This thesis is a historical examination of the eastern front battles in southern Russia during February-March 1943. Field Marshal von Manstein, Commander of the German Army Group South, defeated a Soviet two Front offensive with an exceptional counteroffensive. von Manstein's counteroffensive concentrated all the available panzer (armor) and mechanized infantry divisions into two attack groups. Von Manstein then attacked the Soviets, after they had exhausted their offensive, with a double envelopment counteroffensive which destroyed two Soviet armies; and regained the initiative for German forces in southern Russia. The following is a selection from the many conclusions. The Soviet General Staff, Stavka, over extended their forces, under estimated the German counteroffensive ability, and reacted very slowly to von Manstein's counteroffensive. von Manstein concentrated all the available German mobile forces for a battle of maneuver, fought a combined arms battle, and surprised the Soviet forces as to the time and place of the counteroffensive. This study concluded that von Manstein developed and executed a brilliant counteroffensive in the midst of a Soviet offensive. Due to Hitler's restrictions on maneuver warfare, the declining German forces, and the improving Soviet forces, this was the last operational level victory for the German panzer forces on the eastern front.