24th Tank Corps , the 5th Cavalry Corps and three Guards rifle divisions . At its height , the Southern Front could operate eleven guns or mortars per kilometer of front . The regrouping of forces in the sector ran into the rasputitsa , which turned much of the soil into mud and postponed several developments and made reinforcing the Southern and Southwestern Front take longer than expected . There was also severe criticism from senior Soviet representatives who blamed front commanders for poor management of forces , their inability to stage offensives and for their armchair generalship , as Vasilevsky points out in his memoirs . Because the regrouping was done so haphazardly , the Germans received limited warning of Soviet movements to their direct forefront . Moskalenko , commander of the 38th Army , placed the blame on the fact that the fronts did not forge a plan previous to the decision to regroup , and thus demonstrated what would be a poor display of front management . He commented afterwards that it was no surprise that the " German - Fascist command divined our plans " . Soviet leadership and manpower . The primary Soviet leader was Marshal Semyon Timoshenko , a veteran of World War I and the Russian Civil War . Although Timoshenko had achieved limited success at Smolensk a year earlier , his attempts ultimately led to defeat there . He was later able to orchestrate the victory at Rostov during the winter counterattacks , and enjoyed limited success during the spring offensive at Kharkov , previous to the actual battle . Overseeing the actions of the army was Military Commissar Nikita Khrushchev . The average Soviet soldier suffered from inexperience . With the Soviet debacle of the previous year ameliorated only by the barest victory at Moscow , most of the original manpower of the Red Army had been killed , wounded or imprisoned by the Germans , with casualties of almost 1 , 000 , 000 just from the Battle of Moscow . Therefore , the typical soldier in the Red Army at that time was only recently conscripted and had little to no combat experience . Coupled with the lack of trained soldiers , the Red Army also began to suffer from poor logistics and a lack of supplies , as major portions of the former Soviet industrial areas were now under German control . Therefore , the doctrine favored at that time was temporary strategic defence . The General Chief of Staff , Marshal Vasilevsky , recognised that the Soviet Army of 1942 was not prepared to conduct major offensive operations against the well - trained German Army , simply because it did not have the necessary quantitative and qualitative advantage over the Wehrmacht , and because leadership , both at the command and junior officer level , was still being rebuilt after the stinging defeats in 1941 . The notion , however , is largely retrospective and is an analysis on Soviet conduct during their strategic offensives in 1942 , and even beyond , such as Operation Mars in October 1942 , and Târgul Frumos in May 1944 . German preparations . Unbeknownst to the Soviets , the German 6th Army , under the newly appointed General Paulus , was issued orders for Operation Fredericus on 30 April 1942 . This operation called for a concerted effort to crush the Soviet armies within the Izium salient , created south of Kharkov during the Soviet early spring offensives in March and April . This task was given to the 6th Army , and the final directive issued on 30 April declared a probable start on 18 May . The Germans had undergone a massive effort to reinforce Army Group South , transferred to the control of Field Marshal Fedor von Bock , former commander of Army Group Center during Operation Barbarossa and Operation Typhoon . On 5 April 1942 , Hitler issued Directive Number 41 , which pinpointed the south as the major area of operations for the German strategic summer campaign of the year , and at the expense of the other fronts , the divisions of Army Group South were brought up to full strength by late April and early May . The strategic objective was illustrated after the victories of Erich von Manstein and his 11th Army in the Crimea . The main objective remained the Caucasus and its oil fields , and as a secondary objective , the city of Stalingrad . The scheduling of Operation Fredericus in April provided the further incentive to bolster total forces in the area of the German 6th Army . Therefore , unknown to the Soviets , the German Army was also undergoing a major regrouping effort in the center of operations for the upcoming offensive around Kharkov . It was on 10 May when Paulus submitted