•	20th MC (26th and 38th TDs and 210th MRD):

♦	26th TD – in Gladkovo, Sukhari, Bol’shoe Bushkovo, and Zhdanovichi, with its front facing east.
♦	210th MRD – defending the Ugly, Gromaki, and Ladyzhino line.
♦	38th TD – defending the Ladyzhino, Cherepy, Nichiporovichi line.
♦	Headquarters, 20th MC – the forest 2 kilometers east of Rusenka.

•	53rd RD (with 3rd Bn, 438th CAR, and 301st HAR) – while defending the Shklov and Pleshchitsy sector on the Dnepr River’s eastern bank, was smashed by enemy forces penetrating in the Shklov region, and its remnants withdrew to the Pochinok region. 223rd RR (company-size detachment) is operating with 110th RD.
•	61st RC – defending the Mogilev region and the fortifications of the Mogilev bridgehead.

♦	110th RD (with 1st Bn, 438th CAR, with 514th RR, less one battalion, but without 411th RR) – defending the Nikolaevka, Nizhnyi Prudki, and Pavlovka line.

⋄	425th RR – defending the Nikolaevka, Nizhnyi Prudki, and Ozer’e sector.
⋄	411th RR – corps reserve in the woods 2 kilometer north of Novyi Liubuzh.
⋄	223rd RR (composite company), 457th AABn (without guns), and chemical company – division reserve in the woods northwest of Telegi.
⋄	March-battalions with 850 men at the disposal of 110th RD on 18 July and concentrated in the forest southwest of Evdokimovichi.
⋄	Headquarters, 110th RD – the woods southwest of Telegi.

⋄

172nd RD (with 394th, 388th, and 747th RRs, 507th RR, 148th RD, less one battalion, one battalion each from 543rd RR, 161st RD, and 514th RR, 110th RD, 601st HAR, and 200th and 209th ATBns) – defending the Polykovichi, Pashkovo, Tishovka, Buinichi Station, Grebenovo, Poletniki, Bol’shaia Borovka, and Liubuzh line.

⋄	394th RR – defending the Polykovichi and Zatish’e sector.
⋄	388th RR – defending the Zatish’e and Buinichi Station sector.
⋄	747th RR (with 507th RR, less one battalion, and one battalion of 543rd RR) – defending the Brody, Grebenovo, Poletniki, Bol’shaia Borovka, and Liubuzh sector facing toward the south.
⋄	2nd Bn, 514th RR – reserve of 172nd RD in the Kholmy region and the forest to the southeast.
⋄	Headquarters, 172nd RD – the southwestern outskirts of Mogilev.

See Volume 3 (Documents), Appendix J, 2.

•

20th RC:

♦	137th RD – concentrated in the forest north of Ostrovy, with no information about its dispositions and strength.
♦	132nd RD – followed 137th RD on the morning of 20 July, but its location and strength is unknown.
♦	160th RD – its remnants formed into a composite detachment in the Poniatovka region, but its location and strength is unknown.
♦	143rd RD – no information received.
♦	187th RD – 236th RR is in the Rogi region as part of 21st Army, but there is no information about its remaining regiments.

•	4th AbnC – is putting itself in order after days of fighting along the Krichev axis.

♦	8th AbnB – attacked toward Studenets on 20 July, but subunits of 39th TR were repulsed by the enemy and occupying the Pogumenskii and Bradzany sector along the Sazhenka River’s eastern bank of the Sazhenka River at day’s end on 20 July, while preparing to attack toward Krichev.
♦	7th AbnB – putting itself in order after withdrawing to the P. Velikan, Griazivets, Koronets, the grove north of Koronets, and Zamost’e line and preparing to attack toward Krichev.
♦	Composite battalion – concentrated in the Klimovichi region by 2000 hours on 20 July.
♦	Headquarters, 4th AbnC – Klimovichi.

