The Leader And Supreme Commander Of The Armed Forces.

The Leader's Headquarters.   8th December, 1941.   14 copies

Directive No. 39
                The severe winter weather which has come surprisingly early in the east, and the consequent difficulties in bringing up supplies, compel us to abandon immediately all major offensive operations and to go over to the defensive.

                The way in which these defensive operations are to be carried out will be decided in accordance with the purpose which they are intended to serve, namely:

                (a) To hold areas which are of great operational or economic importance to the enemy.

                (b) To enable forces in the east to rest and recuperate as much as possible.

                (c) Thus to establish conditions suitable for the resumption of large scale offensive operations in 1942.

                My detailed orders are as follows:

                I. Army:

                1. The main body of the Army in the east will, as soon as possible, go over to the defensive along a lightly tenable front to be fixed by Commander In Chief Army. Thereafter the rehabilitation of troops is to begin, Armoured and Motorised Divisions being withdrawn first.

                2. Where the front has been withdrawn without being forced by the enemy, rear areas will be established in advance which offer troops better living conditions and defensive possibilities than the former positions.

                To allow the enemy access to important lateral lines of communication can create danger for other sectors of the front not yet fortified. In such cases the timing of withdrawal in individual sectors must comply with the general situation.

                3. The frontline must be chosen with an eye to easy quartering and defence and simplification of supply problems, especially during the thaw.

                Salient and rear positions will be determined and built as quickly as possible, using all available manpower.

                4. Within the framework of these generally defensive operations the following special tasks must be achieved:

                (a) Sebastopol will be captured as soon as possible. The future employment of the bulk of 11th Army (with the exception of units required for coastal defence) will be decided at the end of the fighting there.

                (b) In spite of all difficulties, Army Group South must endeavour to establish conditions which, in favourable weather, even during the winter, would make it possible to attack and capture the lower Don River-Donets River line. This would provide favourable conditions for operations against the Caucasus in the spring.

                (c) Army Group North will shorten its eastern and southeastern front north of Lake Ilmen, while still denying the enemy the road and railway from Tikhvin to Volkhovstroi and Kolchanavo. This will make it possible, after the arrival of reinforcements, to clean up the area south of Lake Ladoga. Only thus can Leningrad be finally enclosed and a link with the Finnish Karelian Army be established.

                (d) Should it turn out that the enemy has withdrawn his main forces from the coastal area south of the Bay Of Kronstadt, and no longer intends to defend this area seriously, that coast will be occupied in order to economise our forces.

                II. Airforce:

                1. The task of the Airforce is to prevent the rehabilitation of the Russian forces by attacking, as far as possible, equipment and training centres, particularly Leningrad, Moscow, Rybinsk, Gorki, Voronezh, Rostov, Stalingrad, Krasnodar, and so on. It is particularly important to harass, day by day, those enemy lines of communication which enable him to exist and by which he threatens our own front. Besides engaging the enemy Airforce, the German Airforce will support the Army by all available means in defence against enemy attacks on the ground and in the air.

                2. I approve of the proposed distribution of aeroplanes between the Army Groups and of the proposed strength of the air forces which will remain in the east. On the conclusion of land operations, individual air units may be withdrawn for rest and training as the situation allows.

                3. In order to offer effective defence against possible attacks during the winter and in view of our own forthcoming winter operations (see I.4.), a ground organisation will be maintained which allows for a quick switch of forces and for reinforcement by units in the rear. To this end rest areas will be set up as close to the eastern front as possible.

                4. Continual wide ranging protective air reconnaissance is particularly important in order to detect and observe enemy regrouping. The Army and Airforce must coordinate their forces and their operations for this purpose.

                5. I reserve to myself the right to authorise the withdrawal from the Moscow front of those forces still allocated for service with Commander In Chief South.

                6. The Air Defence will be responsible for the protection of our own troops in their billeting and supply areas and for the defence of important communications in the rear. Plans will be made for the speedy concentration of our own fighter forces in special areas, in order to deal with concentrated enemy air attacks.

                III. The Navy will ensure that the sea route to Helsinki, rendered safer by the capture of Hangö and Osmussaar, can be fully utilised for cargo traffic and supplies to our troops in Finland.

                The number of small supply ships being built in Germany and occupied countries (particularly for use across the Black Sea and in the Aegean Sea) must be still further increased even at the expense of all not absolutely essential claims and security measures.

                IV. The replacement of personnel of the Armed Forces for 1942 must be ensured even in the event of heavy casualties. As the Class Of 1922 will not be sufficient alone for this purpose, drastic steps are necessary.

                I therefore order:

                1. All Armed Forces troops which can be released from Germany or from special employment (e.g. Military Mission Romania) will be made available, by wholesale redeployment, to the fighting front.

                Younger soldiers who are serving at home or in rear areas will take the place of older fighting soldiers.

                2. The movement of forces between the eastern and western theatres will be made on the following principles:

                Divisions of the second and third wave and Armoured Divisions in the west, if fully fit for action, will relieve Divisions in the east which have been exhausted by particularly heavy fighting. We are justified in risking a purely temporary weakening of our forces in France during the winter.

                Battle tried Officers, Noncommissioned Officers, and Men from the Divisions in the east which are to be relieved may be posted to these Divisions in the west.

                Beyond this I will decide whether Divisions in the west which cannot be employed in the east as full formations should be disbanded and employed to reinforce seasoned Divisions on the eastern front. This decision will be reached when the Army's general plans for reorganisation and regrouping are submitted to me.

                At all events the strength of the Army in the west must be maintained so that it is capable of coastal defence and of carrying out Undertaking Attila.

                3. Young workers classified as essential will be released from their employment on a large scale and will be replaced by prisoners and Russian civilian workers, employed in groups. The High Command Of The Armed Forces will issue Special Orders in this respect.

Adolf Hitler.