I. General considerations

The conquest of Odessa by the Romanian troops raised a series of comments in the foreign press and broadcast, many of them totally unfavorable to our army.

These comments also found domestic supporters in some circles that were reluctant to the actions of our army beyond Dniester.

Moreover, most of the division commanders that took part in the battle of Odessa were convinced that the city fell without fights, as starting from 20 September, when the last attacks of 3rd Infantry Division for reaching the anti-tank ditch between Dalnik and Kobagenko were carried out, no more offensive actions strong enough to crash the well proved stiff Soviet defense were assumed by our side.

Even the communiqués of 16 October seem to confirm this theory, as the first communiqué announced by 1200 hours the fall of Tatarka, Dalnik and Gnileakovo, while a second communiqué broadcasted only hours later announced the fall of the city of Odessa.

It is unlikely indeed that such a strong defense could be defeated in hours and only breaking the defensive line Gnileakovo - Dalnik - Tatarka would have taken much longer.

The consequences appeared in no time and Budapest will probably thread a long time with the idea that Odessa surrendered without fights, given the critical situation the Soviet troops in Crimea and the Donets Basin, and the extreme German bombardment against the city and the port of Odessa.

Nevertheless the historical truth is totally different and can be summarized in four points:

1. Because of the heavy losses suffered at Odessa, the critical situation of the troops in Crimea and the Donets Basin and difficulties regarding logistics, the Soviet Command decided, probably a time ago, the abandoning of the bridgehead, but only after its complete evacuation.
2. The interrogation of prisoners revealed that the evacuation had to be completed by 22 October, date when the city had to be abandoned. These declarations are verified by the presence in Odessa docks of a large amount of materiél (vehicles, tractors, guns etc) that could not be evacuated or even thrown into sea, as it was proceeded elsewhere.
3. It was likely that the withdrawal to have been yet postponed - as it happened twice as stated by POWs - in case the evacuation could not be completed by 22 October.
4. The offensive carried out by 11th Infantry Division during 8-13 October delivered a final, decisive blow to the Soviet defense, with tactic and strategic repercussions that forced the enemy:
   • to abandon the idea of postponing the evacuation;
   • to haste the retreat with several days;
   • to destroy or abandon a large quantity of materiél;
   • to lose an entire regiment that was wiped during those fights.

Regarding the autenthicity of the points 1-3, the higher echelons have information more plenty, significant and thorough than the division.

These echelons know that the statements above are accurate, as even aware of an imminent evacuation of the city, they were planning the general offensive that had to be carried out between 16 and 26 October.

Therefor, here will be detailed only the last offensive actions of 11th Infantry Division, that seem not to be regarded as they must be, by our military circles and even less by the public opinion and by our enemies that support the idea of the Odessa surrendering without fight.

For re-establishing the truth related to these operations, I elaborated the present memoir.

8 October

According to the I Army Corps' order of operations #103, on 8 October (1250 hours), reconnaissance elements led by officers are dispatched on the entire front line of the division.

The patrol facing Hill 94.5 reports that enemy has left the field works around the hill.

The other patrol reports no resistance or only faint small arms fire.

Platoons and companies are sent immediately to secure the strategic spots.

According to the I Army Corps' order of operations #104, on 8 October (1530 hours) the deployed regiments are ordered to advance and take hold of the hills east of Gnilaia Valley as soon as possible, before the enemy can dig in.

The regiments reach the Gnilaia Valley by 2200 hours and send strong reconnaissance formations of two platoons per battalion, east of the valley.

In the north, 19th Regiment breaks into Ancestovo after a short fight, pushes with one battalion on the hills eastwards and captures before dawn the first pillboxes, facing west, of the Gnilaia Valley - Dalnik - Tatarka defense line.

The bulk of 2nd Regiment remains west of Gnileakovo, having patrols in the western outskirts of the village. One patrol penetrates up to the church and comes upon heavy fire from houses and the anti-tank ditch.

