The Chief Of The High Command Of The Armed Forces.

The Leader's Headquarters.   23rd July, 1941.   14 copies

Supplement To Directive No. 33
                After a report by Commander In Chief Army, The Leader on 22nd July issued the following orders to amplify and extend Directive 33.

                1. Southern Part Of The Eastern Front:

                The enemy forces which arc still west of the Dnieper River must be decisively defeated and dispersed. As soon as the state of operations and of supplies allows, 1st and 2nd Armoured Groups will be concentrated under command of 4th Tank Army and, with the support of Infantry and Mounted Divisions, will occupy the Kharkov industrial area and thrust forward across the Don River 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 River. The security of the area immediately southwest of the Bug River 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 Centre, 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.

                3rd Armoured Group 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 River, the mobile forces of 3rd Armoured Group will probably be once more available.

                3. Northern Part Of The Eastern Front:

                The subordination to it of 3rd Armoured Group 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 River towards Leningrad will be prevented.

                3rd Armoured Group is to be returned to Army Group Centre 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 4th Armoured Group and some of the infantry formations of Army Group South, may be moved back to Germany as soon as the situation allows.

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

                5. The orders given for Navy and Airforce 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 Airforce, by the transfer of several dive bomber groups to the Finnish theatre 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.

Keitel.