• Enemy Situation – penetrated 186th RD’s front along the Klemiatino axis with a motorized division with tanks and an infantry division and is developing success toward the north and northwest, with two motorized columns of 150 vehicles each approaching Ushitsy State Farm (18 kilometers south-southeast of Velikie Luki) and Kun’ia Station [26 kilometers east-southeast of Velikie Luki] at 1200 hours, their forward units reaching Artemovo Platform and Velikopol’e Station [40 and 15 kilometers east of Velikie Luki, respectively], and a cavalry regiment is moving along the western shore of Lake Zhiditskoe and entering the Pershkovo region [38 kilometers east-southeast of Velikie Luki] at 1200 hours.
• Actions of Subordinates:
♦ 29th [should read 22nd] Army – employing 98th RD and 170th RD to liquidate the enemy penetration and protect the northern axis, but they will withdraw eastward if they fail.
♦ Western Front – expects 22nd Army to destroy the enemy penetration and dispatched two motorcycle regiments, two batteries, a tank battalion with 19 T-26 tanks, and a sapper battalion to occupy a defensive line from Toropets to Staraia Toropa [70 kilometers east-northeast to 70 kilometers east-southeast of Velikie Luki] to prevent the enemy from penetrating toward the towns of Andreapol’ and Zapadnaia Dvina [30-40 kilometers to the east].
• Conclusions – Since 22nd Army has insufficient forces to encircle and liquidate the penetrating enemy, and the front has no reserves along that axis, 29th Army will allocate two divisions to attack from the Toropets and Staraia Toropa regions to encircle the enemy in cooperation with 22nd Army.26

See Volume 3 (Documents), Appendix Q, 5.

At 1200 hours Timoshenko, who was still unaware of the full scope of the disaster that had befallen 22nd Army, simply ordered Ershakov to restore the situation. The cryptic and utterly unrealistic order read, “Your principal mission on 23 and 24 August is to hold on to your front. The commander of 62nd RC [Major General I. P. Karmanov] and the commander of 186th RD are personally responsible for closing the penetration. Employ all of your forces and your attached aircraft to destroy the penetrating enemy on 23 and 24 August.”27

See Volume 3 (Documents), Appendix Q, 6.

At the same time, the front commander ordered Maslennikov’s 29th Army to do all in its power to support Ershakov, but without ceasing its offensive. In response, at 2350 hours on 23 August, Maslennikov issued what amounted to an operational summary ordering a detachment commanded by Colonel Antosenko to erect blocking positions on the army’s right flank to prevent any further German advance and so informed Timoshenko:

• Enemy Situation – penetrated 186th RD’s front with two divisions, one of them a motorized division with a tank regiment, and exploiting toward Velikie Luki and from the Kun’ia region toward Toropets with two motorized columns, while stubbornly defending previously prepared fortified positions along 29th Army’s front and trying to attack from the Medveditsa, Rumishche, and Dubrovka region [on 29th Army’s right flank].
• 29th Army’s Mission – attacking successfully from the Western Dvina River toward Il’ino and protecting its right flank with one division transferred to the Krivets, Ust’e, Petrovo Farm, and Krasnye Sosny front [24 kilometers west-northwest to 15 kilometers northwest of Il’ino[.
• Neighbor on the Right – 22nd Army – fighting along the Velikie Luki and Plaksino front [20 kilometers south-southeast of Velikie Luki] and organizing to liquidate the enemy penetrating into the Kun’ia region [38 kilometers east-southeast of Velikie Luki].
• Missions of Subordinates:
♦ Colonel Antosenko’s Composite Detachment (8th and 9th MtrcRs, 45mm and 76mm batteries, and a tank and sapper battalion) – unload at Toropa Station and occupy and defend the Toropets, Toropa River, Staraia Toropa, and Luk’ianovo line [30 kilometers east-northeast to 35 kilometers east-southeast of Velikie Luki] to prevent an enemy penetration toward Andreapol’ and Zapadnaia Dvina. Defend the eastern bank of the Toropa River with regimental defensive sectors organized for all-round defense, with the forward edge along the Toropa River’s eastern bank and with combat security along the Terebekhovo, Selishche, Babkino, Zadem’ian’e, Iakovlevo, and Ostashkovo line.
♦ Forward detachments (from 22nd and 29th Armies under Antosenko’s control) – operate west of Skvortsovo and Zhizhitsa Stations [50 kilometers east of Velikie Luki] to control key road junctions and protect the composite detachment’s main defensive belt.
♦ BEPO No. 53 (also under Antosenko’s control) – operate along the Zhizhitsa and Staraia Toropa Station railroad line.
• Reports – submit reports upon completion of the unloading at Staraia Toropa; upon the detachment’s arrival in the defensive regions; and about the readiness of the defense.28