9 October

As a result of the surprise attack of 19th Regiment during the night of 8/9, the left flank of the enemy defense disposition in the Gnilaia Valley was virtually dislocated.

Consequently, it is ordered to resume the advance in order to find out where did the enemy established the new defense disposition and to ensure a strong departing point, from west to east, for the attack that will turn the right of the enemy in the Gnilaia Valley - Dalnik - Tatarka defense line.

19th Regiment also deploys 2nd Battalion east of the valley and resumes the attack at 1130 hours, on the direction Acestovo - Holodnaya Balka, after a 10 minute artillery preparation.

The regiment meets an increasing resistance, every 200 meter jump requiring a new artillery preparation. At 1400 hours, after having penetrated about 600 meters, the regiment is stopped by heavy fire from northwest of Hill 81.6.

It is carried out a maneuver with the reserve elements (the Reconnaissance Company and the 2/3 Reconnaissance Group) supported by its artillery.

The attack is finally stopped after no more than 300-400 meters by heavy automatic weapon and mortar fire from the entire front line between Gnilaia Valley and Hadjibeisky Liman and especially from Hill 81.6.

2nd Regiment, which was fixing the enemy at Gnileakovo, manages only to break in the outskirts, being stopped with the bulk outside the village by heavy fire from the houses on the eastern slopes of Gnilaia Valley and East of the anti-tank ditch.

The enemy artillery was 3-4 battery strong, including a heavy one.

By 1100 hours a squadron, probably the last the enemy had at Odessa, machine-gunned the troops of 19th Regiment.

The alignment reached during the course of operation was: 2 km south of Ancestovo - 600 meters west and 800 meters north of Hill 81.6 - 500 meters north of Hill 66.1 (map 1).

The interrogation of prisoners revealed that:

• in front of the division was the Soviet 241st Regiment (between Gnileakovo and Liman) and the 3rd battalion of the Soviet 90th Regiment, defending Gnileakovo and the field works east of the village;
• they were ordered to prepare a new defense position on Gnilaia Valley, but the action during the night of 8/9 and the following day forced them to fall back southwards, around Hill 81.6;
• not a single unit of their regiment was dispatched to Odessa;
• they were expecting reinforcements.

The enemy field works were the following:

• anti-tank ditch with three lines of barbed wire east of the ditch, between Gnileakovo and the Andreevo Forest;
• deep trenches, pillboxes and communication ditches;
• mine fields, especially on the slope towards Liman;
• the pillboxes were facing west and northwest.

Conclusions for 9 October

The engagement of 19th Regiment and most of the artillery evidenced the following facts:

• the enemy was decided to resist on the Gnilaia Valley;
• being surprised, the enemy set up his right flank around Hill 81.6 were he was decided to resist at any cost;
• our advance on this direction (Ancestovo - Holodnaya Balka) made him anxious, as he intervened with artillery from other sectors, with the small air force he possessed and he was hurrying to bring reinforcements.

Our division was holding firmly the ridge between the Gnilaia Valley and Liman and, excepting the Observatory (Hill 81.6). We had a strong departure position towards the flank and the rear of the enemy.

10 October

Due to the achievements, I Army Corps transmit during the night of 9/10 the order of operations #107 of resuming the attack southwards with one regiment.

Division decides an attack towards Holodnaya Balka with 3rd Regiment, on a 800 meter wide front, with two battalions that will by-pass the 19th Regiment.

The task force will be framed in the right by the 1st Battalion of 19th Regiment and in the left by the Reconnaissance Company of 19th Regiment and the 2/3 Reconnaissance Group (map 2).

The initial objective is a line located 400 meters southeast of the alignment Hill 81.6 - Hill 66.1. After the enemy disposition would have been penetrated, the advance has to continue on the direction from Hill 81.6 to the highway Holodnaya Balka - Odessa, until meeting new resistance. The entire divisional artillery (3 support battalions and 6 protection battalions) will support the task force.