•	Colonel Grishin’s Detachment – moving along the highway between Aleksandrovka No. 1 and Aleksandrovka No. 2 on the morning of 20 July, but no information about its combat composition.31

Obviously, by this time Gerasimenko’s 13th Army remained scattered to the winds. While the organized part of the army tried to mount an assault on Guderian’s forward units in the Chausy and Krichev regions, the army’s bypassed remnants east of Mogilev escaped eastward over the next several days, running a virtual gauntlet of fire through the advancing columns of Geyr’s XXIV Motorized Corps. This left the ground defense of the shrinking perimeter around Mogilev proper, first, to General Nikitin, and after he was evacuated to the rear after 16 July, to Major General Fedor Alekseevich Bakunin, the commander of 61st Rifle Corps and garrison commander. The nucleus of the defending forces was a special group led by Major General Mikhail Timofeevich Romanov, the commander of 172nd Rifle Division, whose group ultimately consisted of his division, 110th Rifle Division, single regiments from or remnants of 132nd, 137th, 160th, and 143rd Rife Divisions, and the remnants of Nikitin’s 20th Mechanized Corps.³²

See Table 12.

Table 12. The 61st Rifle Corps’ Defensive Dispositions around Mogilev, 0800 hours on 21 July 1941

•	61st Rifle Corps (110th and 172nd Rifle Divisions, 20th Mechanized Corps, 148th Rifle Division’s 57th Regiment, minus one battalion, and 132nd Rifle Division’s 453rd Regiment)

♦	20th Mechanized Corps – (eastern axis)

⋄	26th Tank Division – Gladkovo, Sukhari, Bol’shoe Bushkovo, and Kirp sector (west of Chernevka);
⋄	210th Motorized Rifle Division (minus one battalion) – Chernevka to north of Domany sector; and
⋄	38th Tank Division – Nichiporovichi and Nikolaevka sector.

♦	110th Rifle Division (less 394th and 441st Regiment) and 514th Motorized Rifle Regiment (less one battalion) – Nikolaevka and Par (east of Polykovichi) sector.
♦	172nd Rifle Division (with one battalion, 110th Rifle Division’s 514th Regiment and 394th Regiments; 148th Rifle Division’s 307th Regiment, and one rifle battalion, 161st Rifle Division’s 543rd Regiment) – Polykovichi, Pashkovo, Tishovka, Buinichi, Pechery, and Bol’shaia Borovka sector.
♦	411th Rifle Regiment – in reserve in the Novyi Liubuzh region.

Source: “Svedeniia shtaba 13-i Armii o polozhenii i sostoianii voisk na 21 iiulia 1941 g” [Report of the headquarters of 13th Army about the positions and condition of its forces on 21 July 1941], in SBDVOV, Issue 37, 196-197.

For several days after the city’s encirclement, a foreboding stillness descended over Mogilev as the beleaguered garrison and its higher headquarters monitored German troop movements toward the east. However, this deceptive stillness only masked the steady advance of the next wave of German forces, the kampfgruppen leading the advance of four army corps from Weichs’s Second Army, which began reaching the Dnepr River on 16 and 17 July.³³ As they did so, they relieved the SS “Das Reich” Motorized, 3rd and 4th Panzer, and 10th Motorized Divisions, which hurried eastward to join their parent corps. Once he relieved Guderian’s forces, on 16 July Weichs ordered General of Artillery Wilhelm Fahrmbacher, the commander of VII Army Corps, to take charge of the operations to capture Mogilev.

After concentrating his forces, Fahrmbacher conducted his first assault against Mogilev’s defenses from the west on 20 July with his VII Army Corps’ 7th and 23rd Infantry Divisions. Since the defending Soviets were well dug in and supported by artillery, they repelled this attack, although German infantry managed to cross the Dnepr River on their northern and southern flanks. During this assault, 23rd Infantry Division also seized a tactically advantageous bridge over the Dnepr River and pierced the Soviets’ defenses near Buinichi in the more exposed southern part of the city, 8 kilometers from the city’s center.

To complete the encirclement, Weichs assigned Fahrmbacher 15th and 78th Infantry Divisions, the former just released from the OKH’s reserve, and Fahrmbacher inserted 15th Infantry Division between the 7th and 23rd Divisions in the west and used 78th Infantry Division to close the encirclement ring from the southeast.³⁴On 21 July Major General Hellmich’s 23rd Infantry Division used its reserve 9th Regiment to outflank the defenders and capture a bridge leading into Mogilev from the southeast after intense and costly fighting. After capturing the bridge intact, Hellmich’s division cracked the defenders’ inner defensive ring, which ran along the river bend, and repelled several furious Soviet counterattacks.³⁵ Hard-pressed by the German assaults, late on 21 July Bakunin reported to 21st Army’s headquarters, “I have been conducting fierce combat with superior enemy forces for two days. I am holding on to my positions. Artillery shells have been used up. I ask you just when you will be able to provide us with ammunition.”³⁶