24 August

Finally, after Timoshenko assigned 29th Army responsibility for erecting defenses in 22nd Army’s rear area, at 0115 hours on 24 August, Maslennikov ordered the garrisons at Toropets and Staraia Toropa, commanded by Lieutenant Colonel Orlov and Colonel Devi, respectively, to prepare defenses of their own in conjunction with the measures he was taking. Beginning with the statement, “Until the forces assigned to defend the Toropa River defense line in the Toropets and Staraia Toropa sector arrived,” Maslennikov ordered the local garrisons to:

See Volume 3 (Documents), Appendix Q, 7.

• Organize force and agent reconnaissance along the Nazimovka and Kun’ia Stations axis at all cost to determine enemy concentration regions and axes of advance;
• Occupy prepared defensive regions with the garrisons of Toropets and Staraia Toropa, under no circumstance withdraw, and fight until reinforcements arrive;
• Employ soldiers from subunits and units that willfully withdrew from their forward positions to man your defensive regions;
• Prepare and improve your defenses along the eastern bank of the Toropa River in the Toropets and Staraia Toropa sector by employing force sappers and the local population, mine the sector to the north of Toropets and also the Komlovo and Romanovo sector, leaving a passage open along the railroad bed; and
• Detain all soldiers who willfully abandon their forward position, organize them into companies, and send them to the eastern bank of the Toropa River south of Staraia Toropa to occupy prepared defensive positions.29

Meanwhile, Timoshenko’s chief of staff, Sokolovsky, began an almost surreal exchange of messages with Colonel Nyrianin (sometimes referred to as Nyprianin), the chief of 22nd Army’s Operations Department, who was situated with 22nd Army’s new operational group somewhere west of Toropets, in 22nd Army’s deep rear. During an hour-long conversation from 0400-0500 hours on 24 August, Sokolovsky did all in his power to elicit information from Nyrianin, while the distraught operations officer tried to clarify an utterly chaotic situation:

See Volume 3 (Documents), Appendix Q, 8.

Nyrianin – Ershakov left at 1800 hours for the CP of 29th RC’s commander [Major General A. G.] Samokhin.
Sokolovsky – When did you last speak with him?
Nyrianin – The last radiogram was at about 0800 hours on 23 August.
Sokolovsky – Up to what hour did you have communications with 29th RC?
Nyrianin – We had communications with 29th RC until 1900 hours on 23 August.
Sokolovsky – Did you receive a telegram?
Nyrianin – We radioed a message to Ershakov at about 1500 hours on 23 August, but no receipt was received.
Sokolovsky – Did you try to transmit it a second time?
Nyrianin – I tried, and I also sent a copy to the commander of 62nd RC, [Major General I. P.] Karmanov.
Sokolovsky – Did Karmanov confirm receipt?
Nyrianin – I sent it between 1800 and 1900 hours but am not confident it was received. I would be more confident if it had been an order.
Sokolovsky – Fix your communications with Ershakov and with the formation commanders using radio and aircraft.
Nyrianin –Today, we sent out a second detachment numbering 200 men at 1800 hours on 23 August. Orders have also been given to the Air Force commander, and, apparently, I will receive news in the morning.
Sokolovsky – What do you know about the enemy and your forces?
Nyrianin – Ershakov was going to bring 179th RD out [of the encirclement] at 0800 on 23 August and requested aviation support. The 179th is being thrown against the enemy’s flank and rear, and 48th TD’s positions were unchanged as of 1200 hours. They [Ershakov] received a radiogram from Sazonov [179th Rifle Division’s commander or chief of staff] asking, “What should we do?” Ershakov’s answer was, “Remain in place, maintain communications with Samokhin [29th RC], and protect Samokhin’s right flank.
Sokolovsky – What is the enemy doing?
Nyrianin – His infantry have penetrated to Kun’ia in the north with their forward units by 2100-2200 hours, with 7 tanks at three points, and the remainder of his force, a panzer division and 110th ID, have penetrated to the west and northwest. After penetrating [our defenses], 110th ID spread out across a broad front. From 1600-1700 hours on 23 August, this division’s battalions were advancing from Kun’ia [northward] toward Nazimovo, [westward toward] Ushitsy, and [northwestward toward] Peski, and the panzer division was concentrating in the Ushitsy, Peski, and Kun’ia region. The situation along the remainder of the front at day’s end on 22 August is as follows:
◊ Zygin (174th RD) [Major General Aleksei Ivanovich Zygin] – withdrew because of the defeat in Biriukov’s (186th RD’s) sector.
◊ 126th RD and 48th TD – the situation is stable, with our forces slowly advancing forward.
◊ Ershakov, Leonov, and Pigarevich are all right and are situated in Sazonov’s (51st RC’s) sector.
They [22nd Army] have captured a German order indicating that 110th and 206th ID, an SS IB, 59th ID, and armored groups from 19th and 20th PzDs, combined under a corps headquarters, were to attack toward Ushitsy, capture Velikie Luki, and erect centers of resistance with infantry and construct pillboxes in the Kun’ia, Zabolot’e, and Shubkovo regions with sappers to prevent our units from withdrawing toward the east. We request air support.
Sokolovsky –Was an order received?
Nyrianin – An order was received. Communications are chancy.
Sokolovsky – Check on your communications. What does Ershakov intend to do?
Nyrianin – 179th and 126th RDs conducted reconnaissance raids toward Ushitsy but without any results because of strong enemy aviation.
Sokolovsky – Use aircraft to strike the enemy. Has our penetration to the south been liquidated?
Nyrianin – We are protecting it with scattered composite detachments.
Sokolovsky – The primary mission is to defeat the enemy trying to encircle us. Pass this on to Ershakov.30

