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CHAPTER II
Planning the Counteroffensive

Details of the Plan

About 25 September Generalorberst Alfred Jodl was ordered to begin a detailed analysis of the Hitlerian concept, the only function now left to the great General Staff. Some latitude remained to the individual staff officers and those favored few in the high echelon of command who retained access to the Führer in kneading and shaping the very general outline handed down by Hitler into an operations plan. The outline as it now had taken shape contained these major points :

• (a) the attack should be launched sometime between 20 and 30 November;
• (b) it should be made through the Ardenne in the Monschau – Echternach sector;
• (c) the initial object would be the seizure of bridgeheads over the Meuse River between Liège and Namur;
• (d) thereafter, Antwerp would be the objective;
• (e) a battle to annihilate the British and Canadians would ultimately be fought north of the line Antwerp, Liège, Bastogne (1);
• (f) a minimum of thirty divisions would be available, ten of which would be armored;
• (g) support would be given by an unprecedented concentration of artillery and rocket projector units;
• (h) operational control would be vested in four armies and two panzer armies abreast in the lead, two armies composed largely of infantry divisions to cover the flanks;
• (i) the Luftwaffe would be prepared to support the operation;
• (j) all planning would aim at securing tactical surprise and speed;(k) secrecy would be maintained at all costs and only a very limited number of individuals would be made privy to the plan.

(1)- The precise reasons for the selection of Antwerp as the German objective are none too clear. The city represented the main supply base for British operations and it might be expected that the British public would react adversely to an Allied command responsible for the loss of an area so close to England which could be employed for V-2 attacks at short range.
Later, at Nuremberg, Feldmarschall Gerd von Rundstedt, would say that the Meuse bridgeheads and Liège actually were the ultimate objectives. The 5. Panzer Army commander, General der Panzertruppen Hasso-Eccard von Manteuffel gives his story in Seymour Freiden and William Richardson, eds., The Fatal Decisions (New York : William Sloane Associates, Inc., 1956), Part 6

Hasso Eccard Von Manteuffel was born in Potsdam to a respected Prussian aristocratic family. In 1908, he became a cadet in a military school.

World War One
He joined the Imperial German Army on 22 February, 1916 as an officer in a Hussar Regiment. His World War One service began in April 1916 with the 5. Squadron, 3. Hussar Regiment, attached to the 6. Prussian Infanterie Division on the Western Front. He was wounded on October 12 fighting in France. After recuperating, he returned to active service in February 1917 and was posted to the Divisional General Staff.

Inter War Years
With the outbreak of the German Revolution in November 1918, he was assigned to guard the bridge over the Rhine River at Köln against the revolutionaries and thus enable a safe withdrawal of the army from France and Belgium to Germany. Following the dissolution of Imperial Army, he entered the Freikorps in January 1919.
After the establishment of the Weimar Republic, he joined the newly created Reichswehr and was assigned to the 25. Kavalerie Regiment at Rathenow in May 1919. During the early 1920s, he was a squad leader with the 3. Preussisches Kavallerie Regiment, later becoming the Regimental Adjutant. On 1 February, 1930, he became the commander of the Technical Squad.
On 1 October, 1932, Hasso von Manteuffel was transferred to the 17. Bayerisches Kavallerie Regiment at Bamberg, serving as a squadron commander. Two years later, on 1 October 1934 he was transferred again, this time to the Kavallerie Regiment “Erfurt”. On 15 October 1935 he was appointed commander of the 2. Motorcycle Rifle Battalion of Heinz Guderian’s 2. Panzer Division. From 1936 to 1937 he served as a major on the staff of the 2. Panzer Division and as a training officer of cadets and cadet officers. On 25 February 1937 he became a consultant in the Panzer Troop Command of the OKH, and on February 1, 1939 a senior professor at Panzer Troop School II in Berlin-Krampnitz. He remained there until 1941, thus missing out on the campaigns in Poland and France.

World War Two
On May 1, 1941, Hasso von Manteuffel was appointed commander of the 1. Battalion, 7. Rifle Regiment of the 7. Panzer Division. With this unit, he served under Hermann Hoth’s Panzer Group 3 of the Army Group Centre in Operation Barbarossa, the invasion of the Soviet Union. On 25 August 1941, he took over the 6. Rifle Regiment of the 7. Panzer Division after its commander was killed in action. In May 1942, after having engaged in heavy fighting around Moscow in the winter of 1941–1942, the 7. Panzer Division was transferred to France for refitting. On 15 July, 1942, while the division was still in France, von Manteuffel was made the commander of the 7. Panzer Grenadier Brigade of the 7. Panzer Division.

In early 1943, von Manteuffel was sent to Africa, where on 5 February he became the commander of the Division von Broich, von Manteuffel, serving in Hans-Jürgen von Arnim’s 5. Panzer Army of Erwin Rommel’s Army Group Afrika. Here von Manteuffel took part in defensive operations during the Battle of Tunisia, conducting a successful counteroffensives that tied down Allied forces. In the midst of heavy fighting, he collapsed from exhaustion on March 31, and was evacuated back to Germany. On 1 May, 1943, von Manteuffel was promoted to the rank of Major General for his exploits in Africa.

After recuperating, von Manteuffel was made the commander of the 7. Panzer Division on 22 August, 1943 and was once again on the Eastern Front, which had by then collapsed following the Battle of Kursk and the resulting Soviet counteroffensive. Despite being wounded in the back in a Soviet air attack on 26 August, 1943 he stayed on, battling in Ukraine. After ferocious fighting at Kharkov, Belgorod, and along the Dnieper River, he succeeded in bringing the Red Army offensive to a halt. In late November, he managed to recapture Zhitomir, thus saving the almost encircled 8. Panzer Division north of the city.

As a result, von Manteuffel was made the commander of the élite Grenadier Division Großdeutschland on 1 February, 1944. His command engaged in a series of intense defensive battles west of Kirovograd, then withdrew across Ukraine, and reorganized in Romania in late March 1944. It engaged in a series of successful defenses in northern Romania through June, when the exhausted Großdeutschland was moved into reserve for a refit. In late July Großdeutschland was ordered to East Prussia, which was being threatened after the Red Army crushed Army Group Centre in Operation Bagration. Here he launched a successful but costly counterattack into Lithuania, managing to stabilize the front, but failing to break through to the Courland Pocket, where Army Group North was trapped after the decimation of Army Group Centre.

On 1 September, 1944, von Manteuffel was promoted to General der Panzertruppen and given command of the 5. Panzer Army, fighting on the Western Front. After engaging in heavy combat in Lorraine against George S. Patton’s 3rd Army, the unit was withdrawn to reserve and began refitting for the upcoming Ardenne Offensive. Although he was assigned a support role, von Manteuffel’s 5. Panzer Army achieved one of the deepest penetrations of Allied lines during the offensive, almost reaching the Meuse River. This penetration included the Battle of Bastogne.
On 10 March, 1945, von Manteuffel was made the commander of the 3. Panzer Army on the Eastern Front. Von Manteuffel’s army was part of Army Group Vistula, commanded by General Gotthard Heinrici.

The 3. Panzer Army was assigned to defend the banks of Oder River north of the Seelow Heights. This position, if held, would prevent a Soviet thrust into Western Pomerania and then into Berlin. But von Manteuffel was faced with an overwhelming attack launched by General Konstantin Rokossovsky’s 2nd Belorussian Front during the Battle of Berlin. At one point in the battle, Soviet troops entered his headquarters, and killed four of his staff, wounding a likewise number. Before they could kill the others, Manteuffel himself shot one, and brought down the other with his trench knife.

On 25 April, the 2nd Belorussian Front broke through 3. Panzer Army’s line around the bridgehead south of Stettin. The Soviets crossed the Randow Swamp. Von Manteuffel was forced to retreat to Mecklenburg. Around April 28, he was offered Heinrici’s command of Army Group Vistula and turned down the promotion. On 3 May, 1945, von Manteuffel surrendered his troops to the western Allies and thus escaped capture by the Soviets.

Post War
Hasso Eccard von Manteuffel was held in an Allied POW camp until September 1947. After his release, he entered politics and was a representative of the Free Democratic Party of Germany (FDP) in the German Bundestag from 1953 to 1957.
He spoke fluent – even sophisticated – English, and was an honored guest in the United States, visiting the Pentagon and, by the invitation by President Dwight D. Eisenhower, the White House. In 1968 he lectured at the United States Military Academy at West Point, and also worked as a technical adviser on war films and was featured in Cornelius Ryan’s The Last Battle.

Hasso von Manteuffel died in Reith im Alpbachtal, Tyrol, Austria on 24 September, 1978.

Theoretically, the chief of OKW, Keitel, should have been the central figure as preparations for the Ardenne counteroffensive unrolled. Actually he was charged with estimating the fuel and ammunition required. (2) Jodl and the Armed Forces Operations Staff would mastermind the great attack. Rundstedt, Commander in Chief West, was not informed of the impending operation; indeed at this stage he did not even know that Hitler envisaged a counteroffensive in the west. So much for the Rundstedt Offensive, as this appellation was broadcast to the world by the Allies in December 1944.

