28. The 1st Ukrainian Division

Before we reached Voelkermarkt Dr. Arlt issued orders from Klagenfurt to Col. Marx, commander of the 1st Reserve Regiment quartered in Voelkermarkt, to reserve accommodations for me and my staff in the only hotel in that town. On arrival in Voelkermarkt I left the hotel to take a walk and see the town for myself. The first Ukrainian officer I met Lieutenant Roman Tsiolko who contemplated my Ukrainian general's uniform with mystic awe, but introduced himself right away. I asked him what he was doing now and asked him for detailed information about the reserve regiment, and particularly about Col. Marx. When Lieutenant Tsiolko learned who I was, he told me that the reserve regiment had 3,000 men, that Col. Marx and General Freytag (Division commander) disliked Ukrainians for their overt and demonstrative Ukrainian patriotism, and that they had removed all Ukrainian commanding officers to a special officers' reserve company. Col. Marx in particular was the embodiment of Nazi animal instincts bordering on sadism. Accompanied by Tsiolko I went to the reserve regiment to announce my arrival to Col. Marx in person, and to find out what impression he would make on me. Lieutenant Tsiolko announced my presence to the aide who jumped up to greet me, introduced himself, and said that Col. Marx was temporarily away, and would I sit down and wait. A few minutes later Col. Marx came, gave me a glance, and walked into his office. Several more minutes passed. Col. Marx did not react to my arrival, and I left with Lieutenant Tsiolko who looked confused and frightened. On the way to my hotel I met Captain Lubomyr Maletsky who had been convalescing in Voelkermarkt. He was very cautious in his answers to my questions. Our officers, veterans of 1917-1921, were waiting for me at the hotel, headed by Col. Borys Barvinsky wearing a captain's insignia. They all looked happy to see me, and I in turn ordered them all to change their insignia to the appropriate ranks of our army. This they did, and the very next day appeared before me with their Ukrainian ranks.

General Waechter and Dr. Arlt arrived later in the evening, and I told them about the incident with Col. Marx. I had, of course, made my decision to remove him from his position, but I wanted to explore the ways and means of carrying it out. Both immediately left to see Col. Marx, and when they returned about one hour later, they apologized profusely for his lack of tact, and justified his behavior by the fact that he had been a non-corn promoted to officer rank for valor in battle, that he had been severely wounded in one eye and did not see well. I replied that he probably had not lost his hearing, and knew from his aide that I had come to the regimental staff. They asked me to receive Col. Marx who was soon to report to me officially. I did not show my anger, and when Col. Marx came I received him and took his written report about the condition of the regiment. Late that night in a talk with Gen. Waechter and Dr. Arlt I raised the problem of Col. Marx, and told them that I would request Gen. Freytag for his immediate removal. They did not answer me, and I announced that next morning we would visit the Divisional Field Headquarters. I learned from my own men later, who were in charge of radio communications between the Division and Regiment Staff (this was the only communication because communist Yugoslav partisans were systematically destroying telephone wires running along the river Drava), that General Waechter and Dr. Arlt on one side, and Gen. Freytag on the other, had been conferring all night long.

On April 19, I, General Krat, Gen. Waechter, Dr. Arlt, and Lieutenant Tsiolko whom I appointed my aide, went to visit Gen. Freytag under guard of two armed cars. We came to the Field HQ located in a car on the edge of a woods near a very small hamlet consisting of a few houses. My plans were to appoint Gen. Krat commander of the Division in place of Gen. Freytag immediately, and that is why he came with me. We alighted from our cars in front of a school which served as officers' club. Gen. Freytag was waiting for us; he introduced himself, and gave an oral and written report about the condition of the Division. The General was a fairly corpulent man, and did not make a good impression on me. I had a feeling that he was forcing himself to appear subservient and a good host. He introduced his Chief of Staff, Staff-Major W. Heike. When the General proposed that I should take a rest and eat, I answered that first I wanted to find out about the operational position and more details about the Division (Ordre de Bataille, etc.). Major Heike as a good staff officer was ready with maps and papers, and ordered a table to be brought out. Gen. Freytag showed the Division's exact position on a spread-out map, its contacts with neighbors to guard against possible flank attacks with the terrain being much in our favor. He gave an estimate of enemy forces and of his behavior facing the Division. Major Heike supplemented the report with findings of frontal fortifications and their crews, deployment of units and reserves, artillery positions, observation posts, liaison, organization of listening in, organization of a second line of defense, organization of alarm signals, etc. To my question about possibilities of air reconnaissance Gen. Freytag replied that the Army Staff had conducted deep operational reconnaissance to discover possible concentrations of enemy forces, and that tactical reconnaissance was difficult due to configuration of terrain (hills and woods). I asked that question deliberately to find out whether the Divisional commander understood the possibilities of tactical air reconnaissance. Gen. Freytag supplemented his answer with a very apt assertion that enemy air reconnaissance was observing the frontal feeder roads of the Division only once a day. The next to give his report was the Division quartermaster, a captain whose name I do not remember. He took an entirely different line and wanted to limit his report merely to a few paragraphs of superficial meaning, but I asked him about the status and organization of provisioning, material and technical equipment, organization of sanitary service, plans of possible evacuation or retreat (bridges, roads, transportation, etc.), and about the percentage of effectives in the Division. Major Heike requested permission to take part and gave all detailed information, particularly about the organization of intelligence. I had the impression that the quartermaster knew everything, but being an orthodox Nazi it was below his dignity to report to a man of "inferior race" even if he wore a general's uniform.

