By Pat McTaggart
The city of Ternopil, located on the eastern bank of the Seret River, was founded in 1540 as a Polish military stronghold. Like many of the cities and towns in the Ukraine, Ternopil was no stranger to conquest and destruction. It was plundered by the Tatars in 1575 and was almost totally destroyed by the Turks and Tatars 100 years later. A final sacking by the Tatars came in 1694.
In the following century the Russians plundered the city during the Great Northern War (1710) and again in the War of Polish Succession (1733). It was looted three times between 1768 and 1972 by Polish nobles of the Confederation of Bar and by Russian troops and was then given to Austria after the First Partition of Poland.
Bouncing back and forth between Austria and Russia, Ternopil was destroyed by fleeing Russian troops in 1917. It became the capital of the Ukrainian People’s Republic in late 1918 but was captured by Polish forces in 1919 and by Red Army troops in 1920 during the Polish-Soviet War. The city was then given back to Poland under the terms of the Riga Treaty that ended that war.
In 1939 the population numbered about 40,000 with 50 percent being Polish, 40 percent Jewish, and 10 percent Ukrainian. When the Soviets invaded Poland in September of that year, they carried out deportations of the Polish population and started a terror campaign against Ukrainians who supported the Organization of Ukrainian Nationalists.
A Brutal Occupation by the Nazis
Ternopil received a new conqueror in 1941 in the form of the German Army. Even before the Germans attacked early in the morning of June 22, the commander of the Kiev Military District, General Mikhail Petrovich Kirponis, was one of the few Soviet commanders to take matters in his own hands and move his units to forward positions on the border. On June 21 he opened what would soon become the South West Front headquarters in Ternopil.
Kirponis’s actions caused the Germans some problems when they attacked, but it was too late with too little. By the end of the month, Ternopil had fallen to the forces of General Heinrich von Stulpnagel’s 17th Army. When the Germans entered the town they found numerous corpses of political prisoners that were killed by the Soviet Secret Police in the jail on Mickiewicz Street. They had been murdered hours before in an effort to get rid of any anti-Soviet elements in the town that might help the enemy.
Behind the victorious Army troops came the killing squads of the Einsatzkommando. In the case of Ternopil, a unit of Brigadier General of Police Dr. Otto Pohl’s Einsatzgruppe C entered the town on July 2. The unit, Einsatzkommando 4b, commanded by SS 1st Lt. Günther Hermann, immediately began its grisly assignment.
With the help of Ukrainian police and the local non-Jewish population, more than 100 Jews were massacred between July 4 and 11. In August 1942 more than 4,000 Jews were sent to the Belzec extermination camp, and the final elimination of the town’s Jews took place on June 20, 1943, leaving only a couple hundred hiding with friends or sympathetic town residents.
The Ukrainian Insurgent Army
Ternopil remained an important communications and rail hub, with trains bringing supplies to the forces of Army Group South. There were other trains too—trains that brought Jews from the Crimea and southern Ukraine north to the death camps in Poland. The German forces garrisoned in the town basically had a good posting, but there were still several skirmishes with local partisans in the countryside. In late 1943, that was all about to change.
Partisan activity stepped up dramatically in the waning months of 1943. The Ukrainians were getting edgy, and many that had once welcomed German forces as liberators had now turned vehemently anti-German due to the insane racial politics of the Nazi Party and its Gauleiters that ruled in the East.
Those who had thrown their lot with the Germans still served their masters, and a Ukrainian SS division was being formed to fight the Soviets. Around Ternopil, forced labor camps such as Zagrobale, Chistilov, and Chorostov held both Ukrainians and Jews who were worked to death under the eyes of the SS and Ukrainian police.
Partisans had always been a nuisance to the Ternopil garrison, but a new force was starting to make things a lot more dangerous in the countryside. Formed in the spring and summer of 1942, the Ukrainian Insurgent Army (UPA) fought for independence from both the Soviets and the Germans. From its original operations area in the Volkynia Region north of Ternopil, the UPA had gradually moved south, forcing German garrisons to be on heightened alert and causing increasing casualties in the German rear areas.
A Thin Frontline: 65 to 70 Troops per Kilometer
October 1943 was very different for the German Army than the heady days of victory in 1941 and 1942. The disaster at Stalingrad, the stalemate at Kursk, and the hammer blows that followed in the wake of the first Soviet summer offensive of the war had pushed the once mighty Wehrmacht back hundreds of miles.
Field Marshal Erich von Manstein’s Army Group South was now on the Dnepr River. Occupying the river’s western bank, von Manstein’s forces would have had a perfect defensive position in ordinary times. The western bank, considerably higher that the eastern side, overlooked a flat and treeless steppe, which would have to be crossed by the Red Army. If the Germans had time to fortify and adequately man the Dnepr position, it would be an extremely hard nut to crack—but these were not ordinary times.
Von Manstein had 37 divisions under his control, but they only averaged a frontline infantry strength of about 1,000 men. That meant each kilometer of the line was manned by 65-70 combat troops—a somewhat laughable ratio for any concentrated defense. To make matters worse, the river flowed toward the southwest until it hit the city of Zaporizhzhya, where it changed its flow to the southeast until it ran into the Black Sea below Kherson. Since there were not enough troops to man the lower western bank, von Manstein’s line south of Zaporizhzhya ran straight south to Melitopol, leaving about one-third of his forces on the eastern side of the river.
The smell of winter was beginning to permeate the air as the troops of the Red Army prepared for battle. There was also another smell in the air—the sweet smell of revenge.
Germany’s Losing War of Attrition
During the second week of October, a massive artillery barrage hit General Hans Valentine Hube’s 1st Panzer Army’s bridgehead east of Zaporizhzhya. This was followed by an attack of the 8th Guards and 3rd Guards Armies of General Rodion Iakovlevich Malinovskii’s 3rd Ukrainian Front. Within days, the Germans were forced back to the outskirts of the city. General Fedor Ivanovich Tolbukhin’s 4th Ukrainian Front joined the assault, hitting the Sixth Army whose southern flank was anchored on the Sea of Azov at Melitopol. By the end of the month, the Sixth Army had been split in two, and the 17th Army, occupying the Crimean Peninsula, was effectively cut off from German forces on the mainland.