The attack will not be launched until the communications are completed and the artillery observers are at their posts.

In the morning of 10 October, I prepared in the field the details of the attack together with the task force commander and the chief of Bureau 3, regarding:

• the tactics of infantry;
• the advance of the observers east of the Gnilaya Valley, at least one for each battalion;
• the communications of the task force with the liaison officers and support forces by telephone line.

The attack begins at 1230 hours, after a 10 minute preparation with the entire divisional artillery, and meets from the beginning strong resistance that requires repeated artillery bombing.

Close to Hill 81.6 the enemy fire is particularly strong. The Soviets are firing numerous automatic weapons and mortars from trenches and strong points, which are counteracted with Schneider guns.

The enemy artillery, 5-6 batteries including 2 heavy and numerous mortars, is firing at our reserves and artillery positions.

Till 1600 hours both Hill 81.6 (where a grenade fighting developed) and Hill 66.1 are taken. The alignment reached at 1700 hours is the following (map 2): 400 meters south of Hill 66.1 - 400 meters south of Hill 81.6 - 200/300 meters north of knolls +0.7 - the old skirts west of Gnileakovo.

The enemy left behind many casualties and equipment; 140 prisoners were captured.

Over the night the enemy counter-attacked twice in his attempt to regain the hills:

• First, at 2330 hours, they attack with the troops that previously fell back, reinforced with two companies arrived from Odessa by trucks and supported by 10 tanks. The counteract hits the Reconnaissance Group from the extreme left, near Liman. The unit is surprised and falls back together with the Reconnaissance Company of 19th Regiment. It is executed immediately a counter-attack with two companies from the reserve of 3rd Regiment, which repulses the enemy back to the departure position.
• By down, the enemy counter-attacks from Andreevo forest the right of the 1st Battalion/19th Regiment, being repulsed right away by the artillery barrage prepared in the evening. The captured prisoners are from three regiments (241, 161, 90). They state they have suffered heavy losses and they are bringing reinforcements from Odessa in a hurry.

Conclusions for 10 October

• The stiffness of the defense opposed by the enemy, which fought for every meter of ground, and the two night counter-attacks prove that the Observatory had to be held at any cost until a certain date.
• By its fall and the penetration up to 1200 meters southwards, the departure position for the turning attack conceived by I Army Corps is secured. Most of the artillery can now be deployed east of Gnilaia Valley and can shell southwards, having a large observation area of about 4 km, between Hill 81.6 and Hill 74.8 (south of Holodnaya Balka).
• The enemy suffered heavy losses, an entire battalion of 241st Regiment being captured or destroyed.
• The fact that 11th Infantry Division was advancing steadily by 1 km per day in the flank and the rear of the defensive alignment Gnilaia Valley - Dalnik - Tatarka, considered inexpugnable by the enemy, and that all his counter-attacks could not take back a single meter of ground as it has happened in other sectors, ruined the troops and Command morale, as he was forced to strengthen his right with many infantry units and to double the number of artillery batteries on the front of the division.

In regard to the success achieved in the preceding days, I Army Corps transmit during night the operational order #108 (0030 hours), requesting 11th Division "to resume the attack with its left along Hill 81.6 - Big Fomina Balka, in order to complete the turning of the enemy forces at Gnileakovo and to take:

• initially the line stretching between the southern outskirts of Gnileakovo and Holodnaya Balka,
• then the hills northwest Big Fomina Balka".

But due to the fights of 9 and 10 October and moreover the enemy counterattacks during the night of 10/11 October, when 3rd Regiment used up its reserve, 19th and 3rd Regiments - reorganized on two battalions, suffered heavy losses (25-30%) that reduced their offensive capability.