(2)- The remaining records of the German High Command show clearly that Keitel no longer had a hand in the actual direction of the war or in strategic planning.

The mechanics of German staff work seem to have deteriorated little during the years of war despite the disfavor into which the General Staff, as an institution, had fallen. Methodically, according to doctrine as old as Moltke the Elder, the young officers with Jodl studied variants to the scheme proposed by Hitler. Ultimately the staff settled on five possible courses of action :

Operation Holland : a single-thrust attack to be launched from the Venlo area, with Antwerp as the objective.

Operation Liège – Aachen : a two-pronged attack with the main effort driving from northern Luxembourg in a northwesterly direction, subsequently turning due north to meet the secondary attack which would be launched from the sector northwest of Aachen.

Operation Luxembourg : a two-pronged attack launched simultaneously from central Luxembourg and Metz to seize Longwy.

Operation Lorraine : also a double envelopment, to be launched from Metz and Baccarat and to converge on Nancy.

Operation Alsace : an envelopment to be executed in two thrusts, one originating east of Epinal and the other east of Montbéliard, the juncture to be made in the Vesoul area.

Of these five possibilities the planning staff recommended the first two. Operation Holland was recognized as risky but, at the same time, the most promising strategically. Operation Liège – Aachen was deemed a good exercise of the forward double envelopment and the possible payoff very large-the destruction of the enemy in the Aachen salient. In conversation with Jodl on 9 October, Hitler plumped for a two-pronged envelopment, setting in chain what would become a bitter controversy between his views and those of his major field commanders.
When, two days later, Jodl produced a draft plan and operation overlay for Hitler’s inspection, the favored solution seems to have been contained in Operation Liège – Aachen with emphasis on a main effort to be made through the Ardenne and Eifel.
As Schramm soberly puts it :

“Systematic re-examination confirmed that the area selected by the Führer actually was the most promising on the whole Western Front.”

The scoffer may feel that such a solution by junior officers was predestined. And, although the planning staffs in 1940 had been able to introduce radical changes into the Hitler scheme of maneuver, perhaps such independent staff operation no longer was possible, or at least politic. There was no high-placed and unbiased professional testimony, however, to negate this decision by the colonels and lieutenant colonels who vetted the Hitler concept. Rundstedt, despite a deep-burning personal desire to detach his name from the final offensive and a professional contempt for the failure to recognize the paucity of means for the mission assigned him, would later say of the Ardenne Campaign and Hitler’s share in its formulation :

“The operational idea as such can almost be called a stroke of genius.”

Hitler now accepted both of the recommended solutions and ordered preparation of a new draft synthesizing the two. This concept of a double envelopment with the two prongs of the attack originating far apart and casting a wide net as they moved to a meeting would be known to the German staffs as the “Grand Slam (the American commanders were not the only military bridge players) or the Big Solution.” Although Jodl and the WFSt often were charged by subordinate headquarters as having no realization of the difficulties under which the outnumbered German troops were battling, here appears to be one case in which the planning staff was thoroughly aware that the means were not and could not be adequate to the grandiose object of the Big Solution.
Without the support of the field commanders, as yet not involved in the planning, Jodl dared not, or at least preferred not, to gainsay the Führer’s proposal. The argument at this point was on the location of the southern boundary of the main attack force. Hitler held for the line Wasserbillig, Arlon, and the north bank of the Semois River. The staff proposal was more modest in the area assigned the attack, the southern boundary originating near Diekirch, passing north of Martelange to Neufchâteau, thence turning northwest to Givet.

Ten days after the initial staff presentation Jodl was back to hand Hitler the revised outline plan or Aufmarschanweisung. The Aufmarschanweisung, in German practice, was a directive containing the basic parts of the plan, the guiding principles to be followed in developing and implementing the plan, and general instructions as to procedure. From this, more detailed planning normally was undertaken by the headquarters assigned to carry out the operation. Even before Hitler gave the final nod, the chiefs of staff of the two major field Commands concerned (as yet unaware that a counteroffensive was in the offing) were called to the East Prussian headquarters. General der Kavellerie Siegfried Westphal, from OB WEST, and General der Infanterie Hans Krebs, chief of Model’s Army Group B staff, reported at the Wolf’s Lair on the morning of 22 October.(3)
They hardly could have expected a pleasant reception : the embattled city of Aachen had fallen to the Americans, and they had the unpleasant task of pressing OKW for a favorable answer to Rundstedt’s repeated-and unanswered-requests for more divisions to prevent an Allied breakthrough to the Ruhr.

(3) The German term Oberbefehlshaber West, which may mean either the Commander in Chief West or his headquarters, has been rendered as OB WEST when it refers to the headquarters and as C-in-C West when it refers to the person.

Scarcely had salutes been exchanged when the two generals were asked to sign a pledge binding them to secrecy in regard to a mysterious operation Wacht am Rhein (Watch on the Rhine). If this plan should leak out they would be shot ! Westphal and Krebs were in the toils of a security system as carefully conceived and executed as the combined vigilance of the armed forces and the Gestapo could make it. Wacht am Rhein was a cover name, chosen to give the impression that the plan was for a defense at the Rhine. An alternate and more commonly used formula, the Abwehrschlacht im Westen (Defensive Battle in the West) had the same intent and the added advantage that it had been used to describe the battles around Aachen.
Probably the two generals were greatly heartened-and surprised-when they were handed a long list of troops scheduled to arrive on the Western Front at the end of November and in early December. At noon, for the first time, they reported to Hitler who was holding his daily conference. When the conference was finished, Westphal and Krebs found themselves in a second and much smaller meeting, with Hitler himself conducting the briefing on an astounding plan for a counteroffensive to be undertaken in the Army Group B area.

This attack, said Hitler, was designed to surround and destroy the British and American forces north of the line Bastogne, Brussels, Entwerp. It would be carried out in two phases :

- the first phase to close the attacking force along the Meuse River and seize bridgeheads;
- the second phase to culminate in the capture of Antwerp. (Neither here nor later is there evidence of any detailed planning as to what should be done once Antwerp fell.)

Army Group B would have three armies for the attack : the 5. and 6. Panzer Armies would be in the van; the 7. Army would be echeloned to the rear so as to cover the exposed southern flank of the attack wedge. Two target dates were fixed, 20 November for the end of all preparations, 25 November for the beginning of the offensive. The latter date had been selected by Dr. Schuster and his meteorologists in answer to the Führer’s demand for a period in which at least ten days of continuous bad weather and poor visibility might be expected. Such a stretch of poor flying weather would ground the superior Allied air forces. Furthermore, the target date coincided with the new moon, a help in reducing the effectiveness of Allied night raids.

Westphal and Krebs then heard that they could count on 18 infantry and 12 armored or mechanized divisions “for planning purposes.” This windfall of reinforcements included 13 infantry divisions, 2 parachute divisions, and 6 panzer-type divisions from the OKW strategic reserve. But 3 infantry and 6 panzer divisions would have to be withdrawn by OB WEST from the already weakened Western Front and re-formed before taking their place in the coming offensive. (This was hardly pleasant news since OB WEST possessed only 9 panzer divisions in its entire theater of operations.)
Hitler then recapitulated the additional reinforcements which had been listed in the morning : 5 motorized antiaircraft (flak) regiments from the Luftwaffe, 12 Volks artillery corps, 10 rocket projector (Werfer) brigades, plus a host of army troops.

It may be that Hitler sensed some skepticism on the part of the two visitors, and it is probable that he remembered past promises of reinforcements which had never arrived; whatever the reason, he added his personal assurance that these units would be forthcoming. Further, he gave his pledge that the Luftwaffe would support the operation with up to fifteen hundred fighters, of which a hundred would be the new jet planes, far superior to anything the Allies could put in the air. As a clincher, Generalfeldmarschall Wilhelm Keitel then gave his word as an officer that 17.000 cubic meters (4,250,000 gallons) of motor fuel would be available for the attack, plus a special fifty-trainload ammunition reserve, all this in excess of current consumption. The two silent generals were dismissed with the injunction that OB WEST must hold its front, even at the cost of giving ground, without committing a single one of the formations earmarked for Wacht am Rhein, and told that OB WEST should submit a draft plan for the first phase of the attack forthwith.

Back at the Ziegenberg headquarters of OB WEST, Westphal recited the instructions he had received, then hastened on to give Rundstedt his own appraisal of the plan and the “politics” involved. The plan to seize Antwerp was far too ambitious for the forces available; the time for preparation was far too short. Since it was apparent that the whole theme was inspired by Hitler, OB WEST probably would have no voice in determining plans or in directing the operation unless it could team up with Jodl who, in Westphal’s opinion, was wary of the Big Solution proposed by Hitler. Rundstedt had to act quickly if OB WEST was to make its views known.

