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Directive No. 33

The Fuehrer and Supreme Commander of the Armed Forces

Fueher Headquarters July 19, 1941 - 13 copies

Directive No. 33 Continuation of the war in the East

1. The second series of battles in the East has ended, along the whole front, with the breach of the Stalin Line and the deep thrust of the panzer forces. In the area of Army Group Center, mopping up of the strong enemy forces which still remain between the motorized formations will still require considerable time.

The northern flank of Army Group South is restricted in its freedom of movement and effectiveness by the fortress of Kiev and the Russian 5th Army in its rear.

2. The aim of the next operations must be to prevent any further sizeable enemy forces from withdrawing into the depths of Russia, and to wipe them out.

Plans will be made for this as follows:

(a) South-Eastern Front:

The most important object is, by concentric attacks, to destroy the enemy 12th and 6th Armies while they are still west of the Dnieper. The main Romanian forces will support these operations in the south.

The enemy 5th Army can also be quickly and decisively defeated and annihilated by co-operation between forces on the south flank of Army Group Center and the northern flank of Army Group South.

While infantry divisions of Army Group Center move southward, other forces, chiefly motorized, after carrying out the tasks assigned to them, securing their lines of communication and providing cover in the direction of Moscow, will advance south-eastwards in order to cut off the withdrawal of enemy forces which have crossed to the further bank of the Dnieper, to prevent their withdrawal deeper into Russia, and to destroy them.

(b) Central Part of the Eastern Front:

After the destruction of the many pockets of enemy troops which have been surrounded and the establishment of lines of communication, Army Group Center, while continuing to advance to Moscow with infantry formations, will use these motorized units which are not employed in the rear of the Dnieper line to cut communications between Moscow and Leningrad, and so cover the right flank of the advance on Leningrad by Army Group North.

(c) Northern Part of the Eastern Front:

The advance on Leningrad will be resumed only when 18th Army has made contact with Panzer Group 4 and the extensive flank in the east is adequately protected by 16th Army. At the same time Army Group North must endeavor to prevent Russian forces still in action in Estonia from withdrawing to Leningrad.

Early capture of the Baltic Islands, which might be used as bases by the Soviet Navy, is desirable.

(d) Finnish Front:

It remains the task of the main Finnish forces, reinforced by most of 163rd Division, to attack the enemy opposing them with the main weight of attack east of Lake Ladoga and, later, in conjunction with Army Group North, to destroy them.

The object of the attack under the direction of 36th Corps and the Mountain Corps remains as already directed, except that stronger support from the air cannot be expected for the moment and operations may therefore have to be temporarily delayed.

3. The task of the Luftwaffe is, in particular, as forces become available from the Central front, to support operations on the South-eastern front at their most important point by bringing air and anti-aircraft units into action, and, if necessary, by early reinforcement or regrouping.

The attack on Moscow by the bomber forces of 2nd Air Fleet, temporarily reinforced by bomber forces from the West, will be carried out as soon as possible as "reprisal" for Russian attacks on Bucharest and Helsinki.

4. The Navy will continue to ensure the free passage of sea-borne traffic, especially of supplies for the land forces, as far as enemy activity at sea and in the air allows. Further, with the increasing threat to enemy bases, appropriate steps are to be taken to prevent the escape of enemy ships to Swedish ports, where they would be interned.

As naval forces in the Baltic become free, motor torpedo boats and minesweepers -- one flotilla of each to start with -- will be transferred to the Mediterranean.

To support German operations in Finland, which might be hampered by the arrival of enemy reinforcements by sea, a few submarines will be transferred to the Arctic Ocean.

5. All three branches of the Armed Forces in the West and North will bear in mind the possibility of British attacks on the Channel Islands and the Norwegian coast. Plans must be made for the quick transfer of air forces from the West to all parts of Norway.


Supplement to Directive No. 33

The Fuehrer and Supreme Commander of the Armed Forces

Fueher Headquarters July 23, 1941 - 14 copies

After a report by Commander-in-Chief Army, the Fuehrer on July 22nd issued the following orders to amplify and extend Directive 33.

1. Southern Part of the Eastern Front:

The enemy forces which are still west of thc Dnieper must be decisively defeated and dispersed. As soon as the state of operations and of supplies allows, Panzer Groups 1 and 2 will be concentrated under command of 4th Panzer Army and, with the support of infantry and mountain divisions will occupy the Kharkov industrial area and thrust forward across the Don to Caucasia.

The bulk of the infantry divisions will then occupy the Ukraine, the Crimea, and the area of Central Russia up to the Don. The security of the area immediately south-west of the Bug is to be left to the Romanian army.

2. Central Part of the Eastern Front:

After mopping-up operations around Smolensk and on the southern flank, Army Group Center, whose infantry formations drawn from both its armies are strong enough for the purpose, will defeat such enemy forces as remain between Smolensk and Moscow, by an advance on the left flank if possible. It will then capture Moscow.

Panzer Group 3 will come under temporary command of Army Group North to secure its right flank and to surround the enemy in the Leningrad area.

For the further task of thrusting forward to the Volga, the mobile forces of Panzer Group 3 will probably be once more available.

3. Northern Part of the Eastern Front:

The subordination to it of Panzer Group 3 will enable Army Group North to employ strong forces of infantry for an attack in the direction of Leningrad, and to avoid expending its mobile forces in frontal attacks over difficult terrain.

Enemy forces still in action in Estonia will be destroyed. Their embarkation and withdrawal across the Narva towards Leningrad will be prevented.

Panzer Group 3 is to be returned to Army Group Center on the completion of its task.

4. The High Command of the Army will plan further operations so that large parts of Army Group North, including Panzer Group 4 and some of the infantry formations of Army Group South, may be moved back to Germany as soon as the situation allows.

Panzer Group 3 will be rendered fully operational by drawing upon Panzer Group 4 for equipment and personnel. Panzer Groups 1 and 2 will, if necessary, supply themselves by merging units.

5. The orders given for Navy and Luftwaffe in Directive 33 remain valid.

In addition they are to ease the situation of the Mountain Corps: the Navy, by the determined employment of its forces in the Arctic Ocean (now reinforced); the Luftwaffe, by the transfer of several dive-bomber groups to the Finnish theater once the fighting around Smolensk is over. This will also reduce the temptation for England to intervene in the fighting along the Arctic coast.

6. The troops available for securing the conquered Eastern territories will, in view of the size of this area, be sufficient for their duties only if the occupying power meets resistance, not by legal punishment of the guilty, but by striking such terror into the population that it loses all will to resist.

The Commanders concerned are to be held responsible, together with the troops at their disposal, for quiet conditions in their areas. They will contrive to maintain order, not by requesting reinforcements, but by employing suitably draconian methods.

Signed: KEITEL
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