North of Malinovskii and Tolbukhin, General Ivan Stepanovich Konev’s 2nd Ukrainian Front ripped open the 1st Panzer Army’s left flank and took the town of Pyalykhatky, about 56 kilometers south of the Dnepr. The move cut the main railroads to Dnepropetrovsk and Kryvvy Rih (Krivoi Rog), threatening the entire supply line of the German forces hoping to defend what was left of the southern flank.
Meanwhile, General Nikolai Fedorovich Vatutin’s 1st Ukrainian Front struck the 4th Panzer Army and headed toward Kiev. On November 5, General Kirill Semenovich Moskalenko’s 38th Army entered the city, where it became embroiled in savage street to street fighting with Maj. Gen. Georg von Rittberg’s 88th Infantry Division. By the end of the day, Soviet forces controlled most of the city and von Rittberg’s division was reduced to nothing more than a combat group.
Von Manstein hit back, maneuvering his panzer corps and striking the Soviets at their most vulnerable points, but the Russian generals had learned much from their opponents and made several important countermoves. Their losses could also be replaced much faster than their German counterparts, and while von Manstein could still bite, he did not have the resources to inflict a fatal wound.
The “Largest Self-Sustaining POW Camp”
The Soviets continued to batter the Germans in the southern Ukraine as winter set in. They were content to fight a war of attrition, which they knew the Germans could not afford. After wearing down their opponent during the first three weeks of December, the four Ukrainian fronts made ready to strike again.
The Soviet plan called for a two-pronged attack that included 2,365,000 men, more than 2,000 tanks and self-propelled guns, 29,000 artillery pieces, and 2,360 aircraft. The 1st and 2nd Ukrainian Fronts (924,000 and 594,000 men) were to strike General Erhard Raus’s 4th Panzer Army and General Otto Wöhler’s Eighth Army and drive to Pervomaisk and Mohyliv-Podilskyi while 3rd and 4th Ukrainian Fronts (337,000 and 550,000 men) attacked the lower Dnepr between Nikopol and Kryvvy Rih.
To counter the Russians, the combined forces of von Manstein’s Army Group South and Field Marshal Ewald von Kleist’s Army Group A (Sixth and 17th Armies) had a total of 1,760,000 men and 2,200 panzers. There were also 16,000 artillery pieces and 1,400 aircraft to support those forces, but more than half the panzers and hundreds of aircraft were not fit for action. Added to this was the fact that the 17th Army was cut off in the Crimea in what the Soviets jokingly referred to their “largest self-sustaining POW camp.”
The Soviet’s Christmas Victory
On December 24, the Germans were preparing for their third Christmas in Russia. Field Marshal von Manstein was visiting Maj. Gen. Georg Jauer’s 20th Panzergrenadier Division to attend Christmas celebrations when he received reports of an enemy attack on both sides of the Kiev-Zhytomyr road. “At first the news was not too serious,” he noted in his memoirs. Upon returning to his headquarters at Vinnystya, however, he realized the Russians were attempting a large-scale breakthrough.
The assault of the 1st Ukrainian Front began with a massive artillery bombardment on December 24 that obliterated forward positions of the 4th Panzer Army east of Zhytomyr. Under an aerial umbrella Vatutin’s 1st Guards and 18th Armies hit General Arthur Hauffe’s XIII Army Corps, while the 13th and 60th Armies struck General Kurt von der Chevallerie’s LIX Army Corps, which was located south of Hauffe. Meanwhile, the 40th and 27th Armies slammed into General Walter Nehring’s XXIV Panzer Corps and General Ernst Eberhard Hell’s VII Army Corps.
With the German front stretched so thin, the Soviets were able to achieve an overwhelming superiority at their attack points. Hammered by Red Army artillery and the Red Air Force that supported the assault, the 4th Panzer Army’s front line buckled and then broke. Vatutin then sent his 1st Tank and 3rd Guards Tank Armies through a hole in the XIII Army Corps’ sector, threatening the German rear area.
Von Manstein was painfully aware of his predicament. If the Soviets continued unabated, his two supply lifelines, the Lublin-Kovel-Berdychiv-Koziatyn rail line in the north and the L’vov-Ternopil-Proskhurov-Zhmerynka rail line in the south, would be compromised. If that happened, Army Groups A and South would have to rely on the Romanian rail system, which was in a sorry state of disrepair.
Asking for permission to maneuver freely, von Manstein was forced to wait while Hitler made a decision. Meanwhile, Vatutin expanded his operations, with the 1st Guards Army and 3rd Guards Tank Army and the 13th and 16th Armies pushing toward Zhytomyr and Korosten, while Lt. Gen. Fillip Fedosevich Zhmachenko’s 40th Army moved forward south of Fastov. On the 28th, infantry-laden Soviet tanks reached Koziatyn. The following day, General Hermann Balck’s XLVIII Panzer Corps pulled back from the Berdychiv sector.
Korosten fell to Lt. Gen. Ivan Danilovich Cherniakovskii’s 60th Army on the 29th and the 40th Army took Skvyra, a town northwest of Hitler’s old headquarters at Vinnytsya. At Zhytomyr, Hauffe’s XIII Army Corps was surrounded by Lt. Gen. Pavel Semeiotic Rybalko’s 3rd Guards Tank Army. Von Manstein asked for freedom of movement once again, which brought an outburst from Hitler, who suggested that the field marshal was losing his nerve. He then ordered von Manstein, who was trying to direct his troops from Vinnytsya, to move his headquarters back to Ternopil. Zhytomyr fell on December 31, bringing the year to an end with one more Soviet victory.
The Soviet juggernaut kept rolling in January. Berdychiv fell to Rybalko on the 3rd and Kirovograd was taken by units of the 2nd Ukrainian Front on the 8th. By the end of the month, the line of the 1st Panzer Army had been shattered and two German corps were surrounded in the Korsun-Cherkassy pocket. A relief attempt broke through the outer ring of the encircling Soviet forces, but it was up to the men inside the pocket to break through to the relief force. Approximately 35,000 men from the six encircled divisions eventually made it out of the pocket in mid-February, but the divisions’ heavy equipment, including tanks and artillery, was lost.
Neindorff vs Zhukov
By now it was becoming evident that Ternopil could be in real danger. On January 21, Brig. Gen. Egon von Neindorff arrived in the city to take the position of Kommandant. Born in 1892 in Koblenz, von Neindorff had served in the west and in Russia, most recently as commander of the 36th Motorized Infantry Division.
