The first to suffer from these false assumptions was von Kleist’s Panzerarmee 1, which lacked the strength to hold Rostov. The Soviet South Front began its counterattack on 25 November and General-major Anton I. Lopatin’s 37th Army began to push back von Wietersheim’s XIV Armeekorps (mot.), which was screening von Kleist’s left flank along the Tuzlov River. The area held by the Slovakian Fast Division and the SS-Division Wiking
near Lysogorka proved to be a weak spot and Lopatin massed several rifle divisions, two cavalry divisions and three tank brigades in this sector. Von Wietersheim’s defense did not collapse, but gradually fell back under pressure, which left the III Armeekorps (mot.) perilously exposed at the end of a long, thin salient in Rostov. The Soviet 56th Army committed more infantry, cavalry and a tank brigade to a direct attack from the south and east on Rostov, which added additional stress to von Kleist’s position.On the night of 25–26 November, the 56th Army managed to cross the Don river with two rifle divisions and an NKVD regiment, while the 54th Tank Brigade and a cavalry division moved in on the northern side of the city – forming a pincer attack with the LSSAH
in the middle. On 28 November, von Rundstedt authorized von Kleist to withdraw to the Mius River, which was the best course of action. However, Hitler begged to differ and relieved Rundstedt of command on 1 December. Nevertheless, Rundstedt’s replacement – Generalfeldmarschall Walther von Reichenau – quickly recognized that retreat was the only option to save Panzerarmee 1 and Hitler grudgingly allowed von Kleist to fall back 70km and dig in behind the Mius River. Soviet armoured forces played a supporting role at Rostov, with only a few brigades engaged – forty-two Soviet tanks were lost in the counter-offensive to retake Rostov.143 No German units had been lost at Rostov, but von Kleist’s Panzerarmee 1 had suffered over 6,000 casualties in the November fighting and the panzer divisons were combat ineffective; the 14.Panzer-Division alone lost over fifty tanks around Rostov and had only thirteen tanks still operational when the retreat began.144An even worse calamity was faced by Reinhardt’s Panzerarmee 3 in the Klin bulge northwest of Moscow, where his forces held a 50km-long front along the Moscow-Volga Canal and a 60km flank stretching back to the Moscow Sea. Reinhardt had attacked and attacked until he was virtually out of fuel and ammunition, then ground to a halt within 20–40km of Moscow. Reinhardt had Walter Model’s XXXXI Armeekorps (mot.) massed near Yakhroma with the 1, 6 and 7.Panzer-Divisionen, the attached 23.Infanterie-Division and four non-divisional artillery battalions. Model’s corps had suffered badly in the final days of the offensive. By the first week of December, the 6.Panzer-Division only had five operational tanks left in Oberst Richard Koll’s Panzer-Regiment 25 and a total of 1,061 infantry in its four schützen
and one Kradschützen-Abteilung; effectively 2 per cent of its authorized armour and 25 per cent of its infantry.145 Reinhardt’s extended northern flank was screened by Schaal’s LVI Armeekorps (mot.) with the 14 and 36.Infanterie-Divisionen (mot.) and the Lehr-Brigade 900, which had a handful of assault guns attached.These motorized units deployed in battalion-size Igel
(hedgehogs) centered around villages, which were essential for housing as temperatures dropped below freezing at night, but which were not fortified. Reinhardt had part of 1.Panzer-Division in reserve, but its mobility was limited. More pertinently, he had just 10–12,000 infantrymen available to hold 100km of front. His artillery was very low on ammunition and could not be moved because most of the prime movers were non-operational and the tanks had little fuel left. A cold front moving across central Russia on 4 December pushed temperatures as low as –40°C (–40°F), which caused most of the troops to seek shelter, abandoning their vehicles to the frost. Very little anti-freeze had reached forward units so fuel lines froze solid and even tank tracks froze to the ground. The German advantage in tactical mobility disappeared.