his final draft plans for Operation Friderikus , that Paulus feared a Russian attack . By then , the German army directly opposite Timoshenko was fully prepared for combat in their eventual operation towards the Caucasus . Soviet offensive . Initial success . The Red Army offensive began at 6 : 30 in the morning of 12 May 1942 , led by a concentrated one hour artillery strike , and a final twenty - minute air attack upon German positions . The ground offensive began with a dual pincer movement from the Volchansk and Barvenkovo salients , beginning at 7 : 30 . The Soviet forces faced massive resistance from the German defences , which were slowly knocked out by concentrated air raids and artillery strikes , along with coordinated ground assaults against fortified positions . The fighting was so fierce that the Soviets inched forward their second echelon formations , preparing to throw them into combat as well . Fighting was particularly ferocious near the Soviet village of Nepokrytaia , where the Germans launched three local counterattacks . By day ' s end , the greatest penetration by Soviet forces was ten kilometers . Soviet command of the field , documented by General Moskalenko , caught the movement of several German reserve units and finally caught on that his forces were up against two German divisions , not the expected single one , indicating poor Soviet reconnaissance and intelligence - gathering prior to the start of the battle . In fact , a captured diary of a dead German general alluded to the fact that the Germans had very possibly known in advance about the pending Soviet operations in the region . The day also saw , after much persuasion on Paulus ' s part , the release of three German infantry divisions and a single panzer division for the defence of Kharkov . For the most part , the Soviet advance was poor , achieving notable success only on the left flank , with the other advances continuing rather slowly and suffering minor setbacks . Bock had warned Paulus not to counterattack immediately without air support , although this was later reconsidered when several Soviet tank brigades broke through General Walter Heitz ' s VIII Corps in the Volchansk sector , which was only 12 miles away from Kharkov , constituting a grave threat to the Germans . The first 72 hours saw a battering of the German 6th Army , with 16 battalions destroyed , fighting in the heavy rain and mud . Paulus called for a series of holding actions , although the Germans still made local counterattacks . Although by 14 May the Red Army had made impressive gains , German actions in certain areas had taken their toll , and several shaken Soviet divisions were forced to withdraw from their attacks . Only Soviet tanks , held in reserve , were able to put a stop to the German counterattacks . Much to the chagrin of Timoshenko , German losses were only estimated to be minimal ; for example , only 35 – 70 tanks were estimated to have been knocked out in the 3rd and 23rd Panzer Divisions . Luftwaffe arrives . Hitler immediately turned to the " Luftwaffe " to help blunt the offensive . At this point , its premier close support " Korps " was deployed in the Crimea , taking part in the siege of Sevastopol . " Fliegerkorps VIII " ( 8th Air Corps ) under the command of Wolfram von Richthofen was ordered to deploy to Kharkov from the Crimea , but the order was rescinded . In an unusual move , Hitler kept it in the Crimea , but did not put the corps under the command of " Generaloberst " Alexander Löhr ' s " Luftflotte 4 " ( Air Fleet 4 ) , which already contained " General der Flieger " Kurt Pflugbeil ' s " Fliegerkorps VI " ( 6th Air Corps ) and " Oberst " Wolfgang von Wild ' s " Fliegerführer Süd " ( Flying Command South ) , a small anti - shipping command based in the Crimea . Instead , he allowed von Richthofen to take charge of all operations over Sevastopol . The siege in the Crimea was not over , and the Battle of the Kerch Peninsula had not yet been won . Still , Hitler was pleased with the progress there and content to keep von Richthofen where he was and withdraw air support from " Fligerkorps VIII " in order to prevent a Soviet breakthrough at Kharkov . The use of the " Luftwaffe " to compensate for the German Army ' s lack of firepower indicated that the OKW saw the " Luftwaffe " primarily as a ground support arm . This angered von Richthofen who complained that the " Luftwaffe " " was the army ' s whore " . Now that he was not being redeployed to Kharkov , Richthofen also complained about the withdrawal of his units to the region , arguing that the Kerch and