Von Neindorff was appalled by the city’s defenses, which consisted of a thin ring of dilapidated field positions in a 2-3 kilometer radius from the center square. With things going so badly at the front, von Neindorff knew he could expect little in the way of supplies and materials to make any improvements.
While some elements of the 1st Ukrainian Front were participating in the Cherkassy operation, Vatutin kept his other armies rolling westward. North of Ternopil, the 13th and 60th Armies were engaged in heavy fighting at Lutsk, Rivne (Rovno), and Shepetivka. The Germans put up a spirited defense, but both Lutsk and Rivne were lost to the Red Army on February 5.
Although the Soviets continued to move westward in February, heavy losses forced them to slow operations until replacements could be sent to make up for the dead and wounded. Vatutin continued to push his troops to the limit, however, and he made several trips to the front to encourage his generals to press forward.
On February 29, Vatutin visited the headquarters of the 13th Army to discuss plans for the March offensive, which would begin in a few days now that replacements were flowing to the front. Leaving the headquarters at 1640 hours, the general, his chief of staff, and an eight-man security detachment continued on for another conference at the 60th Army headquarters, which was located several kilometers to the southeast in Slavuta. While traveling through the village of Milyatin, the group was ambushed by members of the UPA. Although the attackers were driven off, Vatutin sustained a severe wound in the thigh. He was evacuated to a field hospital and later to Kiev, but despite every effort to save him he died on April 15.
Vatutin’s replacement was none other than Marshal of the Soviet Union Georgii Konstantinovich Zhukov—the savior of Leningrad and Moscow and the architect of many of the Red Army’s most famous victories. Taking over on March 1, Zhukov lost little time in moving his forces toward their next objectives.
Führerbefehl No. 11
Following a devastating artillery barrage, Zhukov launched a new offensive against the 1st and 4th Panzer Armies. His 1st Guards and 60th Armies hit the XIII and LIX Army Corps, sending them reeling westward. The 3rd Guards Tank and 4th Tank Armies pushed through the two assaulting armies and broke into the German rear, taking Yampil and Ostropol.
The Russians kept going and soon opened a 50-kilometer-wide gap between the 1st and 4th Panzer Armies. By the end of the first week of March, the Soviets had pushed past Ternopil on both sides, threatening to cut off its important railhead. To the east, Col. Gen. Konstantin Nikolaevich Leselidze’s 18th Army stood at Zbarazh, about 20 kilometers from the city.
Ternopil had now become even more important as it was the primary supply conduit to Army Group South. Von Manstein was fighting for time—time to regroup and time for reinforcements to arrive. Southeast of Ternopil, the 1st SS Panzer Division Leibstandarte SS Adolf Hitler and the 7th Panzer Division were putting up a spirited defense. Additional forces were on the way, including the 9th SS Panzer Division Hohenstauffen and the 10th SS Panzer Division Frundsberg, which were en route from France.
Noting the serious supply situation that would occur if Ternopil fell, Hitler ordered that the city be held at all costs. On March 8 he issued Führerbefehl (Führer Order) No. 11, which declared that towns or cities could be designated as Feste Plätze (fortified places). The object of these fortified places was to keep the enemy from occupying strategically important towns and slow any enemy offensive by tying down forces that could otherwise be used to continue that offensive. In reality, this “inspired” decision would lead to encirclement and, ultimately, to the destruction of most of the defenders of those designated areas.
The Führerbefehl also listed several guidelines for the Fortress Kommandant. Defensive positions were to be put in place. Roads critical to the enemy would be blocked and bridges would be prepared for demolition. The Soviet armored superiority would be met with anti-tank units supported by heavy weapons and a reserve of combat-ready troops, and adequate supplies would be stockpiled. The harsh truth was that by the time a city would be declared a Festung (fortress), the guidelines would be impossible to follow in most cases.
Preventing Defeat on March 10th
On March 9, Soviet troops entered Ternopil for the first time. The advance into the city was badly coordinated, and the tanks and accompanying infantry soon found themselves in a fierce fight with the garrison. An assault gun unit and some antitank guns were quickly sent to reinforce the garrison, which consisted of a mixture of Ukrainian volunteers and regular troops of the Army and Waffen SS that had been caught in the city. While the fighting was still going on, Hitler declared Ternopol a Festung on March 10.
If the situation had not been so serious, the declaration would have been laughable. Ternopil was surrounded by flat land, and von Neindorff had only been able to build rudimentary defenses since he arrived because of supply and manpower shortages. There were no antitank ditches, minefields, concrete bunkers, or fortified buildings within the city, and ammunition was also in short supply.
The garrison had a total of 15 antitank guns at its disposal, some of which were the practically useless 37mm versions, which had earned the contemptible nickname of “door knockers” among the troops for their failure to penetrate Soviet armor. There was no airstrip in the city, and antiaircraft defenses consisted of three 20mm and four 88mm guns. Artillery ammunition for the garrison’s three 105mm and eight 155mm guns was in short supply, and the garrison’s medical unit had hurriedly left the city just before the Russians arrived on the 9th, taking with it most of the city’s medical supplies.
If the Soviets had been able to launch an attack in force, the battle for Ternopil would probably have been over on the 10th. Russian troops had already captured the supply dump located on the northeast edge of the city and were moving toward the suburb of Bila. Another Soviet thrust had forced garrison troops back in the southern part of the city.
The arrival of the assault guns and some supporting infantry broke the Russian advance, forcing them out of Ternopil after a few days of fighting. As the garrison troops advanced to their former perimeter, they left several burning enemy armored personnel carriers and six destroyed tanks in their wake. An estimated 400 enemy dead also littered the battlefield. Ternopil was free for the time being, but von Neindorff knew the Soviets would be back with a vengeance.
Composition of the German Defenders
German forces had finally been able to establish a line on the western bank of the Seret River. Just north of Ternopil was Maj. Gen. Karl Arndt’s 359th Infantry Division, which had been formed in November 1943. Arndt’s northern flank was protected by another newly formed infantry division—the 357th under Maj. Gen. Wolfgang von Kluge. To the south of Ternopil, the remnants of Brig. Gen. Paul Scheuerpflug’s 68th Infantry Division had taken up position. Stretching out across the Seret to the east was the 7th Panzer Division under Colonel Karl Mauss and the 1st SS Panzer Division under SS Brig. Gen. Theodore Wisch. General Hermann Balck’s XLVIII Panzer Corps had the overall command for the Ternopil sector.