With the penalty for a security failure so immediate, only the operations officer, Generalleutnant Bodo Zimmermann, the chief of Supply and Administration, Generalleutnant Friedrich John, and one aide were let in on the secret. The next step was to call a conference for 27 October (it now was late on the 24th) at the Army Group B headquarters near Krefeld. In the three nights and two days remaining, the little group at OB WEST would prepare an operations plan; to this the code name Martin was assigned.

The part played by Rundstedt during the prelude to the Ardenne Campaign and in its denouement needs some explanation. An aloof, nonpolitical officer of the old Prussian school, Rundstedt by reason of age and prestige stood at the apex of the German officer caste system. He had survived Hitler’s disfavor, incurred during his first tour as Commander in Chief West, then had been brought back from semiretirement to take over his old post at a time when the German armies in the west were everywhere in retreat. Rundstedt’s position in the autumn of 1944 was exceedingly difficult. He was treated correctly by Hitler, Keitel, Jodl, and the others in the OKW, but was regarded as too old and too lukewarm toward National Socialism to merit anything more than the outer forms of respect. Advice from Rundstedt was consistently pigeonholed by Jodl or brushed aside by Hitler, except in those rare cases when Jodl found it expedient to quote Rundstedt, the field commander, in support of a position being developed by the WFSt.
The relations between Rundstedt and his chief subordinate, Model, commander of Army Group B, were correct but not cordial. After the suicide of Kluge, both the supreme ground command in the west, OB WEST, and that of Army Group B had been united on Model’s shoulders. Rundstedt’s return to the Western Front ostensibly was ordered to relieve this untenable command situation. However, Hitler and his advisers intended to keep the old field marshal officially in leading strings. Model was well aware of the limitations imposed on Rundstedt. He himself was an ardent Nazi, clever, ambitious, and much younger than Rundstedt. Thus far Model had retained a high place in the Führer’s notoriously fickle favor. The upshot seems to have been a kind of truce between Rundstedt and Model in which the younger field marshal deferred to the elder, but in which the OB WEST commander kept his place by handling two-way communications between his subordinate headquarters, Army Group B, and his superior headquarters, OKW, without overly much interference or comment. Under such strained circumstances OB WEST would more and more assume the properties of a rubber stamp, this becoming most apparent during the actual operations in the Ardennes.(4)

(4) The relations between Rundstedt and Model are described by one of the latter’s staff officers Thuisko von Metzch, in an unpublished report made for the Office of the Chief of Military History in 1952, Charles V. P. von Luttichau, Report on the Interview With Mr. Thuisko von Metzch [14-19 March 1952] on Operations of Army Group B and Its Role in the German Ardenne Offensive, 1944. Copy in OCMH.

Otto Moritz Walter Model, (24 January, 1891 – 21 April, 1945) was a German general and later field marshal during World War II. He is noted for his defensive battles in the latter half of the war, mostly on the Eastern Front but also in the west, and for his close association with Adolf Hitler and Nazism. He has been called the Wehrmacht’s best defensive tactician. Although he was a hard-driving, aggressive panzer commander early in the war, Model became best known as a practitioner of attrition warfare – his associate, General Erhard Raus, called it “zone defence”. It emphasized strong fortifications, a reluctance to give ground (although not an absolute refusal to withdraw), and the importance of not allowing major enemy breakthroughs. This approach brought him much success, but his death in 1945 meant he would later be overshadowed by his rivals who advocated manoeuvre warfare.
Model first came to Hitler’s attention before World War II, but their relationship did not become especially close until 1942. His tenacious style of fighting and aggressive personality won him plaudits from Hitler, who considered him his best commander and repeatedly tasked him with retrieving desperate situations. However, the relationship had broken down by the end of the war, after Model was defeated at the Battle of the Bulge.
In personal terms, Model was considered a thorough and competent leader, but was known to “demand too much, and that too quickly”, accepting no excuses for failure from both his own men and those who outranked him. His troops were said to have “suffered under his too-frequent absences and erratic, inconsistent demands”, and that he frequently lost sight of what was or wasn’t practically possible. On the other hand, his dislike of bureaucracy and his crude speech often made him well-liked by some under his command.

Model’s decision to burn his papers at the end of World War II means relatively little is known about his early years. Born in Genthin, Province of Saxony, he was the son of a music teacher and belonged to a lower-middle class, non-military family. He entered the army officer cadet school Kriegsschule in Neisse in 1908, where he was an unexceptional student, and was commissioned as a Leutnant into the 52. Infantry Regiment von Alvensleben in 1910. He made few friends among his fellow officers, and soon became known for his ambition, drive and blunt outspokenness. These were characteristics that would mark his entire career.

World War One
During World War one, the 52. Infantry formed part of the 5th Division, fighting on the Western Front. Model served as the adjutant of his regiment’s 1st Battalion. In May 1915 he was severely wounded near Arras, and in October he won the Iron Cross, First Class. His deeds brought him to the attention of his divisional commander, who despite misgivings about his “uncomfortable subordinate”, recommended him for a posting to the General Staff. Among other things, this meant that Model took part in only the initial stages of the Battle of Verdun, and escaped the carnage of the Somme, to which his division was committed in his absence.
Model sailed through the abbreviated staff officers’ course and returned to the 5. Division as adjutant of the 10. Infanterie Brigade, followed by postings as a company commander in both the 52. Infantry and the 8. Life Grenadiers. He was promoted to Hauptmann in November 1917, and in 1918 was assigned to the staff of the Guard Ersatz Division, which fought in the German Spring Offensive of that year. He ended the war with the 36. Reserve Division.

Inter War Years
By the end of the war, Model had gained a reputation as a capable officer with great potential. In addition, he was already known to Hans von Seeckt, head of the slimmed-down Reichswehr, from his staff postings during the war; and he was equipped with an excellent reference from Generalmajor Franz von Rantau, commander of the 36. Reserve Division. It was thus no surprise that he was one of the 4000 officers retained in the Reichswehr. Model generally kept away from politics in the chaotic period that marked the birth of the Weimar Republic, although as an army officer he was involved in the bloody suppression of the 1920 communist uprising in the Ruhr. The next year he married Herta Huyssen, and they would eventually have three children : Christa, Hella and Hansgeorg. Model hated war stories, and never discussed politics or the war with his wife.

In 1925 Model was posted to the 3. Infanterie Division, an elite formation of the Reichswehr, and one which was heavily involved in testing the new technical innovations of that era. From 1928 he lectured in tactics and war studies for the basic General Staff training course, and in 1930 was transferred to the Training Branch of the Truppenamt. He became known both for his enthusiastic support for modernising the army, and his complete lack of tact.
In 1938, the year he became a Generalmajor, he gave a demonstration of an assault on mocked-up Czech fortifications that impressed Hitler and annoyed the army chief of staff Ludwig Beck (who was trying to dissuade Hitler from occupying the Sudetenland). Like many other army officers at the time he was a supporter of the Nazi party; his time in Berlin also brought him into contact with senior members of the Nazi regime, and in particular he was friends with Joseph Goebbels and Hermann Göring.

World War 2
Model spent the first year of World War II as a chief of staff, first of IV Corps during the invasion of Poland, and then of 16. Army during the Battle of France. He was promoted to Generalleutnant in April 1940, and earned his first senior command posting in November that year, when he was assigned to lead the 3. Panzer Division. He immediately proceeded to ignore all formalities of organization and command, which endeared him to his men and exasperated his staff – who often had to clean up the mess he left behind. He also instituted a combined arms training program where his men were thrown together in various ad-hoc groupings regardless of their parent unit : tankers would train with infantry, engineers with recon units, and so on. Model thus anticipated by some months the regular German use of Kampfgruppen in World War II; while this would become routine later on, it was still not a universal practice in the Wehrmacht in late 1940 and early 1941.

For Operation Barbarossa, the 3. Panzer Division was assigned to the XXIV Panzer Corps, itself part of the 2. Panzer Group, commanded by Heinz Guderian. The campaign opened on 22 June 1941, with Guderian urging his divisions forward at breakneck speed. This suited Model just fine, and by 4 July, his advance elements leading the panzer group’s charge had reached the Dnieper, an exploit that earned him the Knight’s Cross. Crossing it in strength was another matter, however, as the Red Army was prepared to defend the river line. 3. Panzer’s vanguard was thrown back by the Soviet 21st Army, and it was not until 10 July that the Germans were in a position to force a crossing. For this operation, Model, now reinforced with additional troops, reorganized his command into three groups :

- an infantry-heavy force that would cross the river and establish a bridgehead
- a mobile armored group that would pass through the bridgehead and continue the advance
- a fire support group containing nearly all his artillery.

The plan worked so successfully that the river crossing cost scarcely any casualties. There followed two weeks of hard fighting to defend the panzer group’s flank, during which he was assigned the 1. Cavalry Division in addition to 3. Panzer as Gruppe Model, and then an attack to break up Soviet forces massing near Roslavl.
After the fall of Smolensk, Hitler ordered a change of direction, and Guderian’s panzer group turned south into the Ukraine. Its objective was to trap the Soviet forces defending Kiev, an unsupported advance of 275-KM, and again 3. Panzer would form the spearhead. From 24 August to 14 September Model conducted a lightning thrust into the rear of the Soviet Southwestern Front, in which he impressed on his men that speed was everything. The maneuver reached its conclusion when 3. Panzer made contact with the 16. Panzer Division from Army Group South at Lokhvitsa. While it would take several more days to eliminate all resistance, the trap around Kiev had been closed.