Although Soviet TB-3 bomber aircraft tried to drop supplies into Mogilev, many of the parachutes fell into the Germans’ line, and many of the air-dropped shells turned out to be the wrong caliber. In addition, some reinforcements arrived from Kreizer’s 1st Motorized Rifle Division, which fought its way into the encirclement from the north, leading Weichs to conclude the defense of Mogilev ranked high on the Stavka’s list of priorities. However, none of these efforts to re-supply their forces eased Bakunin’s and Romanov’s dilemma. The next day 78th Infantry Division repulsed Soviet forces attempting to enter the pocket from the northeast and held off an attempt by part of Bakunin’s forces to break out to the east. The fighting intensified during the night as the defenders struggled to retrieve the air-dropped supplies. However, overnight 78th Infantry Division penetrated the southern sector of Bakunin’s perimeter, capturing more than 5,000 prisoners and enough materiel to equip a division. As 13th Army reported on the evening of 23 July, 61st Rifle Corps had been attacked by up to five enemy infantry divisions in the Pleshchitsy, Kniazhitsy, Selets, Vil’chitsy, and Dary regions since early on 22 July, with the enemy seizing Lupolovo and covering Mogilev with aerostatic obstacles (see 21st Army’s daily operational summaries below).

Weichs’ 23rd, 15th, 7th, and 78th Infantry Divisions closed the ring tightly around the center city on 24 July and began house-to-house fighting. Despite its weakened state, Bakunin’s force held out until 26 July, at least to this point admirably fulfilling Timoshenko’s order, “to defend Mogilev come what may.”³⁷ Romanov’s 172nd Rifle Division performed particularly well during this heavy and complex fighting by tying down four German divisions (VII Army Corps’ 7th, 15th, 23rd, and 78th Infantry) in conjunction with 21st Army’s incessant attacks toward Mogilev from the south. However, by late on 25 July, Bakunin’s encircled forces had consumed all of their remaining ammunition, food, and fuel supplies. Complicating matters for the encircled group, by this time XIII Army Corps of Guderian’s Second Panzer Group had forced the neighboring 21st Army to withdraw its forward defenses 55-65 kilometers southward to the Sozh River line, far out of supporting range of Mogilev.

With his forces almost totally out of ammunition, Bakunin finally ordered his forces to break out to the east overnight on 26-27 July despite orders from higher headquarters not to do so. Leaving thousands of wounded under the care of doctors, the defenders tried to escape, but only a handful managed finally to reach Soviet lines. The breakout attempt was costly in lives, and Romanov was wounded in the left shoulder. In the dark night and heavy rain, his small column managed to join a German convoy surreptitiously but was detected and destroyed. The general managed to escape to Barsuki, a village 32 kilometers west of Mogilev, by hiding under straw in a Panje wagon but was later captured, treated at a German hospital, and imprisoned at a German POW camp at Hammelburg, where he died in captivity in July 1943.³⁸ Major General A. G. Nikitin, the commander of 20th Mechanized Corps, was also killed leading his forces eastward from Mogilev.

After learning of Bakunin’s breakout attempt, although displeased with army commander Gerasimenko’s behavior, Timoshenko was simply livid over what he considered as Bakunin’s “treachery” under fire. As he explained to his masters in Moscow on 27 July:

Since 61st Rifle Corps’ vigorous defense of Mogilev is tying down as many as 5 enemy infantry divisions, 13th Army was ordered to defend Mogilev at all cost, and 13th Army and the Central Front received orders to attack toward Mogilev and subsequently protect Group Kachalov’s left flank and reach the Dnepr. However, when the commander of 13th Army failed to urge Bakunin, the commander of 61st Corps, to stand fast, the latter “rudely violated his orders” and illegally abandoned Mogilev, this released enemy divisions to maneuver against 13th and 21st Armies. The Western Front immediately countermanded Bakunin’s order, replaced Bakunin with Colonel Voevodin, who steadfastly defended Mogilev, and turned Bakunin over to a military tribunal.³⁹

Despite their repeated desperate attempts to break out of the “Mogilev trap” and reach the safety of the Sozh River, the bulk of Bakunin’s and Romanov’s forces perished, fell captive to the Germans, or escaped individually or in small groups to join partisan units in the nearby forests. German forces entered Mogilev on 27 July. After they did, they reported capturing 23,000 prisoners and a considerable amount of equipment by late on 27 July and, ultimately, increased this tally to 35,000 soldiers and 245 guns by including the toll throughout the entire operation in and around the city. In fact, the casualty toll was unusually high on both sides as a result of this sustained fighting. By day’s end on 27 July, Mogilev was finally under VII Army’s complete control, with its vital bridge over the Dnepr River repaired and operational.

