When the winter of 1942 finished, the German invasion forces were severely diminished. The number of battalions in each division was reduced from nine to seven, and the number of men in each company from 180 to 80. Besides from this shortage of men, the Germans were experiencing a shortage of resources. The Ploesti oil fields, in Romania were their only source of oil for the invasion, and Hitler knew they could be destroyed with a single allied aircraft assault. That’s why the southern thrust, to the Ukraine and the Caucasus oil fields became the new main objective.

Zhukov’s counterattack consisted of several offensive operations. The first of them was code-named “Operation Uranus”, and concentrated massive forces in the steppes of the north and south of the city. This forces attacked non-German forces first, like Italian, Romanian and Hungarian units that weren’t properly trained and lacked of morale and supplies. The first units to attack were under the command of General Nikolay Vatutin, and they consisted of three complete armies, including a total of 18 infantry divisions, 8 tank brigades, 2 motorized brigades, 6 cavalry divisions and one anti-tank brigade. They smashed the Romanian 3^rd Army, which held the northern flank of the German 6^th.