Throughout the opening stages of Barbarossa, Model had driven his men hard, achieving the rapid pace of advance that Guderian called for. He had taken great risks – at one point 3. Panzer had only 10 tanks operational – but his audacity and improvisational skills (and the tactical ineptness of his foes) had brought him rich rewards.

Shortly thereafter Model was promoted to General der Panzertruppen and placed in command of XLI Panzer Corps, which was embroiled in Operation Typhoon, the assault on Moscow. The attack had begun on 2 October 1941, and Model arrived at his new command on 14 November in the midst of the battle.
The corps, part of Georg-Hans Reinhardt’s 3. Panzer Group, was located at Kalinin, 160-KM northwest of Moscow. It was worn out, at the end of a long and tenuous supply line (Model had been promoted on 28 October, and needed two weeks just to get to Kalinin), and the cold weather was starting to hamper the Germans.
Nevertheless morale remained high, and the final push towards Moscow began shortly after his arrival. Model was a whirlwind of energy, touring the front and exhorting his troops to greater efforts; he also ran roughshod over the niceties of protocol and chains of command, and in general left his staff trailing in his wake.
By 5 December, XLI Panzer Corps’ 6. Panzer Division had reached Iohnca, just 35-KM from the Kremlin. There, the advance stopped, as the winter – thus far comparatively mild by Russian standards – took hold. Temperatures dropped from 20 to 55°C below zero, weapons and vehicles froze solid, and the Germans were forced to call a halt to offensive operations.
Just as the Germans had made that decision, the Soviet Kalinin, Western and Southwestern Fronts launched a massive counteroffensive, aimed at driving Army Group Centre back from Moscow. The attacks were especially strong against 3. Panzer Group, which had made some of the closest penetrations to the city. In three weeks of confused, savage fighting, Reinhardt extricated his troops from potential encirclement and fell back to the Lama River line. Placed in charge of covering the retreat, Model’s harsh, almost brutal style of leadership now paid dividends as panic threatened to infect the German columns. On several occasions he restored order at a congested crossroads with a drawn pistol, but the retreat never became a rout.

During this period, Model noticed that the Soviet attacks – made en masse and with poor tactical coordination – tended to be most successful when the Germans employed a strong point defense instead of a continuous line. Moreover, Soviet logistics were still inadequate to support a fast-moving battle; thus even if a gap was made, it did not automatically mean a crisis. Therefore he ordered his men to spread themselves out, which exploited his corps’ advantage in artillery over the Soviets, while he created small mechanized Kampfgruppen to deal with any breakthrough. His tactics were successful, if costly (by the end of 1941, 6. Panzer Division mustered 1000 men, including all front line, support and staff personnel). He would continue to advocate similar tactics throughout his career.

Model’s success in holding his front had not gone unnoticed, and in January 1942 he was placed in charge of the 9. Army occupying the Rzhev salient, leapfrogging at least 15 more senior commanders in Army Group Centre alone. Ironically, although he felt great displeasure towards officers bearing the red trouser-stripe of the General Staff, the fact is that he had valuable experience as a division and corps commander and as chief of staff to both a corps and an army.
There is a popular anecdote concerning his arrival at army headquarters in Sychevka on 18 January. He swept into the operations room without ceremony, examined the situation map while polishing his monocle, and finally pronounced the army’s predicament to be “rather a mess”. When informed by Lieutenant Colonel Blaurock that his current plans extended no further than pushing the Russians away from the rail line, he demanded a counterattack with the final goal of “strike the Russian flank and catch them in a strangle-hold”.
When the astounded Blaurock inquired “And what, Herr General, have you brought us for this operation ?”, Model looked at him severely and responded “Myself !” before bursting into laughter.

Just prior to his departure for the front, the new army commander had held lengthy consultations with both Hitler and Halder.
They impressed upon Model that great firmness would be necessary to save the army from destruction, and his vehemence in return had so impressed Hitler that upon the general’s departure he remarked : “Did you saw that eye ? I trust that man to do it, but I wouldn’t want to serve under him”.
When Model took over, his sector was in a shambles : the Kalinin Front had broken through the line and was threatening the Moscow Smolensk railway, the main supply route for Army Group Centre. Despite the danger, he realized the precarious position the attackers themselves were in and immediately counterattacked, cutting off the Soviet 39th Army. In the ferocious battles that followed, he repelled multiple Soviet attempts to relieve their trapped soldiers, the last being in February. He then squeezed out the pocket at his leisure, in a series of operations culminating in mid-July. For this, he was awarded the Oak Leaves to the Knight’s Cross and promoted to Generaloberst.

Having restored the 9. Army’s front, Model set about holding it. His defensive doctrine, which combined conventional thinking with his own tactical innovations, was based on the following principles :

Up-to-date intelligence, based on front line sources and reconnaissance instead of relying on reports from rear-area analysts

A continuous front line, no matter how thinly held. This was counter to standard German doctrine, which called for a screen of outposts and the main body held further back

Tactical reserves to halt any imminent breakthrough. In practice, this meant dispersing his armor into individual platoons and companies along the front to support the infantry, instead of concentrating it into a sizable striking force

Centralized artillery command and control. Since the end of World War I, German divisions had had their artillery spread out amongst their component regiments, which made it difficult to bring the maximum weight of fire to bear on any one point. Model reorganized his artillery into special battalions under the direct control of the divisional and corps commanders

Multiple static lines of defense, to delay the enemy’s advance. Hitler had in fact forbidden the construction of multiple lines, saying that soldiers would be tempted to abandon their current line in favor of falling back to the next; Model simply ignored this inconvenient order.

Using these tactics, he would successfully defend his front throughout 1942 and into 1943, despite giving up troops and vehicles for the battles further south. In this time he fought off several major Soviet offensives; one of these, codenamed Operation Mars by the Soviets, has been described as Marshal Georgy Zhukov’s worst defeat of the war. It all added to his reputation as a “lion of defence”.
9. Army eventually evacuated the salient in Operation Buffalo (Büffel) in March 1943, as part of a general shortening of the line. Large-scale anti-partisan sweeps were carried out in the weeks before the operation (the army’s sector was a hotbed for partisan activity), in which an estimated 3000 Russians were killed, the great majority of whom were unarmed. The withdrawal itself took two weeks, with minimal casualties or disruption : no mean feat when the army numbered about 300000 men including civilian hangers-on, 100 tanks and 400 guns. In its wake, Model personally ordered the deportation of all male civilians, wells to be poisoned, and at least two dozen villages razed. In the same month, he received the Swords to his Knight’s Cross, and 9. Army received orders to move into Orel.

On 5 July 1943 Model led the northern assault on Kursk during Operation Citadel, a plan which had caused great controversy within the German high command. Günther von Kluge and Erich von Manstein, commanding Army Groups Centre and South respectively, had originally urged that the salient be attacked in May, before the Soviets could prepare their defences. Others, including Heinz Guderian, felt that attacking was unnecessary, and the Germans should instead wait for the Soviets to launch their own offensive before defeating it. Model was also dubious about attacking, pointing out that Konstantin Rokossovsky’s Central Front was strongly dug in and outnumbered him two to one in men, tanks and artillery. Rather than conclude that the offensive be called off, however, he said it should be postponed until he could receive further reinforcements, in particular the new Panther tanks and Ferdinand tank destroyers.
Model’s true opinion on the value of the offensive remains unclear. Von Manstein took his recommendation at face value, while Guderian said that he was categorically against attacking. It has similarly been suggested that Model in fact hoped to scuttle the operation, by causing it to be delayed until the Soviets launched their own attack.

Model’s assault was a failure, as 9. Army quickly became enmeshed in the elaborate Soviet fortifications. If he had hoped to gain an advantage by waiting for reinforcements, he had made a critical error : the Red Army’s strength in the salient was in fact growing much faster than that of the attacking force. Nor did his tactical plan of attack meet with great success. Having less armor and more artillery than von Manstein in the south, and fearing that the deep Soviet defenses would stall an armor-heavy attack (the hallmark of the German Blitzkrieg), he decided to use his infantry to breach Rokossovsky’s line before unleashing his armor.
It did not work. The Germans took heavy losses to advance less than 12-KM in seven days, and were unable to break through to open ground. Model threw his armor into the fray, but with little effect beyond incurring more casualties. (As mitigating factors, the Soviets had concentrated more of their strength facing Model in the north; and Rokossovsky had correctly anticipated where the attack would come, defending that sector heavily. Model’s use of infantry assaults also meant his losses in armor were lower than von Manstein’s.)