See Map 107. Group Stumme’s counterstroke and the Velikie Luki encirclement, 24 August 1941.

As confusion and uncertainty reigned in the Western Front’s headquarters and Maslennikov’s 29th Army tried to do all in its power to stave off further disaster on the front’s right flank, Group Stumme’s offensive proceeded apace. While the bulk of Ershakov’s 51st and 29th Rifle Corps defended their positions west, south, and southeast of Velikie Luki as best they could by taking feeble measures to counter the advancing Germans, on 24 August Knobelsdorff’s 19th Panzer Division captured Velikopol’e Station and advanced westward to erect blocking positions only 4 kilometers east of Velikie Luki by nightfall. On 19th Panzer’s left flank, Stumpff’s 20th Panzer Division advanced westward and then wheeled southward to form a 12-kilometer long inner encirclement line facing south along the highway from 6 kilometers northwest to 6 kilometers southeast of Ushitsy and Ushitsy State Farm. With the three divisions of German XXIII Army Corps arrayed to the south and west, the remnants of Ershakov’s 22nd Army, perhaps 40,000 men strong, were now confined to a pocket extending 12-15 kilometers from north to south and 16-20 kilometers from east to west in the region around and southeast of Velikie Luki. Farther to the east, Group Stumme’s 110th Infantry Division and part of 102nd Infantry Division encircled and destroyed the remnants of 62nd Army Corps’ 86th and 174th Rifle Divisions southeast of Kun’ia Station, while, still further to the east, the remainder of 102nd Infantry Division and all of 256th Infantry Division formed an outer encirclement line which, moving steadily eastward in tandem, captured Nazimovo Station and Artemovo Platform, 32 kilometers east-northeast and 40 kilometers east-southeast of Velikie Luki, respectively, by day’s end.

See Map 96.

Meanwhile, within 22nd Army’s shrinking pocket, Ershakov tried desperately to formulate a breakout plan to preserve as many of his forces as possible. Because German dispositions were unclear, his first breakout order, issued at 1015 hours on 24 August, required his forces to break out due eastward along and south of the main railroad and highway from Velikie Luki to Toropets:

See Volume 3 (Documents), Appendix Q, 9.

• Enemy Situation – penetrated the defenses on the army’s left wing with two panzer divisions, reinforced by one infantry division, and reached the Kun’ia and Ushitsy State Farm region to encircle and destroy our Velikie Luki grouping and is now attacking toward Velikie Luki from the east and southeast, while protecting the Kun’ia region with an active defense.
• 22nd Army’s Mission – defend in 48th TD’s and 214th and 170th RDs’ sectors until the evening on 24 August, destroy enemy forces in the Ushitsy State Farm region [16 kilometers east-southeast of Velikie Luki] and his penetration toward the east, and, beginning at 1600 hours on 24 August, start withdrawing eastward to occupy the Zadorozh’e, Mishovo, Pleshkovo, Begunovo, and Lake Zhizhitskoe line [35 kilometers east-northeast to 40 kilometers east-southeast of Velikie Luki] by day’s end on 26 August, while protecting the withdrawal with strong groups consisting of a company from each battalion saturated with automatic weapons and mortars.