Sevastopol battles were ongoing and owing to the transfer of aerial assets to Kharkov , victory in the Crimea was no longer guaranteed . In reality , the Soviet units at Kerch were already routed and the Axis position at Sevastopol was comfortable . The news that powerful air support was on its way to bolster the 6th Army boosted German morale . Army commanders , such as Paulus and von Bock , placed so much confidence in the " Luftwaffe " that they ordered their forces not to risk an attack without air support . In the meantime , " Fliegerkorps VI " under the command of Pflugbeil , was forced to use every available aircraft to stem the tide . Although meeting more numerous Soviet air forces , he succeeded in winning air superiority and limited the German ground forces ' losses to Soviet aviation . But the toll on crews was hard . Often , they flew from dawn until dusk . Some crews flew more than 10 missions per day . By 15 May , Pflugbeil was heavily reinforced and he received " Kampfgeschwader 27 " ( Bomber Wing 27 , or KG 27 ) , " Kampfgeschwader 51 " ( KG 51 ) , " Kampfgeschwader 55 " ( KG 55 ) and " Kampfgeschwader 76 " ( KG 76 ) equipped with Junkers Ju 88 and Heinkel He 111 bombers . " Sturzkampfgeschwader 77 " ( Dive Bomber Wing 77 , or StG 77 ) also arrived to add direct ground support . Pflugbeil now had 10 bomber , six fighter and four Junkers Ju 87 " Stuka " " Gruppen " ( Groups ) . Logistical difficulties meant that only 54 . 5 per cent were operational . German defence . German close air support also began to take its toll , forcing units such as the Soviet 38th Army onto the defensive . It ranged over the front , operating dangerously close to the changing frontline . Air interdiction and direct ground support damaged Soviet supply lines , rear areas and inflicted large losses on their armoured formations . General Franz Halder remarked the air attacks went a long way to breaking the Soviet offensive . Not only did the " Luftwaffe " attack the enemy , it also carried out vital supply missions . Bombers dropped supplies to encircled German units , which could continue to hold out until a counter offensive relieved them . On 14 May , the Germans continued to pound Soviet positions in the north in localised offensives and by then , the " Luftwaffe " had gained air superiority over the Kharkov sector , forcing Timoshenko to move his own air assets forward in order to effectively counter the bolstered " Luftflotte 4 " . The Soviets failed and the " Luftwaffe " won air superiority over their numerically superior , but technically inferior opponents . The air battles depleted the Soviet fighter strength allowing the German strike aircraft the chance to influence the land battle even more . Nonetheless , the Soviets pushed on , disengaging from several minor battles and changing the direction of their thrusts . However , in the face of continued resistance and local counterattacks , the Soviet attack ebbed , especially when combined with the invariably heavy air raids . By the end of the day , the 28th Army could no longer operate in an offensive manner against German positions . Ironically , the Soviet southern pincer did not suffer as terribly as had the shock groups in the north . They achieved spectacular success the first three days of combat , with a deep penetration of German positions . Although intensive fighting also marked the battles in the south , the Soviets routed several key German battalions , including many made up of personnel of foreign descent , including some Hungarian units . The success of the Southern Shock group , however , has been attributed to the fact that the early penetrations in the north had directed German reserves there , thus limiting the reinforcements to the south . But , by 14 May , Hitler had briefed General Ewald von Kleist and ordered his 1st Panzer Army to grab the initiative in a bold counteroffensive , setting the pace for the final launching of Operation Friderikus . Second phase of the offensive . On the 15 May and 16 May saw another attempted Soviet offensive in the north , meeting the same resistance encountered on the three first days of the battle . German bastions continued to hold out against Soviet assaults . The major contribution to Soviet frustration in the battle was the lack of heavy guns , which ultimately prevented the taking of heavily defended positions . One of the best examples of this was the defence of Ternovaia , where defending German units absolutely refused to surrender . The fighting was so harsh that , after advancing an average of five kilometers , the offensive stopped