Prior to Kursk, Model had anticipated the possibility of a Soviet attack into the Orel salient, and had (without OKH’s knowledge) constructed extensive defensive works to meet such an attack. Following the stalling of his advance, the Soviet counteroffensive, Operation Kutuzov, duly opened on 12 July. It involved not just Rokossovsky’s Central Front, but also the Bryansk and Western Fronts, a greater concentration of forces than Model had assaulted in Operation Citadel. For the battle, von Kluge placed him in command of 2. Panzer Army in addition to 9. Army – again, a larger total force than he had commanded in Citadel. The Soviet preponderance of strength was such that Stavka expected it to take only 48 hours to reach Orel, splitting the German forces into three parts; instead, the battle ended three weeks later with Model’s orderly withdrawal from the salient.
An idea of the scale of the fighting compared to Citadel can be gained from the combined casualty lists for 2. Panzer Army and 9. Army : from 1 to 10 July, the Germans took 21000 casualties, and from 11 to 31 July, 62000. Despite these losses he had inflicted similarly heavy casualties on the three Red Army Fronts, shortened the line, and avoided annihilation.
His reputation thus survived the failure of Citadel.

After the loss of Orel, Model withdrew to the Dnieper as the Soviets went on the offensive from Smolensk in the north to Rostov in the south. He was relieved of command of the 9. Army at the end of September, and took the opportunity to go on three months’ leave in Dresden with his family. It was the last Christmas he would spend at home.
Model’s relief was not a sign that he had lost Hitler’s confidence, but rather that he had gained it : the Führer wanted him available should another emergency break out needing his attention. Thus on 29 January 1944, he was urgently sent to command Army Group North, which two weeks earlier had seen its stranglehold on Leningrad broken by the Volkhov, Leningrad and 2nd Baltic Fronts. The situation was dire (a circumstance that Model would come to be familiar with) : two of the three corps of the German 18. Army had been shattered, and contact lost with the 3. SS Panzer Corps defending Narva.

The army group’s previous commander, Georg von Küchler, had pleaded for permission to withdraw to the Panther Line in Estonia, which was still only half-completed at that stage. Model immediately cracked down on such talk, instituting a new policy he called Shield and Sword (Schild und Schwert). Under this doctrine, ground would only temporarily be ceded, to gather reserves for an immediate counterattack that would drive the Soviets back and relieve pressure on other areas of the front. These statements of aggressive intent won over Hitler and OKH, who had no substantial reserves to send him but were still unwilling to lose territory. Historians have since debated their significance; some claim that Shield and Sword was Hitler’s invention, while others say they were a calculated ploy by Model to disguise his true intent – to pull back to the Panther Line.

Regardless, the “temporary” loss of ground usually became permanent, as Model conducted a fighting withdrawal to the Panther Line. He delegated responsibility for the Narva front to Otto Sponheimer commanding Army Detachment Narva, while he concentrated on extricating 18. Army from its predicament. Without OKH’s notice or approval, he constructed a series of interim defensive lines to cover its retreat, slowing down and inflicting heavy losses on the Soviets in the process.
By March, the withdrawal was complete. His forces were mostly intact, but the fighting had been fierce : his Shield and Sword counterattacks alone had cost him some 10000 to 12000 men. These counterattacks usually failed to recover ground, but they kept the Soviets off-balance and won Model time to pull his units back. They also allowed him to say to Hitler that he was pursuing an aggressive approach, even as the front moved steadily to the west.
On 1 March Model was promoted to Generalfeldmarschall, the youngest in the Wehrmacht. His meteoric rise from colonel to field marshal had taken just six years.

On 30 March Model was placed in command of Army Group North Ukraine in Galicia, which was withdrawing under heavy pressure from Zhukov’s 1st Ukrainian Front. He replaced von Manstein, who had fallen out of favour with Hitler; despite von Manstein’s previous victories, the Führer wanted someone who could be unyielding in defence, and Model fit the bill. There, he came into conflict with von Manstein’s associates, in particular Hermann Balck and Friedrich von Mellenthin at the XLVIII Panzer Corps. Like their previous commander, they favoured the concept of “elastic defence”, which called for a thinly held front line and strong armoured reserves to counterattack Soviet breakthroughs; they now refused to implement Model’s preferred tactics. Model solved the problem by transferring XLVIII Panzer Corps’ tanks to Hermann Breith’s 3. Panzer Corps, leaving Balck and von Mellenthin in charge of four weak infantry divisions in the front line.
By mid-April Zhukov’s advance had come to a halt, before the argument over which defensive doctrine was superior could be decided. On 28 June Model was sent to rescue Army Group Centre, which had been torn apart by Operation Bagration, the Soviet offensive in Belorussia. The 9. Army (Model’s old command) and 4. Army were trapped, and the Soviets were about to liberate Minsk. Despite the catastrophic situation, Model believed that he could still hold Minsk, but this would require 4. Army to break out of its pocket, and reinforcements to counterattack the Soviet advance. The reinforcements in turn could only be obtained by pulling back, thus shortening the line and freeing up troops. The consensus is that the German position was doomed regardless of what Model could have done, but Hitler rendered the issue moot by refusing to sanction either 4. Army’s escape or a general withdrawal until it was too late.

Minsk was liberated by the Soviet 1st and 3rd Belorussian Fronts on 3 July, but Model still hoped to re-establish the front to the west of the city, with the aid of divisions from Army Groups North and North Ukraine. However, German strength was unequal to the task, and he had been driven out of Vilnius and Baranovichi by 12 July. At the same time, the 1st Ukrainian Front (Ivan Konev) and the 1st Belorussian Front’s left wing (which had been uncommitted thus far) opened up a fresh offensive against Army Group North Ukraine. In this battle the 1. Panzer Army managed to hold the line east of Lvov using Model’s defensive tactics, but was forced to retreat when the 4. Panzer Army, weakened by the steady flow of units to Army Group Centre, was unable to stem the Soviet penetrations of its front.
Model stopped the Red Army’s advance just short of Warsaw, after Hitler finally consented to release four experienced and fresh panzer divisions to him (3. SS Panzer, 5. SS Panzer, Hermann Göring and Grossdeutschland). It should be noted that he was assisted in this by the Soviets themselves, who paused their offensive to regroup and resupply, and allow the Germans to crush the non-communist Warsaw uprising.
At various times in 1944, Model commanded each of the three major army groups on the Eastern Front, and for a short period in the middle of the year was commanding both Army Groups Centre and North Ukraine simultaneously. He therefore came closer than anyone else in the Wehrmacht to effective command of the entire theatre.

On 17 August 1944, Model received from a grateful Hitler the Diamonds to go with his Knight’s Cross with Oakleaves and Swords, a reward for patching up the Eastern Front. Simultaneously, he was transferred to the west, replacing von Kluge as commander-in-chief of Army Group B and OB West. The front in Normandy had collapsed after nearly two months of severe fighting, the US 3rd Army was driving for the Seine, and the army group was in danger of being completely annihilated in the Falaise pocket.
Model’s first order was that Falaise be defended, which did not impress his staff. However he quickly changed his mind, convincing Hitler to authorize the immediate escape of the German 7. Army and Panzer Group Eberbach – something that von Kluge, with his limited political clout, had not been able to do. He was thus able to salvage a remarkable proportion of his units, albeit at the cost of nearly all his armor and heavy material. When Hitler demanded that Paris be held, Model replied that he could do so, but only if given an extra 200000 men and several panzer divisions – an act that has been described as naivety by some, and canny bargaining by others. The reinforcements were not forthcoming, and the city’s liberation took place on 25 August. Meanwhile, Model fell back to the German border.

By early September, Model was finding the task of juggling his responsibilities at Army Group B and OB West increasingly difficult, in the face of Allied air superiority and his own predilection for roaming the front lines. Thus he was happy to relinquish OB West in that month to Feldmarschall Gerd von Rundstedt. He retained command of Army Group B, a post he would keep until the army group’s final dissolution in April 1945.

After the debacle of Normandy, Model established his headquarters at Oosterbeek, near Arnhem in the Netherlands, where he set about the massive task of rebuilding Army Group B. In mid-August 1944, von Kluge committed suicide and Model was given command of OB West for eighteen days before he was relieved of duty and Gerd von Rundstedt was once again placed in command in the west.
On 17 September, his lunch was rudely interrupted when the British 1st Airborne Division dropped into the town : Operation Market Garden, the Allied attempt to capture the bridges on the lower Rhine, Maas and Waal, was under way. Model initially thought they were trying to capture him and his staff, but the size of the assault quickly disabused him of that notion.
When Model perceived what the Allies’ real objective was, he ordered the 2. SS Panzer Corps into action. The corps, containing the 9. SS Panzer and 10. SS Panzer Divisions refitting after Normandy, had been overlooked by Allied intelligence : while still seriously understrength, it was composed of veteran troops and a deadly threat to lightly equipped paratroopers. 9. SS Panzer took on the British at Arnhem, while the 10. moved south to defend the bridge at Nijmegen.