Although Bakunin’s and Romanov’s defense of Mogilev deprived the Germans of a vital Dnepr crossing site for more than a week, the Germans actually managed to construct temporary bridges over the river in half a dozen other places, depriving Mogilev of major strategic significance. In addition, by the time the siege was over, Guderian’s panzers had managed to disengage from the city and resolutely press ahead eastward, ignoring its potential danger against their inner flanks. However, since Weichs’ infantry had to contend with both the situation at Mogilev as well as 21st Army’s attacks against his flanks, the heavy fighting delayed Second Army’s planned attack on Gomel’ for more than a week and severely depleted his ammunition stocks.

By the last week in July, Mogilev’s gallant defenders had become just another neglected remnant of the shattered Western Front. Ordered to stand and fight, they did so with little assistance from 21st Army. However, their sacrifices did buy time for Timoshenko to bring forward fresh reserves and commit them in the more vital battle for Smolensk. In addition, although Red Army forces fought heroically at Mogilev, Krasnoe, Smolensk, Solov’evo, and tens of other points, on many occasions during this critical period, they failed to perform to Timoshenko’s and Stalin’s expectations. As Rokossovsky later noted in his memoirs:

To my great regret, about which I have no right to be silent, I encountered a great number of instances of cowardice, panic, desertion, and self-mutilation to evade battle among the soldiers. At first, so-called “left-handedness” appeared when [soldiers] shot themselves in the palm of their left hand or had one or several fingers shot off. When we noted that, “right-handedness” began to appear, done in the same way only with the right hand. Self-mutilation occurred by agreement; a pair of soldiers would mutually shoot one another in the hands. Soon a law was issued that mandated the highest penalties (execution) for desertion, evasion of battle, “shooting oneself,” and insubordination to superiors in combat conditions.⁴⁰

The Problem of 21st Army

While Bakunin’s and Romanov’s forces defending Mogilev were one problem interfering with Army Group Center’s operations, Bock’s forces faced an even more serious problem further to the south. In fact, from the very moment Bock’s armored columns began their eastward advance toward Smolensk, F. I. Kuznetsov’s 21st Army represented the most vexing thorn in his side. Timoshenko had issued his initial orders to Kuznetsov’s army on 11 and 12 July, in the first instance, to conduct raids against Army Group Center’s right rear and, ultimately, to join 13th and 4th Armies’ counterattacks against Guderian’s Second Panzer Group. In the wake of these operations, at 2000 hours on 16 July, Timoshenko reported to the Stavka about 21st Army’s modest successes:

See Maps 42 and 43. The situation on Army Group Center’s right wing late on 16 July 1941 and 21st Army’s dispositions and see also Volume 3 (Documents), Appendix J, 1)

•	21st Army – attacking in the general direction of Bobruisk, with small groups of Center’s right enemy tanks withdrawing westward before its front.

♦	67th RC (102nd and 151st RDs) – after forcing the Dnepr River, reached the Rogachev and Bykhov Station railroad line [20-30 kilometers north of Rogachev] 21st Army’s and faced with small tank and motorized infantry subunits.
♦	63rd RC (167th and 154th RD) – continuing its advance toward the west [west of the Dnepr River between Zhlobin and Rogachev].
♦	66th RC (232nd RD) – positions unknown [between Iakimovskaia Sloboda and Strakovichi, roughly 35-45 kilometers south of Zhlobin].
♦	Colonel Kurmashev’s Detachment – reached the Drazhnia and Zapol’e front [30 kilometers south-southeast to 35 kilometers southwest of Bobruisk] at 1500 hours on 15 July and facing toward the northwest.
♦	24th RD (remnants) – combined into detachments in the Kosarichi region [55 kilometers south of Bobruisk] and to the south.
♦	75th RD – withdrew to the Gulevichi and Vilcha sector [130-150 kilometers southwest of Bobruisk] along the Sluch’ River and fighting with the enemy 40th ID.
♦	25th MC – in the Krichev region at 0015 hours on 16 July, with order to fulfill its previous mission41

As the Western Front’s operational summary indicated, although 21st Army’s forces were still intact, its commander, Kuznetsov, also suffered from severe communications problems that denied him a complete picture of his army’s dispositions. The most interesting aspect of the report involved the detachments of Colonel Kurmashev and 24th Rifle Division, which were operating south and southwest of Bobruisk, threatening Weichs’ communications from the south. These were the forces Gorodovikov’s Cavalry Corps were supposed to reinforce.