Therefor:

• The division can only deploy for the attack the battalion in reserve of the southern force (2nd Regiment, which is still organized on three battalions).
• The division can attack no sooner than afternoon, as the time required for deployment of the battalion in the south, reconnaissance, communications etc. was at least 6 hours.
• It is possible to achieve only limited objectives due to the lack of other reserves.

The division decides the resume of the attack in the afternoon, turning over the battalion from the reserve of 2nd Regiment to 3rd Regiment, with a view to clear the anti-tank ditch and the strong points east of the ditch.

Due to the delay in execution we renounced to this maneuver, the attack being resumed at 1430 hours with the same forces involved on 10 October, the battalion of 2nd Regiment remaining in the reserve of the attack formation.

The enemy opposes its characteristic stiff defense. It is made slow progress, the reactions by fire being more and more powerful. The enemy heavy and light artillery act more violently and massively than in the previous day, intervening with batteries south of the railway where they have no action.

By 1700 hours it is succeeded in taking the northern outskirts of Sofhoz and Holodnaya Balka and breaking into several houses with the capture of a large number of prisoners.

Westward it was penetrated up to 300 meters north of Andreevo Forest (map 3).

The enemy carried out three counterattacks at 1600, 1730 and 1800 hours, departing from the southeastern corner of Sofhoz and aiming at the left of our attack, all of them being repulsed.

The counterattacks were of two companies in strength, the first counterattack being supported by four tanks.

The surprise was immediately exploited, being pushed the reconnaissance companies of 19th and 3rd Regiments, which crossed the villages by night and reached the southern outskirts of Holodnaya Balka.

The last strong points in the two villages were liquidated at dawn. By daybreak it was pushed the right of the attack formation (I/19th Regiment), that after advancing 100 meters came under heavy machine-gun and mortar fire from the anti-tank ditch and the northeastern corner of Gnileakovo.

The prisoners captured during the day were from 241st, 161st and 93rd Regiments; they declared as in the previous day that they have suffered heavy losses and they were hurrying in bringing reinforcements consisting of companies taken from other sectors.

Conclusions for 11 October

• By taking the ground south of Hill 81.6, Sofhoz and Holodnaya Balka, the strong defensive perimeter made up of Gnileakovo, the anti-tank ditch and the Andreevo Forest was nearly encircled in a pocket facing southeast - northwest.
• The enemy, in spite of the heavy losses, was determined to hold the pocket at any cost, the pocket being a good departure position for counterattacks aimed at the right flank of our northern force and for infiltration on the Gnilaya Valley to the north.
• The fact that the enemy began to throw in the front of the division reinforcements of small fractions level, gathered from anywhere available, proves that he considered the situation at his right wing critical.
• We had to take advantage of this situation to liquidate the pocket of Gnileakovo.

I Army Corps orders for this date were to hold and prepare for the general attack on the entire front. Even if the division suffered serious losses, the men were tired and lacking reserves, setting up the defense on the front reached at dawn of 12 October was not possible as the front line featured an S shape.

This front also featured the following disadvantages:

1. It allowed the enemy in the pocket to observe and impede all of our preparations for the attack, reacting by fire and maneuver in all directions.
2. As a departure position it was too long, without a precise orientation that could allow the coordination of artillery fire with the troop movement and it lacked cover (with the exception of the left flank).

Therefor I decided to take Gnileakovo, the Andreevo Forest and the anti-tank ditch, in order to create a short and strong line and to improve the departure position and the set up conditions for the incoming attack.

For this I went to the HQ of II/2nd Regiment and together with the 2nd Regiment commander and a Bureau 3 officer I planned the details of the attack the same way as in the morning of 10 October.

The attack disposition of the division was the following (map 4): 2nd Regiment with 2 battalions in the front line and the reconnaissance company in the rear of the left wing, attacks the center and the south of the village, having as objective the anti-tank ditch. One company of 19th Regiment flanks the attack to the north, with the mission to clear the northernmost corner of the village and of the anti-tank ditch and to make link with the Tactical Group North, towards Andreevo Forest. The battalion from the right of the Tactical Group North (I/19th Regiment) fixes the enemy in the north and has as objective the Andreevo Forest.