Von Neindorff and his deputy, Colonel Carl-August von Schönfeld, now had about 4,500 men to defend the city. They included troops from the Demba Fusilier Battalion, the 543rd Regional Defense Battalion, the 500th Proving Battalion, and the III Mitcherling Battalion, 4th SS Volunteer Regiment, of the 14th SS Galizien Volunteer Infantry Division. Also included were an Alert Company of the 8th Panzer Division and Alert Company Vogel. The 359th Infantry Division provided two battalions from its 949th Grenadier Regiment (commanded by von Schönfeld), the IV/359th Artillery Regiment (three batteries), and the 2nd Company of Engineer Battalion 359.
A six-gun self-propelled artillery battery from the 1st SS gave the garrison an added punch, and antiaircraft fire would be provided by the seven guns that remained from the 4th Battery, 384th Flak Battalion. Rounding out the hodgepodge of garrison units was the 1st Company, Panzerjäger Battalion 357 with six antitank guns and a battery of nine assault guns.
An Offer to Surrender
While fighting raged all along the front, the Soviets set about reinforcing a bridgehead on the western bank of the Seret River about 45 kilometers northeast of Ternopil where the sectors of the XLVII Panzer Corps and the XIII Army Corps met. Contact between the two corps was broken on March 18 when the sector of the 226th Security Battalion was torn apart. Heavy fighting nearly restored the German line, but a gap still remained, held by the Soviets.
On March 21, Zhukov hit the German line between Ternopil and Khmelnytskyy, about 105 kilometers southeast of the city. The 1st Army, 3rd Guards Army, and 4th Tank Armies, along with the 1st Guards Army, split the front asunder as more than 200 tanks pushed the 7th Panzer, 68th Infantry, and 1st SS Panzer Divisions back.
North of Ternopil, the Soviet 10th Tank Corps, supported by the 148th and 336th Rifle Divisions, smashed into the 359th Infantry Division, which was also forced back. The Soviets then swung around Ternopil, and on the night of March 23 the city was encircled. The new German front line was now about 20 kilometers to the west.
Von Neindorff had no illusions about his predicament. The city was short on rations and was surrounded by four Soviet divisions that were supported by armor. The Soviets were also bringing up extra artillery batteries and rocket launchers to assist in an imminent assault.
On March 24, the Russians hit the suburbs of Kutkowce and Zagrobela on the western side of the Seret. Fierce fighting ensued, and the Soviets were able to take and hold Kutkowce. Zagrobela was initially lost to the Red Army, but garrison forces were able to retake it, only to lose it once again. The seesaw battle for the suburb saw the town change hands several times, but at the end of the day it remained in German hands.
Late in the day a Soviet representative approached the German defenses under a white flag. He offered terms to von Neindorff for the surrender of Ternopil. The offer went unanswered, and soon after the emissary returned to the Russian line artillery fire rocked the area and shells began falling on the German positions.
Clearing the Way to Ternopil
Meanwhile, 4th Panzer Army was preparing to launch a bizarre operation to deliver supplies to von Neindorff. A convoy carrying 40 tons of ammunition, food, and medical supplies set out from Lvov early on the 25th. It was to travel 120 kilometers in the middle of the night and meet up with a combat group of the 8th Panzer Division under the command of Colonel Werner Friebe, which would clear the way to Ternopil. However, Friebe’s orders stated that once Ternopil was reached and the supplies were delivered he was to turn his unit around and head back to the main German line. Von Neindorff would receive no reinforcements.
Friebe was told to attack at 0530 hours, but the convoy was not yet at the assembly point. He conveyed that fact to 4th Panzer Army headquarters and was informed that he should begin the attack anyway. The convoy could catch up once daylight arrived. At the designated time, Friebe ordered his lead elements to advance.
Combat Group Friebe had two panzer regiments in its ranks, the 2nd and the 10th. It also had motorized infantry from the I/74th Panzergrenadier and I/18th Panzergrenadier Regiments. The colonel used a battalion of PzKpfw. V Panther tanks for his spearhead, which rolled over the defenses of the 107th Rifle Division, which was caught by surprise. Following in their wake, the other panzer elements fanned out, providing flank cover for the motorized units.
As Friebe continued, his units crossed the Dolzanca River. After crossing the river Friebe found the Russians dug in in depth. The only road in the area had been mined, so the combat group was forced onto the marshy and muddy ground on either side, causing delays as they struggled through the mire.
The Russians had prepared well to prevent an expected relief attempt. A series of “PAK Fronts,” lines filled with antitank guns, stood in the way of any would-be rescuer. With some of his panzers already stuck in the muddy ground, Friebe hit the first antitank line, which occupied a hill standing directly in front of the Germans. The Soviet guns fired, and the lead panzers were put out of action.
Friebe was on the radio immediately. “Gudelius,” he said, speaking to the commander of the 8th Panzergrenadier Regiment, “get your men forward quickly and take those gun positions.”
The infantry jumped from their armored vehicles and moved toward the PAK Front. Supported by fire from the panzers, the panzergrenadiers took the Soviet line only to find another positioned on the next hill. That position also fell, as did a third that was even closer to Ternopil. Friebe estimated that his troops had destroyed 25 antitank guns before the panzers were free to move forward again.
It was late in the morning, and even with the delays caused by the Russian antitank lines, the supply convoy was still nowhere in sight. Friebe again pushed his men forward, even though the Soviet artillery was pounding his flanks. The Red Air Force also made an appearance with squadrons brought in from other sectors.
Noon found most of Combat Group Friebe about four kilometers west of the Zagrobela suburb. Here, the Russians had set up yet another line of antitank and infantry positions. While he planned the assault on the new line, the command post of Lt. Col. Alfred Gudelius came under attack by Red Air Force fighter bombers. Gudelius was killed along with the commander of the I/74th Panzergrenadier Regiment, Major Cech, and the commander of the I/18th Panzergrenadier Regiment, Captain Jendreschik.
The attack put the final nail in the coffin of the relief attempt. At 1300 hours, Friebe called off the attack and ordered a withdrawal. “It was clear that a breakthrough to Ternopil would be impossible without more troops and material,” he later wrote. “Numerous tanks were stuck firmly in the marshy areas and had to be retrieved. Mindful of our position and mindful of what we had already spent, I resolved to break off the operation and return to our own front line with all the vehicles that were still functional.”