Timoshenko continued reporting on 21st Army’s operations in operational summaries his front issued late on 18 July and, once again, on the morning of 21 July. While demonstrating that Kuznetsov was determined to carry out his offensive orders, these summaries also indicated that Weichs’ Second Army intended to recapture Rogachev:

See Appendices F, 9 and J, 3.

2000 hours on 18 July 1941, Western Front’s operational summary

•	13th Army – no information received because liaison officers sent by aircraft have not yet returned.
•	21st Army – attacking toward Bobruisk during the day against four enemy divisions which have conducted numerous counterattacks supported by mortars and artillery.

♦	67th RC – protecting the army’s right flank, with 187th RD securing its right, and 15th RD attacking toward Bykhov Station since 0300 hours on 18 July and 102nd RD attacking northwestward from Novyi Bykhov [35 kilometers east-northeast of Rogachev] since 0700 hours on 18 July, both with unknown results.
♦	63rd RC (61st, 167th, and 154th RD) – defending its previous positions and repelling local enemy counterattacks [west of the Dnepr between Rogachev and Zhlobin], with 15 killed and 300 wounded and 6 tankettes destroyed.
♦	66th RC (232nd RD) – fighting along the Borovaia, Korolev Station, and Sloboda line [15-22 kilometers northwest of Parichi and 20-25 kilometers south of Bobruisk].
♦	117th RD and 110th RR, 53rd RD – defending its previous sector along the Dnepr River’s eastern bank,
♦	Detachment Kurmashev – no news,
♦	Pinsk Military Flotilla – a detachment fighting along the Berezina River near Novaia Belitsa (5 kilometers north of Parichi).
♦	24th RD (remnants) – concentrated in the Ozarichi region [40 kilometers south of Parichi].
♦	75th RD – defending the Lenino and Mlynok line along the Sluch’ River [120-140 kilometers southwest of Bobruisk] against at least one enemy infantry division (probably the 40th) and cavalry.
♦	25th MC:

⋄	50th TD – in the Voshchanka and Aleshnia region [40-50 kilometers east-northeast of Rogachev and 15-20 kilometers east of Dovsk], with its detachment of 10 tanks and a motorized company destroying 70-80 wheeled vehicles, 10 tanks, and up to 500 soldiers and officers during fighting in the Mashevskaia Sloboda region [15 kilometers north of Propoisk] since 1300 hours on 17 July.
⋄	219th MRD – concentrating in the Chechersk and Voronovka region [60 kilometers east-southeast of Rogachev].
⋄	55th TD – in Novozybkov [140 kilometers southeast of Rogachev].

•	4th Army – fighting with enemy forces penetrating along the Cherikov axis.

♦	28th RC – retreating to new defenses.

⋄	42nd RD – withdrawing to the Zakrupets, Gizhenka, and Novinka line [20-25 kilometers west of Cherikov], where it faces the west and south.
⋄	6th RD – defending the Dolgoe, Sokolovka, and Polepenskii line [15 kilometers west to 15 kilometers southwest of Cherikov] with two regiments.
⋄	55th RD – 107th RR regrouped to defenses in the Kremianka and Kamenka Station sector [2 kilometers south to 10 kilometers southwest of Krichev] along the eastern bank of the Sozh River, with one rifle battalion along the eastern bank of the Udocha River in Cherikov; and the rest of the division in forests south of Cherikov [25 kilometers southwest of Krichev].

⋄	4th AbnC – protecting the crossings over the Sozh River at Khislavichi, Mstislavl’, and Krichev [40 kilometers north of Krichev] with two brigades and four battalions.
⋄	Observed an enemy concentration of 28 tanks (including 4 heavy), 42 armored personnel carriers, 115 motorcycles, 17 guns (including 5 heavy), and up to 150 vehicles in the Krichev region being protected by 10 fighter and 10 bomber aircraft.
♦	The front is undefended from Krichev to Roslavl’.42