The attack was launched at 0930 hours, after a 10 minute artillery preparation executed by the final support group of 2nd Regiment (4 artillery battalions). From the beginning the enemy reaction was particularly strong, especially in the northern outskirts of Gnileakovo, from where the Soviets fired automatic weapons placed in houses, attics and cellars. From the anti-tank ditch fired batteries of mortars. The light artillery shelled our forward lines, while the heavy artillery shelled our reserves and headquarters.

I personally undertook the leading of action, to rally the assaulting battalions and to take measures imposed by the dynamic of battle in no time.

At 1100 hours the village was secured, but it was still fierce fighting for breaking into the anti-tank ditch and annihilating house by house the last pockets of resistance.

Between 1220 hours and 1345 hours the enemy carried out three counterattacks aimed at the left of 2nd Regiment, that secured the northern part of the village. The first two of them were one battalion supported by 5 tanks strong, the last being only two-company strong. All were repulsed with heavy losses for the enemy.

By 1500 hours, when I ceased the action, were secured: Gnileakovo, the anti-tank ditch up to 800 meters north of the railway and the northern half of Andreevo Forest.

The alignment reached: map 4.

The enemy resistance consisted of street fighting supported especially on the northern part of the village that together with part of the anti-tank ditch and the Andreevo Forest, formed a strong point destined to resist encirclement.

This strong point, endowed with automatic weapons, mortar batteries, light artillery fractions, ammunition dumps, flanked Gnilaya Valley, the lanes and the northwestern outskirts of the village and the anti-tank ditch up to the railway. The strongest enemy reactions came from this strong point and during its annihilation we suffered most of the casualties.

The enemy reactions, besides the powerful artillery barrages and the three counterattacks, were:

• Numerous mine fields, in the village, the anti-tank ditch and inside the strong point, many of them remote controlled.
• Snipers that fired side by side with the troops in the houses, and for whose intimidation I was forced to order the ignition of several buildings that they were firing from.

The 140 prisoners captured during the fight belong to 6 different units (241st, 90th, 161st, 93rd, 120th Regiments and 13th Motor Company).

In the morning of 13 October, 1st Battalion/19th Regiment also secured, by a bold action, the southern half of the Andreevo Forest, completing the operations of 12 October, that had as objective the complete reduction of the enemy bulge.

A. Tactical

1. By the conquest of the fortified region Gnileakovo - Andreevo Forest, the division accomplished its objective after a five-day uninterrupted fight. As part of the general offensive that had to be launched on 20 October, the division had the best departure position of the entire (4th) Army front.

This departure position had the following advantages:

• favorable orientation for a pocketing maneuver;
• straight line which offered good deployment and co-ordination of artillery fire and infantry advance, even in the case of a rolling barrage;
• almost entirely covered, facilitating the preparation, the set-up and the hiding of the attack disposition;
• excellent and plenty artillery spots north of Holodnaya Balka on the Gnilaya Valley and in covers;
• large field of observation around the ridge framed by Hill 81.6 - Andreevo Forest;
• 3 km shorter than the 7 km line allocated to the division in the evening of 8 October, west of the Gnilaya Valley, which allowed:
• better echeloning, thus more strength in depth, in spite of the fact that the division possessed only seven battalions;
• defensive attitude until the launch of the general attack, with few forces in the front line - approximately 3 battalions, allowing the rest to be retreated for re-organization, rest and training in the purpose of the attack.

2. The enemy opposed a strong resistance, fighting for each meter of ground. He reacted violently with all the weapons he had on the front line of the division and with artillery from neighbor sectors. During the course of operations he carried out eight counterattacks, varying in strength from 2 companies to a battalion supported by 4-10 tanks, two of them being carried out at night. He exploited exhaustively the covers, ditches, casemates, barbed wire, anti-tank ditch, land mines or remote controlled mines.

