Between 29 September and 13 October 1941, Rundstedt's armies overran the coal- and iron-rich Donets Basin region, where 20 percent of Soviet steel was produced. They also forced the Mius River and captured Taganrog on the Sea of Azov. Meanwhile, General Friedrich Paulus's Sixth Army captured Kharkov on 24 October. Rain and mud slowed the German movement, however. The Soviets were then able to evacuate Rostelmash, a large agricultural machinery plant at Rostov, despite German bombing.
To counter the German advance, the Soviet Southern Front (army group) under Commander Marshal Semen Timoshenko had recently been reinforced, and Timoshenko had at his disposal the Thirty-Seventh Army and the Fifty-Sixth Independent Army. On 9 November, he submitted a plan to Stavka (the Soviet High Command) for an attack against the concentration of German forces in the Rostov area to take place on 17 November. Josef Stalin approved the plan but refused to reinforce Timoshenko.
On 17 November, Timoshenko's forces struck Rundstedt's spearhead, Colonel General Ewald von Kleist's First Panzer Army, some 40 miles north of Rostov. Timoshenko had hoped to create a diversion and draw the Germans away from Rostov, but this effort failed, and Colonel General Eberhard von Mackensen's III Panzer Corps drove on Rostov, entering the city's northern suburbs on 19 November. On 21 November, the 1st SS Panzer Division captured Rostov. But a gap had opened between the German forces. Realizing that he was overextended, Kleist withdrew from Rostov on 22 November, only to see his order to construct positions behind the Mius River, 45 miles west, countermanded by Commander of the German Army Field Marshal Walther von Brauchitsch, who insisted that Rostov be held.
On 28 November, Colonel General Yakov T. Cherevichenko's Southern Front forces composed of 21 divisions of the Thirty-Seventh and Ninth Armies drove into the rear of III Panzer Corps, which was exhausted and seriously short of supplies, manpower, and equipment. Later that same day, Kleist ordered that Mackensen give up the city. The Soviets then succeeded at getting a bridgehead across the iced-over Don on the southern outskirts of Rostov. Night crossings reinforced the Soviet bridgehead, despite German opposition. By 29 November, Soviet units had cleared Rostov, which was heavily damaged and burning as a result of German demolitions.
On 30 November, Kleist again ordered a withdrawal behind the Mius River, but this move was more than Adolf Hitler would tolerate, and he ordered Brauchitsch to have Rundstedt countermand the order. Rundstedt refused and offered his resignation. On 1 December, Hitler replaced him with Field Marshal Walther von Reichenau, who was unable to influence events. The withdrawal, certainly the correct decision in the circumstances, was completed that night.
The battle marked the first serious setback for the Germans since the start of Operation barbarossa. It also began the departure of all four of the German army's top commanders. In December, both Brauchitsch and Army Group Center commander Field Marshal Fedor von Bock also resigned, and the commander of Army Group North, Field Marshal Wilhelm von Leeb, followed suit in January. Hitler did not replace Brauchitsch, choosing to take command of the German army himself.
Claude R. Sasso and Spencer C. Tucker
Erickson, John. The Road to Stalingrad. Boulder, CO: Westview Press, 1983.; Glantz, David M., and Jonathan House. When Titans Clashed: How the Red Army Stopped Hitler. Lawrence: University Press of Kansas, 1995.; Werth, Alexander. Russia at War: 1941–1945. New York: Avon Books, 1965.