While Combat Group Friebe was groping its way toward Ternopil, the garrison was involved with a renewed Soviet assault on its eastern sector. A considerable number of Red Army troops were able to break through, and von Neindorff ordered an immediate counterattack with his meager reserves. It took hours of heavy fighting to finally restore the line.
During the evening of the 25th, with the sounds of fighting already faded away after Friebe’s decision to disengage, the Soviets launched attacks on the city’s northern sector and at Zagrobela. In the north, the Russians had massed 17 tanks with escorting infantry. The attack was finally repulsed with the help of Ternopil’s assault gun unit.
At Zagrobela the Soviets fared better. Emboldened by stopping Friebe’s relief effort, the Russians assaulted the suburb after a heavy artillery barrage. The defenders could do little to stop the onslaught, and the survivors pulled back deeper into the town. With the noose tightening, Zhukov immediately sent reinforcements across the Seret to thwart any further relief attempt while pushing other troops intro the newly captured area in Zagrobela for a continuation of the assault there.
The Shrinking German Perimeter
The next two days saw several probes on Ternopil’s defenses. Looking for soft spots in the perimeter, a number of Soviet attacks were repulsed, but these successes also drained the ammunition supply of the garrison. Von Neindorff relayed the critical situation to higher headquarters, and the Luftwaffe responded by dropping 44 containers of ammunition over the city. However, the presence of heavy Soviet antiaircraft units around Ternopil meant that the supply aircraft had to jettison their cargoes at an altitude of 600 meters or more. As a result, only about a third of the ammunition was recovered by garrison forces. Due to the heavy fine encountered, the Luftwaffe command decided that future supply attempts would be made by gliders or by night drops.
Soviet artillery had now been brought up in force, and the garrison was under constant fire from the big guns augmented by heavy mortars and rockets. The men, or more often than not teens, of the 949th Grenadier Regiment were fresh from the training ground. During this stage of the war, basic training had been largely reduced to fundamentals, and the 18-year-olds were now getting their first taste of combat in the worst possible conditions.
On the 28th the Russians chose a sector on the southeast defensive line that was manned by the II/949th for a particularly heavy barrage that lasted two hours. Following the barrage, low-level Russian fighters and bombers hit the area, adding to the carnage and confusion. This was followed by a combined armored and infantry assault that scattered the survivors, who were pulling back in a panic.
The surviving officers tried to rally the men for a counterattack, which was carried out half-heartedly and resulted in more German casualties. Fighting raged throughout the night and into the following day, with von Neindorff constantly shifting his troops, trying to scrape up enough men to seal off the Soviet penetration with the same futile results.
In the end, the defensive line in that sector had to be pulled back, with adjustments having to be made to neighboring sectors. The Russians, sensing the weakness and inexperience of the 949th, hit the regiment again, this time gaining ground around a major access road into Ternopil. Once again, the 949th retreated, abandoning frontline trenches to take up new positions on the very edge of the city, and once again von Neindorff was forced to make further adjustments to his shrinking perimeter.
“Unable to Hold on Any Longer”
With this further success, the Russians took a day to regroup while continuing to pound the German line with artillery fire. The bombardment increased in fury on March 31 as the predetermined points in the German defenses were subjected to a barrage that lasted several hours. Following the bombardment, the Soviets launched concentric attacks on the northern, western, and southern sectors of the line with the Red Air Force giving air cover.
In the eastern sector, the 336th Rifle Division was able to make a wide penetration. The Germans were pushed back to the Ternopil railroad station, which they could not hold. With the capture of the station, the Soviets controlled much of the eastern portion of the city. This opened the garrison’s northern and southern flanks to attacks, causing von Neindorff to pull in those sectors, once again constricting his perimeter and making it next to impossible to receive supplies from the air.
The situation facing von Neindorff on that last day of March was all but hopeless. The area held by garrison forces on the eastern bank of the Seret amounted to about one by one and one-half kilometers, and since the Soviets controlled the heights around the city, they could fire at targets with impunity. Counterfire was impossible for the garrison guns because the dwindling ammunition supply had to be reserved to ward off Soviet infantry attacks. Heavy weapons that had been lost in earlier combat could not be replaced, and the wounded were practically without medical supplies. Food was running short for the garrison and the civilians that still inhabited the German-held areas, but most of the population had managed to move out of Ternopil to the countryside or the questionable safety of the suburbs that had already fallen to the Soviets.
Von Neindorff therefore sent the following message to army group headquarters: “Despite bitter resistance, unable to hold on any longer. Request Führer’s permission for a breakout attempt.” It took only a couple of hours for an answer that said Ternopil was not to be abandoned, regardless of the conditions. The fortress garrison was to continue to resist Soviet assaults until relieved.
Holding onto Zagrobela
April 1 brought renewed fighting in the northern sector, which was being manned by the remnants of the Ukrainian SS battalion. The Soviets struck hard, and the Ukrainians began to crumble. The demoralized troops were pushed back several blocks, but the Russian advance was slowed and then halted as Junkers Ju-87 Stuka dive bombers from General Otto Dessloch’s Air Fleet 4 arrived on the scene. With fighters providing overhead protection, the dive bombers delivered their deadly cargo with precision while trying to dodge the heavy antiaircraft fire. The respite allowed von Neindorff to shore up his position in the north, but he soon had another problem.
The bridge across the Seret between Ternopil and Zagrobela was an important Soviet objective. Once it was in Red Army hands, the Ternopil garrison would have no way to attempt a breakout to the west except through a narrow roadway built on top of a dam in the city, which was also in danger of being captured. Zagrobela was now held by the Demba Fusilier Battalion, and the area it occupied represented the last vestige of land under German control on the western bank of the Seret in the Ternopil sector.
While the fighting was raging in the northern sector, the Soviets hit the Demba Battalion with an infantry attack. Unlike the Ukrainians from the Galizien Division, the soldiers of the battalion were veteran troops from the Demba training grounds in southern Poland. Although the Russians were able to gain ground at first, a well-coordinated counterattack pushed them back. The Soviets fought like tigers to keep their hard won gains, and both sides suffered heavily before the previous German line had been restored.