Model believed that the situation represented not just a threat, but also an opportunity to counterattack and possibly clear the Allies out of the southern Netherlands. Towards this end, he forbade SS General Willi Bittrich and SS Lieutenant General Heinz Harmel, commanding 2. SS Panzer Corps and 10. SS Panzer respectively, from destroying the Nijmegen bridge. With the exception of this tactical error, Model is considered to have fought an outstanding battle and handed the Allies a sharp defeat. The bridge at Arnhem was held and the 1st Airborne Division destroyed, dashing the Allies’ hopes for a foothold over the Rhine before the end of the year.
Arnhem restored much of Model’s self-confidence, which had been shaken by the experience of Normandy. From September to December he fought another Allied thrust to a standstill, this time by Omar Bradley’s US 12th Army Group into the Hürtgen Forest and Aachen. While he interfered less in the day-to-day movements of his units than at Arnhem, he still kept himself fully informed on the situation, slowing the Allies’ progress, inflicting heavy casualties and taking full advantage of the fortifications of the Westwall, known to the Allies as the Siegfried Line.
The Hürtgen Forest cost the US 1st Army at least 33000 killed and incapacitated, including both combat and noncombat losses; Germans casualties were between 12000 and 16000. Aachen eventually fell on 22 October, again at high cost to the US 9th Army. The 9th Army’s push to the Roer River fared no better, and did not manage to cross the river or wrest control of its dams from the Germans. Hürtgen was so costly that it has been called an Allied “defeat of the first magnitude”, with specific credit being assigned to Model.

Following the end of Market Garden, Hitler decided that the Germans should launch an offensive in the west, which would catch the Western Allies by surprise. The objective he had in mind was to split the Allied front and capture Antwerp. This operation, codenamed Wacht am Rhein (Watch on the Rhine), would force the British and Americans to sue for peace, leaving Germany free to concentrate on fighting the Soviet Union.
Model, along with all the other commanders involved, believed the idea was unachievable given the scarce resources available in 1944. At the same time, both he and von Rundstedt felt that a purely defensive posture – as had been adopted since retreating from Normandy – could only delay Germany’s defeat, not prevent it. Thus he prepared Operation Herbstnebel, a less ambitious attack that did not attempt to cross the Meuse, but would still have inflicted a severe setback on the Allies. A similar plan had been developed by von Rundstedt at OB West, and the two field marshals combined their plans to present a joint “small solution” to Hitler. It was rejected, and the “big solution” of aiming for Antwerp went ahead.
For this operation, Model had at his disposal the 6. SS Panzer Army, the 5. Panzer Army and 7. Army, including a dozen panzer and panzergrenadier divisions, representing the last strategic reserve of the Third Reich. Despite his misgivings, Model threw himself into the task with his usual energy, cracking down on any defeatism he might find. A staff officer complained about shortages, causing him to snap : “If you need anything, take it from the Americans”.
He remained acutely aware of both the operation’s significance, and its most likely outcome. When Colonel Friedrich August von der Heydte, ordered to lead a parachute drop as part of the operation, said that the jump had no more than a 10 per cent chance of success, he replied : “Well, then it is necessary to make the attempt, since the entire offensive has no more than a 10 per cent chance of success. It must be done, since this offensive is the last remaining chance to conclude the war favorably.”

The operation was launched on 16 December 1944 and enjoyed initial success, but it lacked air cover and infantry, and most critically, fuel. 6. SS Panzer Army ran into stiff resistance, and while 5. Panzer Army managed to make a deep thrust into Allied lines, Model was unable to exploit the breakthrough. The Germans had failed to capture the vital road junction at Bastogne; combined with the poor weather and impassable terrain, this caused the German columns to bank up into huge traffic jams on the roads behind the front. Starved of fuel and ammunition, the attack had ground to a halt by 25 December, and was called off on 8 January.

The failure of Wacht am Rhein marked the end of Model’s special relationship with Hitler, who on 21 January 1945, issued an order that all the divisions of Army Group B would thenceforth be personally responsible to him. Withdrawing to the Rhine was forbidden, and the army group was directed to conduct its defence without giving up an inch of ground. The Allied capture of the bridge at Remagen was the beginning of the end for Model. It was an impossible task, and by mid-March Model had been forced back to the Ruhr. On 1 April, Army Group B was encircled there by the US 1st and Ninth Armies. Hitler’s response was to declare the Ruhr a fortress, from which surrender or escape were denied (much like Stalingrad had been); he further ordered its industries to be destroyed to prevent them falling into Allied hands. Model ignored these orders.

On 15 April, after the Allies had split the pocket in two, Major General Matthew Ridgway, commanding the US 18th Airborne Corps, urged Model to surrender rather than throw the lives of his soldiers away. The reply was that Model, still bound by his oath to Hitler and his sense of honor as a field marshal, considered surrender out of the question. Rather than continue fighting, however, he ordered the army group dissolved. The oldest and youngest soldiers were discharged, and the remainder given the option of surrendering or attempting to break out on their own. In fact, he could do little else : the 5. Panzer Army had already laid down its arms, and German command and communications in the pocket had all but disintegrated. On 20 April, Joseph Goebbels’ Propaganda Ministry denounced Army Group B as traitors, marking the final break between Model and the collapsing Nazi regime.

Model’s decision ended the war for his men, but he himself had little desire to witness the aftermath of defeat. He said to his staffers before dissolving his command : “Has everything been done to justify our actions in the light of history ? What can there be left for a commander in defeat ? In antiquity they took poison”.
His decision to commit suicide was sealed when he learned that the Soviets had indicted him for war crimes, specifically the deaths of 577000 people in concentration camps in Latvia and the deportation of 175000 others as slave labour.
After his attempts to seek death on the front line came to nothing, he shot himself in the head in a wooded area on 21 April 1945. The location, between Duisburg and the village of Lintorf, is today part of the city of Ratingen.

Model was buried where he fell. In 1955 his son, Hansgeorg Model, guided by his father’s former officers, recovered his father’s body. Walter Model was reinterred in the Soldatenfriedhof Vossenack, a German military cemetery near the town of Vossenack in the Hürtgen Forest. Hansgeorg himself served as an officer cadet with the Grossdeutschland Division in late 1944 and 1945; after the war he joined the Bundeswehr, rising to the rank of brigadier general.

(Photo http://forum.axishistory.com)

Whether or not Rundstedt’s views would get an airing before Hitler, the same sense of duty which compelled the aging field marshal to remain in his anomalous post also forced him to an official expression of his military opinion. Sometime around 21 September Rundstedt had advised OKW that the ultimate objective for all strategy in the west should be a counteroffensive to inflict a decisive defeat on the enemy. The hope of such a strategy seems to have evaporated in the smoke and dust of the Aachen battle; by mid-October Rundstedt had a single thought, simply to hold on. It may be that momentarily Rundstedt was fired by the plans which his chief of staff brought back from the Wolf’s Lair, but the field marshal was too old and too experienced to expect miracles. Although Rundstedt had recognized the merit of Hitler’s operational plan, from the very first he realized, as he later testified, that “all, absolutely all conditions for the possible success of such an offensive were lacking”.(5)

(5) Rundstedt Testimony, Trial of the Major War Criminals Before the International Military Tribunal (Nuremberg, 12 August 1946) vol. XXXI, p 29.

The weaknesses of the plan were diagnosed by Rundstedt and Westphal as follows: sufficient force was not available to attain the distant goal of Antwerp; the German situation on the Western Front was so precarious that it was questionable whether the divisions slated for the offensive could be kept out of the moil of battle prior to D-day; the Allies might launch an offensive of their own, “spoiling” the German attack; the northern and southern flanks of the offensive would be dangerously open, the exposure increasing with every mile gained in the advance; finally, there was a better than average chance that all the attack could produce would be a salient or bulge of the Great War variety, consuming too many German divisions in what would be ultimately only a holding operation. The solution, as seen by Rundstedt and Westphal, was to produce an operations order which would be less ambitious as to the terrain to be conquered and which would aim at maximum destruction of Allied forces with minimum risk.

The OB WEST appraisal of Allied strength, as set forth in Martin, accorded the Allies a two to one superiority. Although the front was relatively quiet, the main Allied effort was recognized as being directed against the flanks of the German line (the 15. Army in the north and the 19. Army in the south). But the German longrange estimate of Allied intentions predicted that the Allies first would attempt to clear the Schelde estuary, as a preliminary to opening the port of Antwerp, and follow with a shift to the Venlo-Aachen sector as a base for operations against the Ruhr. Recognizing, therefore, that the Allied north wing with its four armies was heavily weighted, Plan Martin emphasized protection of the north flank of the attack, adding extra divisions for this purpose and feeding in a vital secondary attack by six divisions debouching from the salient south of Roermond.

The axis of the advance, as proposed in Martin, would be :

• Butgenbach
• Trois Ponts
• Werbomont
• Ourthe River
• Meuse crossing north of the line Huy-Antwerp.