3. The enemy suffered heavy casualties.

24th Infantry Regiment and 3rd Battalion/90th Infantry Regiment were entirely destroyed; other six infantry regiments (161, 163, 93, 136, 120, 54), 4th Sapper Battalion, 48th and 340th Pioneer Battalion and 13th Motor Company also suffered casualties.

The enemy loses in numbers are: 400 prisoners, over 1000 dead or wounded, many infantry weapons, a large quantity of ammunition, explosive from over 4000 land mines detected and un-planted from the conquered terrain by the Pioneer Battalion of the division.

4. Our losses were also considerable, especially during the days of 10, 11 and 12 October, numbering 26 officers (5 dead), 920 troops (250 dead and missing).

5. Finally, the way these successful operations were conceived, prepared and conducted, attest a series of tactical lessons, of which I emphasize the most important:

• The achievement of surprise in the night actions of 8/9 October (the crossing of Gnilaya Valley) and 11/12 October (the securing of Holodnaya Balka and the Sofhoz), the enemy knowing our doctrine and by experience that our troops do not act at night but exceptionally.
• Attack in sectors suitable for offensive fire.
• Most of resources available for commitment.
• Methodical preparation in the field, detrimentally to the operational daytime but advantaging the success.
• The leading of operations in the field (not by telephone) by the undersigned, assisted by headquarters officers of Bureau 3.

B. Strategical

1. On 13 October the front of 11th Division flanks offensively, threatening to turn the enemy forces fighting between the railway and Dalnik. It constituted together with the other offensive flank southwest of Tatarka the pincher that could have pocketed and destroyed the enemy forces between Dalnik, Usatovo, Crivaya Balka, Tatarka.

2. The breakthrough of the enemy line in its extreme left on a 6-km wide front, the turning of this position and the loss of all the observatories north of the railway, as well as the heavy losses in men and materiél suffered during the fights ruined materially and morally the entire enemy front.

All of these appeared to the Soviet Command at Odessa having consequences so grave that:

• they lost hope for postponing the retreat and they advanced the settled date, sacrificing large quantities of materiél and a big number of partisans;
• they pushed everything available into the gap, depleting the reserves of the entire front.

3. As a consequence, either due to the fights of 11th Division front or due to the fact that part of the troops had been embarked or was in the course of embarkation, the enemy remained with no reserve. Everything he had was holding the line to ensure the new date established for the retreat. Therefor I have the conviction that a push on the entire front on 11 or even on 12 October would have turned the last days of evacuation of Odessa into a disaster.

C. Historical

1. Odessa was not conquered without fight.

It is the result of a long string of bloody and sacrificeful fights that lasted for two months and in which the terrain was won step by step.

It is also the immediate result of the fights in which 11th Division crushed the right of the enemy disposition and lasted inclusively until 13 October.

2. Gnileakovo was not taken on 16 October, along with Dalnik and Tatarka, as it is stated in the communiqué.

Gnileakovo was conquered on 12 October, 1100 hours, by heavy street fighting and the sacrifice of 100 dead and 400 wounded.

3. When enemy sources on the last fights around Odessa and the consequences they had overall, will be available, they will prove that all of our conclusions are objectively true, as it should be in the military history of this war and as it lives in every officer and troop of this division.

I elaborated this memoir for establishing the truth. It is not meant to evidence personal merits but only facts, the way they happened. It was born from my wish to make available to the right people elements for striving the lying propaganda of our foreign enemies and for tempering the domestic enemies or conscienceless. It was also born from my wish to make known the merits of the division, that for two months attacked steadily, breaking three defense lines (Karpovo, Vygoda, Gnileakovo), advancing 40 km and dignifying the land of Transdnestra with almost 2000 dead that rest in the cemeteries of Doncevo, Vynogradar and Vygoda.