The next day, the Russians resumed their attempt to wrest Zagrobela from the Demba Fusiliers. This time they were supported by tanks. The rubble in the streets made slow going for the T-34s, which soon fell behind the infantry. Tank killer units used grenade bundles and sticky mines to disable a few, but the fusiliers’ salvation came from Dessloch’s Stukas, some of which were armed with 37mm cannon under each wing. Using tactics refined by ace tank-buster Major Hans-Ulrich Rudel, the Stukas swooped down on the Russian armor, hitting the lightly armored engine compartments with deadly 37mm fire that stopped the tanks and forced the survivors to retreat.
Stymied in Zagrobela, the Soviets hit Ternopil from all sides. The Stukas were gone, and the combined armored-infantry assault succeeded in making several penetrations, which forced von Neindorff to further reduce his perimeter. The defenders fought tenaciously, and the dishonored survivors of the 949th made good their earlier failures in the face of superior numbers. With casualties mounting, von Neindorff was forced to throw in the last of his meager reserves to repulse an assault aimed at the center of the area he still controlled.
Momentary Salvation from the “Flying Artillery”
On the night of April 2, he again warned higher headquarters that his position was all but hopeless. “Continued resistance in confined area in the face of enemy pressure is only a question of time,” his message said.
The message was passed from corps to Army headquarters. His commanding officers knew that von Neindorff was no coward, and they also knew that time for another relief attempt was growing short. They told von Neindorff to hold on for a few more days and that something would be done to relieve his men.
While Army command worked out a plan for a new attempt, the Russians kept up the pressure on the fortress. With the 302nd Rifle Division facing the western sector, the 322nd Rifle Division in the north, the 336th in the east, and the 117th Guards Rifle Division in the south, the Soviets were able to stagger their attacks, keeping the garrison off balance. The ammunition shortage was reaching a critical point, and von Neindorff was forced to rely more and more on Dessloch’s Stukas to keep the Russians from breaking through. Luckily, the weather held, and as Red Air Force and Luftwaffe fighters dueled overhead, the “flying artillery” was able to break up Russian troop concentrations, allowing the garrison to hang on.
The 4th Panzer Army also had its hands full. While trying to hold the Red Army at bay to the north and east of Ternopil, other units had been engaged in trying to make contact with the encircled 1st Panzer Army, which had been in a fighting retreat from the Kamianets-Podilskyi Pocket, some 100 kilometers southeast of Ternopil, since the first part of March. On April 6, the 10th SS Panzer Division established contact with the encircled army as spearheads from both German forces met near Buchach (Buczacz), about 60 kilometers south of Ternopil.
This action freed the 9th SS Panzer Division, which was scheduled to support the 10th in its effort to reach the 1st Panzer Army. As the Soviets had already fortified the western approaches to Ternopil to counter any relief attempts from that direction, the Hohenstauffen was ordered to move to the Horodenka (Horodyszcze) area and meet up with Friebe’s Combat Group from the 8th Panzer Division for an attempt from the southwest.
Bombarded by Artillery and Propaganda
While these forces were gathering, the Russians continued to pummel the ever shrinking area held by the Ternopil garrison. Propaganda units were also with the encircling divisions, and during lulls in the artillery bombardments turncoat Germans or German-speaking Russians promised good treatment, food, and medical aid to any man who came over to the Soviet lines. The loudspeakers also played melancholy German songs, which, it was hoped, would prod the enemy to lose heart. The propaganda and songs were often cut short by renewed artillery fire.
In addition to destroying German positions, blanket artillery fire also helped cover Soviet infiltration units that ranged from squad to company size. Instead of mass attacks, the Russians managed to chip away at the German perimeter by seizing houses and buildings while garrison units were under cover. For three days, small groups of Soviet and garrison troops fought in conditions similar to Stalingrad, where both sides held various rooms or floors in the same structure. Grenades, flamethrowers, and satchel charges were the weapons of choice in this vicious fighting, and no quarter was given by either side.
On April 9, all four Soviet divisions assaulted the German perimeter after another massive bombardment. The 336th Rifle Division made significant inroads in the eastern sector, wresting several more blocks from the garrison. In the north, the 322nd was also successful in gaining valuable ground. The 117th Guards in the south and the 302nd in the west were not successful, and although von Neindorff was forced to pull half his line back once more, the Russians were not able to make the dramatic breakthrough they had hoped for.
Preparing for a Breakout
From March 23 to April 8, the garrison had suffered 1,487 casualties, including 16 officers. That figure, von Neindorff stated, included those killed and those who were wounded so badly that they were no longer able to fight. In a message to the 4th Panzer Army headquarters, he also said that the condition of his remaining forces was such that they could no longer hold out with any certainty for even another day or two.
He received a reply later on April 10. It stated that Balck’s XLVIII Panzer Corps would begin a relief attempt on April 11. The garrison was to prepare for a breakout and should be ready to destroy all weapons that could not be taken with the breakout forces. “Prepare wounded for evacuation…,” the message continued. “Form a strong battle group to act as a rearguard during the breakout. Breakout to begin only on radioed orders from the Panzer Corps. Password: No soldiers better than we.”
Word of the orders spread throughout the garrison. It was a shot in the arm for the men, who had all but resigned themselves to their fate, and morale rose along the perimeter. If there was a chance of freedom, the men decided that they would fight even harder, holding on until orders for the breakout were given.
Since receiving orders to prepare for the relief attempt at 1700 hours on April 9, the 9th SS began moving to its staging area near Horodenka. There, it waited for Friebe’s unit, now known as Panzer Formation Friebe, which was moving south from Brody. Friebe’s forces arrived on the 10th and settled into an area north of the 9th SS. The vehicles in Friebe’s command consisted of 24 Panthers, 9 PzKpfw. VI Tigers tanks, and about 100 SPWs (armored personnel carriers capable of carrying 13 men).
At 1730 hours on April 10, the relief forces received the following message from the XLVIII Panzer Corps headquarters: “The honorable task of freeing the brave defenders of Ternopil falls to you. For the past week, these men of the fortified town, cut off from the outside world, have halted a vastly superior enemy in heroic fighting. Prove your comrades’ worth. Only if everyone gives their all for this task will this undertaking succeed.”
Bogged Down in Mud
Plans for the assault called for the units of the 9th SS that were to take part in the attempt and Panzer Formation Friebe to take bridgeheads across the Strypa River and make a straight drive to Ternopil. It sounded easy, but the Russians had fortified the avenue of attack with several PAK Fronts. Reinforcements had also been brought into the area, so instead of just facing the infantry of the 135th Rifle Division, the relief group would now also encounter the 1st Guards Artillery Division, which had a heavy gun brigade, two howitzer brigades, and three light artillery brigades, and the 68th Guards Rifle Division. On the right flank of the proposed attack corridor stood the 148th Rifle Division and the 52nd Guards Tank Brigade.