for the day in the north . The next day saw a renewal of the Soviet attack which was largely blocked by counterattacks by German tanks , and the tired Soviet divisions could simply not hold their own against the concerted attacks from the opposition . The south , however , achieved success , much like the earlier days of the battle , although Soviet forces began to face heavier air strikes from German aircraft . The Germans , on the other hand , had spent the day fighting holding actions in both sectors , launching small counterattacks to whittle away at Soviet offensive potential , while continuously moving up reinforcements from the south , including several aircraft squadrons transferred from the Crimea . Poor decisions by the 150th Rifle Division , which had successfully crossed the Barvenkovo River , played a major part in the poor exploitation of the tactical successes of the southern shock group . 1st Panzer Army counterattacks . On 17 May , supported by " Fliegerkorps VI " , the initiative was successfully taken by the Germans , as Kleist ' s 3rd Panzer Corps and 44th Army Corps began a counterattack on the Barvenkovo bridgehead from the area of Aleksandrovka in the south . Aided greatly by air support , Kleist was able to crush Soviet positions and advanced up to ten kilometres in the first day of the attack . Many of the Soviet units were sent to the rear that night to be refitted , while others were moved forward to reinforce tenuous positions across the front . That same day , Timoshenko reported the move to Moscow and asked for reinforcements and described the day ' s failures . Vasilevsky ' s attempts to gain approval for a general withdrawal were rejected by Stalin . On 18 May , the situation worsened and Stavka suggested once more stopping the offensive and ordering the 9th Army to break out of the salient . Timoshenko and Khruschev claimed that the danger coming from Wehrmacht ' s Kramatorsk group was exaggerated , and Stalin refused the withdrawal again . The consequences of losing air superiority was also apparent . On 18 May the " Fliegerkorps VI " destroyed 130 tanks and 500 motor vehicle s , while adding another 29 tanks destroyed on 19 May . On 19 May , Paulus , on orders from Bock , began a general offensive from the area of Merefa in the north of the bulge in an attempt to encircle the remaining Soviet forces in the Izium salient . Only then did Stalin authorize Zhukov to stop the offensive and fend off German flanking forces . However , it was already too late . Quickly , the Germans achieved considerable success against Soviet defensive positions . The 20 May saw more of the same , with the German forces closing in from the rear . More German divisions were committed to the battle that day , shattering several Soviet counterparts , allowing the Germans to press forward . The " Luftwaffe " also intensified operations over the Donets River , to prevent Soviet forces escaping . Ju 87s from StG 77 destroyed five of the main bridges and damaged four more while Ju 88 bombers from " Kampfgeschwader 3 " ( KG 3 ) inflicted heavy losses on retreating motorised and armoured columns . Although Timoshenko ' s forces successfully regrouped on 21 May , he ordered a withdrawal of Army Group Kotenko by the end of 22 May , while he prepared an attack for 23 May , to be orchestrated by the 9th and 57th Armies . Although the Soviets desperately attempted to fend off advancing German troops and launched local counterattacks to relieve several surrounded units , they generally failed . By the end of May 24 , Soviet forces opposite Kharkov had been surrounded by German formations , which had been able to transfer several more divisions to the front , increasing the pressure on the Soviet flanks and finally forcing them to collapse . Soviet encirclement . The 25 May saw the first major Soviet attempt to break the encirclement . German Major General Hubert Lanz described the attacks as gruesome , made en masse . By 26 May , the surviving Red Army soldiers were forced into crowded positions in an area of roughly fifteen square kilometers . Soviet attempts to break into the German encirclement from the east were continuously blocked using tenacious defensive manoeuvres and German air power . Groups of Soviet tanks and infantry that attempted to escape and succeeded in breaking through German lines were caught and destroyed by Ju 87s from StG 77 . In the face of determined German operations , Timoshenko ordered the official halt of all Soviet offensive manoeuvres on 28 May , while attacks to break out of the encirclement continued until 30 