The 5. and 6. SS Panzer Armies, right and left, would attack on a narrow front, the main strength of the two armies driving between Simmerath and Bleialf on a front of only twenty-five miles. This was the salient feature of the Rundstedt plan : a heavy concentration for breakthrough on a narrow front. The area selected for the thrust of this sharp, narrow wedge offered the best tank going to be found; no rivers need be crossed by the main attack until the Ourthe was reached. Flank cover would be given by the advance of the 15. Army in the north and the 7. Army in the south. The secondary attack from the Roermond sector, heavy with armor, would effect a juncture with the main advance near Liège.
Plan Martin, then, exemplified Rundstedt’s desire to design and cut a coat matching the amount of cloth he expected to have. He wanted immediate results, to be won by a quick breakthrough on a narrow front, with the entire field of battle reduced considerably in size from the maneuver area envisaged in the original Hitler directive. The simultaneous secondary thrust from the Roermond salient was regarded by Rundstedt as essential to the OB WEST plan.

At Fichtenhain near Krefeld, in a group of modern buildings which had been erected as a nursing home for alcoholics, Field Marshal Model and a small fragment of his army group staff also busied themselves with an answer to the Hitler directive. Despite his avowed loyalty to the party and Fuehrer, Model’s reaction to Krebs’ report had been caustic in the extreme : “This plan hasn’t got a damned leg to stand on.”(6) Antwerp, in Model’s opinion, was beyond reach without more forces than were available.

(6) Exact dating for the various phases of the Ardenne plan, as these evolved in Hitler’s mind, now is impossible. Magna E. Bauer has attempted to develop a chronology in MS # R-9, The Idea for the German Ardennes Offensive, 1944. See also MSS # P-069 (Kreipe) and A-862 The Preparations for the German Offensive in the Ardennes, September to 16 December 1944 (Maj. Percy E. Schramm).

As Rundstedt had done, Model proceeded to whittle away at the grandiose plan which had come from the Wolf’s Lair. Even more than OB WEST, Model and his staff feared the Allied threat in the Aachen sector. Sensitive to this and anxious to concentrate as much of the limited means as possible in the main punch, Model at once rejected the idea of a two-pronged attack. The Army Group B plan, called Herbstnebel (autumn fog), assigned the armored formations which Rundstedt intended to employ in the secondary thrust from Roermond to a general reserve in the Duren area; from there this armor could be thrown in as the second wave of the main drive, or, if need be, rushed to bolster the defenses in the Aachen sector.
The Herbstnebel plan called for a single powerful thrust on a front about forty miles wide, the breakthrough to be achieved between the Hürtgen Forest and Lützkampen with the 5. and 6. Panzer Armies leading the attack. On the left wing the 7. Army would not make an immediate advance as in the OB WEST maneuver, but would follow in the track of the 6. Panzer Army as a second wave. In contrast to the wedge formation advocated by OB WEST for the main thrust, in which forces echeloned to the rear would develop a kind of snowplow effect rolling back the enemy on the flanks, the Army Group B maneuver represented a mechanized and motorized version of the Napoleonic carré in which the main disposition for the rupture of the enemy position was a square with two formations abreast in the lead and two formations following on the same axis. The weight accorded the main thrust by the two panzer armies was about the same in both plans; both would employ seven armored divisions, but Model provided thirteen infantry divisions as compared with Rundstedt’s ten.

The two plans finally were presented on 27 October in a joint conference at Fichtenhain. On this occasion the generals nominated to command the participating armies :

- General der Panzertruppen Hasso-Eccard von Manteuffel
- General der Panzertruppen Erich Brandenberger
- Generaloberst der Waffen-SS Josef “Sepp” Dietrich

joined the OB WEST and Army Group B commanders and their chiefs of staff. In an initial briefing by Rundstedt, the problems of cover and deception were enumerated with solutions about the same as those employed in the final operation. Cover would be based on the idea, Defensive Battle in the West. Deception would aim at attracting the attention of the enemy to the sector northwest of Cologne where the assembly of troops and supplies would be made openly and in daylight, the whole ruse abetted by an increase in radio traffic.

After a meeting that lasted several hours, Model agreed to submit a new army group plan incorporating most of OB WEST’s Martin study. Actually Model and Rundstedt found themselves in accord on only one point, that the Hitler scheme for seizing Antwerp was too ambitious and that there was no purpose to plans carrying beyond the Meuse River. Quite independently, or so it would appear, the two headquarters had arrived at the Small Solution, or the envelopment of the enemy east of the Meuse River. The fact that Model was violently opposed to the Fuehrer’s solution and thus could expect no support from OKW may have made him more amenable to Rundstedt’s exercise of the command decision. When the revised Model plan arrived at OB WEST headquarters on 28 October, it followed the general outline of the Martin plan. All of this work was preparatory to the receipt of further instructions promised by Jodl. These arrived at OB WEST headquarters by special courier during the night of 2 November.

The Big Solution
Jodl’s preliminary plan had gone to Hitler on 21 October. The directive now handed the CC West had been signed and dispatched from the Wolf’s Lair on 1 November. Why this delay in issuing the directive ?
Jodl and Hitler met several times a day. There was no need to wait for information coming from lower headquarters. Time, it was obvious to all, was running out.
There is only one explanation for this surprising delay and it is supported by what is known of the working relationship between the Führer and the chief of his planning staff. Probably one cannot say that the whole of this extended period was devoted to argument; that would have been inadmissible to Hitler and not in keeping with Jodl’s character. But it is known that the two men were in fundamental disagreement on the objective of the planned counteroffensive. Jodl’s technique would have been to postpone the final drafting and dispatch of the directive while he and Buttlar-Brandenfels tried to “sell” Hitler, pushing a little at a time but withdrawing when storm warnings appeared.

This conflict of ideas, for it hardly can be called a personal controversy, saw the Small Solution opposed to the Big Solution, or Grand Slam. The point of disagreement had risen when Hitler combined into one the two separate plans favored by the WFSt : the attack from Venlo to seize Antwerp, and the double envelopment of Liège by pincers from northern Luxembourg and from the Aachen area. Jodl and his aides had intended that the forces available would be employed in one of the favored plans and one only. A sweeping enlargement on the original WFSt concept, such as Hitler demanded, would require perhaps twice as many new divisions on the Western Front as the twenty-one that were to be provided from the OKW strategic reserve.

Jodl seems to have had no hesitation about setting the two alternatives before Hitler. First, he could go ahead with the Big Solution, aiming at the seizure of Antwerp and the encirclement and destruction of the Allied forces north of the line Bastogne, Brussels, Antwerp. This would require a drastic revision of German strategy on all fronts. Combat divisions would have to be stripped from the Eastern Front in particular and given to OB WEST. Replacements and supplies for other fronts than the west would have to be reduced to a mere trickle. Obviously ground would have to be surrendered elsewhere if the great attack in the west were to be successful; therefore local commanders must be allowed to make their own decisions as to retrograde movement.
(Surely Hitler must have gagged on this item.)
This was not all. Jodl and Buttlar-Brandenfels recommended extreme measures to wring the extra divisions which the Big Solution required out of the German people. The Third Reich would have to be turned into a fortress under martial law, with total mobilization of men, women, and children-a step which was not taken in fact until the spring of 1945.
If Hitler would not adopt the extreme measures needed to implement the Big Solution with an adequate number of new divisions, then he should accept the alternate or Small Solution. In this the object would be the seizure of Liège and the envelopment of those enemy forces east of the Meuse in the sector roughly demarcated by Givet (on the Meuse) in the south, and Sittard (twenty miles northeast of Aachen) in the north.

Hitler ridiculed the Small Solution as nothing but a half measure which could produce no real success. At the same time he was unwilling to adopt the stern measures necessary to make the Big Solution a success. Despite all protestations that the final battle would be won or lost in the west, the Fuehrer could not bring himself to take troops from the Eastern Front and stake everything on a quick decision in the west. Stubbornly, Hitler adhered to Antwerp as the goal of the attack and the proposition that it could be achieved with only those thirty divisions or so which could be raised by OKW or saved out of the ruck by OB WEST.

By the end of October it must have been apparent to Jodl that Hitler could not be moved, nor could the letter of instruction to the CC West be longer delayed. The Führer instructions signed on 1 November were sent to Rundstedt with a brief covering letter dictated by Jodl. Two sentences from Jodl warned Rundstedt that Hitler had plumped irrevocably for the Big Solution :

“The venture for the far-flung objective [Antwerp] is unalterable although, from a strictly technical standpoint, it appears to be disproportionate to our available forces.
In our present situation, however, we must not shrink from staking everything on one card.”(7)

(7) The Wehrmachtfuehrungsstab, or WFSt, was the Armed Forces Operations Staff.

Rundstedt’s answer, sent to Jodl on 3 November, followed the German military tradition by which a commander was entitled to state his objection to orders for the record. The forces available for Wacht am Rhein, he wrote, were “extremely weak in comparison to the enemy and the zone of action”; then he voiced his “grave doubts whether it would be possible to hold the ground won, unless the enemy is completely destroyed.”(8)

(8) The so-called Hitler Conferences from which Hitler’s earlier thinking is derived are found in whole or in fragments in Felix Gilbert, ed., Hitler Directs His War (New York : Oxford University Press, 1950).