The weather also affected the effort. It had started to rain even as the final preparations for the relief attempt were under way. The rain soon became a downpour that turned the earth into a sticky ooze that even the best tracked vehicles could not handle without extreme difficulty. Nevertheless, the relief forces set out in the early hours of April 11.
Friebe’s spearhead, many of its vehicles already bogged down in the mud, soon ran into a hornet’s nest of antitank guns supported by infantry. Several vehicles were hit as the Germans tried to force a crossing of the Strypa. A withdrawal was ordered, and German artillery was called in to blast the Soviet positions, but when the Germans moved forward again they were still hit with antitank fire backed up by Soviet artillery.
Friebe ordered a third attack, but that one also faltered and then stopped in the face of deadly enemy fire. It was evident that the planned crossing of the Strypa at the designated area would not be possible, so his unit was ordered to turn south and support the 9th SS in the Horodenka area.
The 9th SS was also plagued by the mud. In Horodenka proper, the Soviets had established a strong defensive position that would threaten the German flank. A force of 30 assault guns and 30 PzKpfw. IV tanks supported by infantry and engineers was able to penetrate the Russian defenses. Forging ahead, two platoons of engineers under the command of SS 2nd Lt. Kunigk fought their way toward a bridge spanning the Wasuskya River, a tributary of the Strypa. Fighting in the village raged as Kugnik’s men inched their way forward.
As dawn broke, the engineers, supported by some assault guns, rushed the bridge under heavy fire. Their objective almost within their grasp, the engineers were rocked by explosions as the bridge disintegrated when Soviet engineers set off charges that had been placed earlier. With the bridge gone, Kunigk ordered his men to cross the river in rubber boats that had been brought up. Russian shells rained down upon them, but the crossing was made and a small bridgehead was established.
Crossing the Wasuskya
Meanwhile, SS Major Hagenlocher’s I/SS Panzergrenadier Regiment 19 fought its way through the bristling Russian defenses that were still holding in the village. Supported by Stukas and assault guns, Hagenlocher’s men gradually pushed the Russians back but were still not able to oust them completely. On the other side of the river, Kunigk was severely wounded as his men fought off Russian attempts to obliterate the bridgehead. With no hope for reinforcements, the engineers were finally ordered to abandon their positions and return to the opposite bank.
About two kilometers to the south at the village of Mylniec SS Captain Lederer’s I/SS Panzergrenadier Regiment 20 and the I/Grenadier Regiment 947 of the 359th Infantry Division attempted to gain a foothold across the Wasuskya, but they were met with heavy fire from Soviet positions on Hill 367, which had a commanding view of the area. As darkness fell, the II/SS Panzergrenadier Regiment 20 under SS Major Frank arrived. Frank ordered his men to cross the river on foot. With the water sometimes reaching their necks and weapons held above their heads, the men crossed the river, hoping to surprise the Soviets at first light.
While Frank’s men crossed the river, the Ternopil garrison came under a massive nighttime attack, complete with heavy artillery fire. Soviet assault troops equipped with satchel charges and flamethrowers were able to penetrate German defenses in several areas, opening the way for regular infantry units to follow. Von Neindorff’s forces were no longer strong enough to seal these breaches, and the Russians were able to keep chipping away at the ever shrinking German perimeter.
For the relief forces, it was vital to have a bridge built across the Wasuskya. Bridging equipment was on its way, but a violent thunderstorm made movement next to impossible. Mired in the mud, the equipment would have to be towed to the Mlyniec bridgehead—a time consuming process.
“Hold on at Any Price”
April 12 found Hagenlocher’s battalion still locked in bloody combat at Horodenka. His men had already suffered 50 percent casualties, and the Soviets still held their positions almost to the last man before retreating a few meters to new positions. The fight for the village also meant that the much needed bridging equipment would have to circumvent the battle area, causing more delay.
Meanwhile, Hitler himself became personally interested in the fate of the Ternopil garrison. In a personal message to von Neindorff, the Führer urged him to be steadfast and to “hold on at any price. The order for your liberation has been given.” However, words of encouragement, even from the top, could not change the situation at Ternopil.
At 2125 hours on the 12th, von Neindorff sent the following message: “Situation extremely desperate, penetrations can no longer be sealed off. Serious consequences to be expected from further enemy pressure. Relief imperative before it is too late.”
The bridging equipment finally arrived on the 13th, but it was evident to the engineers that because of the muddy banks on both sides of the river a bridge and accesses to and from it that could accommodate armor could not be finished until the following day. As the engineers began their work, Soviet and German aircraft dueled in the sky above the fording point. The Luftwaffe and Red Air Force committed considerable resources in the area, and several aircraft from both sides were lost.
Across the Wasuskya, the I and II Battalions of SS Panzergrenadier Regiment 20 were still stymied by the fierce Soviet resistance on Hill 367. Until armor could cross the river, the panzergrenadiers’ only support came from sporadic artillery fire and Stuka strikes. The men inside the bridgehead also had to fight off several attacks launched from the Russian positions. To add to the dismal situation, the Soviets had also dug in some T-34s, which fired on the bridgehead from 800 to 1,000 meters away.
For the Ternopil garrison, the night of April 12 had been a nightmare. Red Army units continued to infiltrate the ragged defensive perimeter, and the Soviet artillery continued to pound the Germans relentlessly.
April 13: “Where is Relief?”
Von Neindorff’s messages to the outside became increasingly desperate on the 13th, as is shown by a sampling received by XLVIII Panzer Headquarters.
O650 hours—“All sectors under heavy pressure through the entire night. New penetration northern wing. Hemmed in further in the west, pressure from north toward the bridge.”
0950 hours—“Garrison under pounding in ruins since 0700. Enemy tanks and antitank guns in the streets as well a preparatory artillery and mortar fire.”
1255 hours—“Heavy barrage on entire defensive perimeter since 1000. Infantry attacks in the south. Critical situation—urgently require relief.”
1520 hours—“House to house fighting in the south and east. Ammunition running low. Where is relief?”
The SS engineers worked through the night of April 13 to construct their bridge, employing two companies under SS 1st Lieutenants Scheffler and Möller. Scheffler’s men set prefabricated trestles in the ground and river bottom to hold the trunks and planks that Möller’s men laid to form a corduroy road over which armor could pass.