May . Nonetheless , less than one man in ten managed to break out of the " Barvenkovo mousetrap " . Beevor puts Soviet losses in terms of prisoners as 240 , 000 ( with the bulk of their armour ) , while Glantz citing Krivosheev gives a total of 277 , 190 overall Soviet casualties . Both tend to agree on a low German casualty count , with the most formative rounding being at 20 , 000 dead , wounded and missing . Regardless of the casualties , Kharkov was a major Soviet setback and it would put an end to the astonishing successes of the Red Army during the Winter Counteroffensive , and the smaller offensives of the spring . Analysis and conclusions . Many authors have attempted to pinpoint the reasons for the debacle of the Second Battle of Kharkov . Several Soviet generals have placed the blame on the inability of Stavka and Stalin to appreciate the Wehrmacht ' s military power on the Eastern Front after their defeats in the winter of 1941 – 1942 and in the spring of 1942 . On the subject , Zhukov sums up in his memoirs that the failure of this operation was quite predictable , since the offensive was organized very ineptly , the risk of exposing the left flank of the Izium salient to German counterattacks being obvious on a map . Still according to Zhukov , the main reason for the stinging Soviet defeat lay in the mistakes made by Stalin , who underestimated the danger coming from German armies in the southwestern sector ( as opposed to the Moscow sector ) and failed to take steps to concentrate any substantial strategic reserves there to meet any potential German threat . Furthermore , Stalin ignored sensible advice provided by his own General Chief of Staff , who recommended organising a strong defence in the southwestern sector in order to be able to repulse any Wehrmacht attack . Additionally , the subordinate Soviet generals ( especially South - Western Front generals ) were just as willing to continue their own winter successes , and much like the German generals , under - appreciated the strength of their enemies , as pointed out " a posteriori " by the commander of the 38th Army , Kirill Moskalenko . The Soviet winter counteroffensive weakened the Wehrmacht , but did not destroy it . As Moskalenko recalls , quoting an anonymous soldier , " these fascists woke up after they hibernated " . Stalin ' s willingness to expend recently conscripted armies , which were poorly trained and poorly supplied , illustrated a misconception of realities , both in the capabilities of the Red Army and the subordinate arms of the armed forces , and in the abilities of the Germans to defend themselves and successfully launch a counteroffensive . The latter would prove especially true in the subsequent Case Blue , which would lead to the Battle of Stalingrad , though this would be the battle in which Paulus would face an entirely different outcome . The battle had shown the potential of the Soviet armies to successfully conduct an offensive . This battle can be seen as one of the first major instances in which the Soviets attempted to preempt a German summer offensive . This would later unfold and grow as Stavka planned and conducted Operation Mars , Operation Uranus and Operation Saturn . Although only two of the three were victories , it still offers concise and telling evidence of the ability of the Soviets to turn the war in their favor . This would finalise itself after the Battle of Kursk in July 1943 . The Second Battle of Kharkov also had a positive effect on Stalin , who started to trust his commanders and his Chief of Staff more ( allowing the latter to have the last word in naming front commanders for instance ) . After the great purge in 1937 , failing to anticipate the war in 1941 , and underestimating German military power in 1942 , Stalin finally fully trusted his military . On the other hand , Hitler became increasing distrustful of his officers , and finally dismissed Franz Halder , his Chief of Staff , in September 1942 . Within the context of the battle itself , the failure of the Red Army to properly regroup during the prelude to the battle and the ability of the Germans to effectively collect intelligence on Soviet movements played an important role in the outcome . Poor Soviet performance in the north and equally poor intelligence - gathering at the hands of Stavka and front headquarters , also eventually spelled doom for the offensive . Nonetheless , despite this poor performance , it underscored a dedicated evolution of operations and tactics within the Red Army which would borrow and refine the pre - war theory , Soviet deep battle .