But these words for the record ended Rundstedt’s efforts for a more reasonable plan; he refused to appeal to Hitler in person, as Westphal urged, on the ground that it was futile to expect a favorable hearing from the Führer.

A Double Envelopment ?

Closely linked with the Big Solution was the question of the form in which the attack should be delivered. The Hitler concept called for a single thrust on a wide front; this broad zone of action, so the argument ran, would make it difficult for the enemy to concentrate his forces for a riposte. When the Allies commenced to react, and only then, a secondary attack would be launched in the north from the Venlo area by two army corps under Army Group H (Student).

Rundstedt, on the other hand, hoped to deny the enemy the ability to mass for a counter thrust by employing a double envelopment, the two prongs of the attack moving simultaneously from their jump-off positions. His reply, on 3 November, to the OKW instructions was phrased most carefully, but despite the protestation that the points of difference between the OKW and OB WEST plans were unessential, Rundstedt made clear his opinion that a concentric maneuver was a must :

It is a requisite that a powerful -secondary- attack be launched from the area Susteren – Geilenkirchen simultaneously with the -main attack- of 6. SS Panzer Army, 5. Panzer Army and 7. Panzer Army; otherwise the destruction of the strong -Allied- forces already concentrated in the Sittard – Liège – Monschau triangle cannot be achieved.(9)

(9) The background of the abortive 5. Panzer Army attack is described in Cole, The Lorraine Campaign, pp. 190-95.

Rundstedt then politely bowed in the direction of Hitler’s scheme for the follow-up attack in Holland :

After successful execution -of this operation-, strong forces will be free for deployment in one of two possible courses of action depending upon the situation; either in support of the attack of Army Group Student, or in a northward thrust via Maastricht.”(10)

(10) The story of this operation is told in Cole, The Lorraine Campaign, ch. V. passim.

Although Model and Army Group B were not consulted in the preparation of this answer from Rundstedt to Jodl, the army group planners made haste to repudiate any plan for a simultaneous two-pronged attack. The force making up the northern arm in Rundstedt’s scheme, the 12. SS Corps, was too weak to carry through a simultaneous secondary attack; nor would Model agree to further reduction of the main effort as a step in beefing up the northern thrust. The OB WEST chief of staff could do no more than note this disclaimer from the subordinate headquarters :

“The simultaneous attack of the 12. SS Corps is regarded as essential by Feldmarschall von Rundstedt for the purpose of tying down -the enemy-. Considering the weakness of our forces, OKW is of the same opinion as you. We will have to await a decision.”(11)

(11) MS # B-034, OKW War Diary, 1 April-18 December 1944 : The West (Schramm).

This came four days later in the Führer’s operations directive of 10 November. Quite obviously Rundstedt’s plea for the double envelopment had gone unheeded. Indeed, Hitler seems to have taken upon himself the task of burying this idea, for the copy of the operations directive prepared for his signature has a sentence inserted after the main text was typed :

“In this sector -reference is being made to the 15. Army which Hitler had assigned the mission of holding attacks on the northern flank- the enemy must not be warned in advance by secondary attacks.”(12)

(12) General Heinz Guderian, Panzer Leader (New York : E. P. Dutton & Co., Inc., 1952, app. 3.

The simultaneous attack in the north thus was forbidden, its place to be taken by a series of holding attacks at some unspecified time in the dim and distant final phases of the projected operation.

It appeared that Rundstedt’s concentric attack had followed the Small Solution into limbo. Certainly the OB WEST commander showed no readiness to defend his brain-child after the Hitler edict. Model, however, stood in a somewhat more favored position vis-à-vis Jodl and Hitler as befitted a field marshal who was a rabidly loyal Nazi.
Circumstances now were in conspiracy to make Model the ball carrier for the OB WEST two-pronged attack, which he had disavowed, and for the Small Solution, supposedly dead and buried.

The plans and preparations preliminary to the Ardenne counteroffensive, it must be recognized, were not produced in a vacuum. The war in the west, somewhat somnolent during October, had flared up again in November with the US 3rd Army attack in the Metz sector and the combined offensive which the US 1st and 3th Armies had launched on 16 November with the intention of breaking through the German defenses east of Aachen and driving to the Rhine River.(13)

(13) On the attacks made by the US 1st and 3rd Armies in November 1944 see Charles B. MacDonald, The Siegfried Line Campaign, United States Army in World War Two (Washington, 1963) and Cole, The Lorraine Campaign.

The latter operation, designated by the Germans as the Third Battle of Aachen but known to Americans as the Battle of the Hürtgen Forest, had been forecast with bitter foreboding in Model’s headquarters.
On the very first day of the new Aachen offensive, Model proposed a limited operation against the northern wing of the US 1st Army using troops which had been earmarked for Wacht am Rhein. The OB WEST and Army Group B commanders now were able to forget their personal differences and the animosities engendered between their respective staffs in pursuit of the common object : the acceptance by Hitler of some type of Small Solution in which the means were appropriate to the end. Rundstedt’s forwarding letter, sent to Jodl on 18 November while German losses in the Aachen battle were skyrocketing, backed Model to the hilt :

“A surprise attack directed against the weakened enemy, after the conclusion of his unsuccessful breakthrough attempts in the greater Aachen area, offers the greatest chance of success.”(14)

(14) Letter, Rundstedt to Jodl, 18 Nov 44, OB WEST, KTB Anlage 50, vol. I, pp. 152-59.

To achieve this, wrote Rundstedt, he as the OB WEST commander must be given an absolutely free hand in determining when the attack should be made.
He wrote this at a time when it was evident to all that Hitler intended to keep every such decision in his own hands. Was the old Prussian Feldmarschall encouraged to fly in the face of the Führer directive because the young Nazi Feldmarschall was at his side, or did some sense of obligation to the uniform he had worn for fifty-four years impel Rundstedt to make a last effort to give the German troops who would take part in the coming battle the best possible chance of success ?

By 20 November, divisions earmarked for Wacht am Rhein were in the line east of Aachen, and it appeared that still others would have to be used against Patton at Metz. On this date Model again enlisted Rundstedt’s support to brace Hitler. This time Model specifically asked for an improvised limited double envelopment to destroy the fourteen Allied divisions in the Aachen sector. Model argued that the attack he proposed would give as much tactical and psychological success as Wacht am Rhein, and that the destruction of such a large number of Allied divisions would be a necessary prerequisite for success in any future attack like Wacht am Rhein.
Apparently the two Western Front commanders were trying to drive a bargain with the Führer : let us undertake a limited double envelopment in the Aachen area which will put us at the Meuse and eat up the enemy reserves; thereafter, we will be in a position to regroup, bring fresh forces (not now available) forward, and undertake the drive to Antwerp. But Hitler would not bargain. The answer, relayed by Jodl on 22 November, was abrupt :

“Preparations for an improvisation will not be made.”(15)

(15) Message, Jodl to Rundstedt, 22 Nov 44, OB WEST, KTB Anlage 50, vol. II, p. 12. (Quotation is from Hitler.)

The workings of a dictatorship in a large and complex society are devious and hard to fathom. Hitler had degraded and executed German generals in the cruelest fashion while Rundstedt and the German Officer Corps stood passively by. A vocal inflection, a doubting word, had been enough to break famous field commanders.
The great General Staff was in complete disgrace, suffering constant ridicule from Hitler in craven silence. Instructions issued by Hitler for the conduct of operations were in such detail that field commanders of the stature of Rundstedt and Model lacked the authority to move units as small as divisions. Whenever a field commander appeared at the Wolf’s Lair he found the atmosphere formal and chilling. The imputation of cowardice and treason was commonplace.
Despite all this, the Führer’s personal dictatorship suffered the limitations and strictures which seem to be a part of all modern dictatorships. The armies under his command had suffered reverses and his personal prestige as war lord had declined.
The generals who had been raised to power by the Nazi party as Nazis could not be broken without weakening the dictatorship of the party. Finally, the number of generals with proven ability and public prestige, at this stage of the war, was relatively small. Even the Supreme War Lord would have to listen to men of prestige who had the courage to risk his disfavor.

Jodl visited OB WEST headquarters on 26 November, only to find that Rundstedt and Model were determined to cling to the Small Solution and the concept of concentric attack. Once again Hitler handed down his edict :

“There will be absolutely no change in the present intentions.”

But Model was tenacious. Taking advantage of a conference which Hitler called in Berlin on 2 December, Model brought forward his heavy artillery : Sepp Dietrich, Hitler’s old crony, and “Little” Manteuffel, the panzer general with the big reputation, both supporters of the Small Solution. Still Hitler refused to budge. One last attempt to win over the Führer was made four days later when Rundstedt and Model submitted their final draft of the operations order for Wacht am Rhein. The accompanying map showed a second prong to the attack, this carried as in the first OB WEST plan by the 12. SS Corps. Again Hitler rejected the suggestion.
In the final version of the operations order for the counteroffensive, approved by Hitler on 9 December, the scope and ultimate objective were exactly as they had been conceived by Hitler and presented to the OB WEST and Army Group B chiefs of staff when these officers were initiated in the plan on 22 October.

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