At 0610 hours on the 14th, the panzers of SS Lt. Col. Otto Meyer’s Panzer Regiment 9 got the word to begin the attack. The first units to cross the bridge were assault guns of the 7th and 8th Companies, followed by the 5th and 6th Companies, which were equipped with the Panzer IV. In the river below, the men of SS Captain Karl-Heinz Recke’s II/ Panzergrenadier Regiment 19 were finishing crossing the river in rubber boats.
Once across the Wasuskaya, the assault units began to advance on the hills north and south of the heavily defended Hill 367. The assault guns, supported by Lederer’s battalion, fell upon the Soviet units holding Hill 329, about two kilometers northeast of Horodenka. After heavy fighting the hill was taken, eliminating Russian observation points north of the bridgehead.
About five kilometers south of Horodenka, Recke’s battalion and the 5th and 6th Panzer Companies hit Hill 349, which also fell after a sharp engagement. The attack was supported by Major Rudel’s III Group of Lt. Col Karl-Heinz Stepp’s Stuka Squadron 2. Hill 367 was now flanked on both the north and the south, but the Soviet defenders, supported by heavy artillery battalions, refused to budge from their position.
The Germans had made some gains, but ahead of them lay more Soviet defenses manned by the 135th and 148th Rifle Divisions and the 68th Guards Rifle Division. They could rely on the 1st Guards Artillery Division, whose batteries were dug in behind the Ruda River.
Panzer Formation Friebe was being brought into the bridgehead along with SS Captain Rudolf Gruber’s III/SS Panzergrenadier Regiment 20. The reinforcements were sent south and ordered to then swing east once they passed Hill 349. There, they would join with other units of the 9th SS for an attack on the village of Velykyi Khodachkiv, about 13 kilometers southwest of Ternopil. The attack was slated to start in the early morning of the 15th, but it was already too late.
Attack on Velykyi Khodachkiv
At Ternopil, the final act of the tragedy was coming to an end. Soviet forces, attacking from the north, east, and south, moved to crush the defenders. Several German units simply melted away under the onslaught, while others were pushed back block by block.
The Russians threatened to totally cut off the city as they advanced along the Seret toward the bridge and the dam. During the evening, von Neindorff ordered most of what was left of the Ternopil garrison, about 1,300 men, to cross the river to Zagrobela. A small rear guard was ordered to remain in the city to try and protect the approximately 700 wounded that could not be evacuated. The fate of those men was never known, but it is assumed that most of them perished during the final fight for the fortress.
Zagrobela now became the focus of Soviet wrath. After taking Ternopil, the surrounding Russian divisions were able to press the forces in the suburb into an area about 1,000 meters in diameter. The front line was everywhere and nowhere, and there was little protection from Russian artillery and air strikes.
The planned attack on Velykyi Khodachkiv was delayed until 1000 hours because fuel had to be brought up for the panzers. For the attack, the Germans would use the 5th and 6th Companies of Meyer’s Panzer Regiment 9, the I and II/Panzergrenadier Regiment 20, the III/ Panzergrenadier Regiment 19, part of SS Engineer Battalion 9 and the I/ Panzergrenadier Regiment 8 of Panzer Formation Friebe. They were to be supported by SS Major von Saucken’s I/SS Panzer Artillery Regiment 9.
As the attack forces moved out, they were met by heavy antitank and machine-gun fire punctuated by artillery fire directed by Soviet observers on the surrounding hills. The enemy artillery was met with von Saucken’s counterfire. His motorized batteries (one 150mm battery and two 105mm batteries) were able to change positions several times, making them difficult to hit. Overhead, Stukas dived on the Soviet positions, hitting several dug-in T-34s.
The Germans slowly pushed the Russians into the center of the village, where a close-range tank duel erupted. Fighting raged throughout the day, but by early evening it had been taken and the assault forces moved farther east only to be met by a counterattack from the 52nd Guards Tank Brigade. As darkness fell, the two forces disengaged to regroup for the next day’s battle.
Von Schönfeld’s Bloody Breakout
While the fight for Velykyi Khodachkiv was in full swing, XLVIII Panzer Corps headquarters was still in contact with the Germans in Zagrobela. At 1200 hours, a radio message from the suburb reported that von Neindorff had fallen to enemy fire and that Colonel Von Schönfeld was taking command of the remnants of the garrison. It was also reported that the situation was extremely critical. At 1240 hours radio contact was severed, and nothing more was heard from Zagrobela.
Von Schönfeld was a practical man. He had commanded Grenadier Regiment 949 since the fall of 1943, and he had distinguished himself both in the west and the east. Now, with about 1,500 men under his command who were running out of ammunition, food, and water, he was on his own. The relief forces were only 10 kilometers from his position, but they might as well have been on the moon. He had no doubt that he would be overrun before outside forces arrived, if they ever did.
Deciding to take matters into his own hands, von Schönfeld gathered his remaining officers for a meeting at 2200 hours. He ordered them to gather their men and divide into two groups. The breakout was to start at 0200 hours.
Surprising Russian posts on the western edge of Zagrobela, the two groups were able to penetrate the Soviet defenses before they separated. Von Schönfeld and his group headed southwest, while the other group moved directly to the west. The good luck at the start of the breakout soon turned as both groups ran into heavier Soviet defenses.
Near the village of Jankova, about three and one-half kilometers southwest of Zagrobela, von Schönfeld’s group hit the prepared positions of the 1st Guards Artillery Division. The Soviets reacted quickly after the initial contact, and those Germans who were not immediately killed fled westward singly or in small groups. With all the officers dead, including von Schönfeld, the leaderless men were picked off as they tried to reach the German line. Of the approximately 700 men in von Schönfeld’s group, a total of 45 made it to the German line east of Velykyi Khodachkiv. Another 10 men from the other group staggered into other parts of the line—55 out of the original 4,600 man garrison.
The tragedy of the Ternopil garrison would be repeated many times during the final year of the war. Hitler’s declarations of “fortress cities” such as Vitebsk, Mogilev, Königsberg, and Breslau sealed the fate of tens of thousands of soldiers who could have been used to shore up the crumbling Eastern Front. Hitler’s obsession with holding these fortress cities, many of them for prestige reasons, would only hasten the inevitable end of the Third Reich.