After the reports I asked General Freytag the name of the Division in official German listing, and when he replied "14th Division of Grenadier Arms SS," or sometimes "Division Halychyna," I emphasized my words, and said: "From the moment of my arrival the Division will be called '1st Ukrainian Division of the Ukrainian National Army' of which I am the Commander-in-Chief; please announce this in the next Divisional Orders." Gen. Freytag looked with embarrassment at Gen. Waechter and Dr. Arlt who were sitting fairly close to the table, but they discreetly nodded their heads affirmatively this was nothing new to them, as that problem had been decided in Berlin.

There was a modest tea after the reports, and then I invited Dr. L. Makarushka, who had been present during the reports, to join me in a private talk, on official internal matters. We talked lace into the night, and I was given all the details. First of all, Dr. Makarushka informed me about the organization and completion of the Division and its personnel: I learned that it was composed of the Ukrainian intelligentsia to the extent of 90%, and a small percentage were former Red Army men, mainly young boys who were Ukrainian patriots and fine soldiers; very few command posts were held by Ukrainians; that all Germans from Gen. Freytag down were treating the Ukrainian soldiers with contempt; that supplies were completely in German hands and that there had been instances of misappropriation, but under Gen. Freytag all German officers and non-coms went unpunished; provisioning and sanitary services were inadequate; the Division had only horse transportation and this impeded logistics; that all instances of the slightest violation of discipline by Ukrainian soldiers were brought before a court-martial instead of superior officers, and so on. Incidentally, Dr. Makarushka, who had been a captain of the Ukrainian Galician Army before and whom I promoted to Major of the UNA on the spot, was very much surprised by the behavior of Gen. Freytag during the report his swagger and rudeness had disappeared. We talked about the possibility of removal of Gen. Freytag and replacing him with Gen. Krat. For the time being we decided to abandon my proposed coup d'etat after taking into consideration the fact that the Division would face unbelievable difficulties if we removed Gen. Freytag, particularly since the Division was surrounded by large units of German troops. Here I must note that in addition to these realistic considerations, I was also moved by my conscience: General Freytag won me with his behavior and report, and I thought that in view of the early end of the war there would not be any sense to make this change now. I was also bothered by the thought that perhaps our soldiers had been oversensitive in their national feelings. Obviously, I could not pass over one matter lightly: the matter of the Division's part in the Battle of Brody in July 1944.

As far as they were able, Major Dr. Lubomyr Makarushka, and later other officers who took part in that battle, particularly Capt. Mykhailo Lishchynsky and Capt. Martynets, gave me a sad picture of that battle in which the Division suffered unprecedented losses. Without proper air and tank support, in spite of a promise by the command of the 4th Tank Army, the Division was brought into battle at a moment when neighboring German divisions could no longer contain the Reds' attack, and the Division was encircled. In several days' heavy fighting the Division lost nearly 7,000 men out of 11,000. Even at the very start of the battle Gen. Freytag had lost all contact with his regiments, and instead of trying to re-estabilsh such contact, he left to join the Army Staff. At that time our experienced officers, particularly Chaplain-Major Mykhailo Levenets, took over command of individual units and following general directions furnished by Staff Major Heike who valiantly stood his post at the front, succeeded in leading the remaining men out of the entrapment. The total number of survivors was about 4,000 men, part of whom joined the UPA (Ukrainian Insurgent Army). The saddest part of Gen. Freytag's behavior was that contrary to military conscience and honor he complained about the behavior of the Division's soldiers, whereas Major Heike20 asserts that the soldiers showed miraculous courage, especially in combat against enemy tanks. According to the estimates of Major Heike, out of the 7,000 casualties, at least half the numbers were killed.21 This is ample evidence that the soldiers fought with exceptional courage: they felt that they were fighting for their own homeland. Most of the onus for the Battle of Brody fell on Gen. Freytag, and justly so. How odd, then, that when the Division was subsequently reorganized and completed, Gen. Freytag was again in command.

I was billeted in a farmer's house, the Ukrainian national banner with my Commander's insignia was hoisted over the house and Ukrainian soldiers stood a guard of honor. Several days later Gen. Freytag made a request to me that German non-coms should be permitted to stand in my guard. I could not help but accept with good grace. Gen. Krat stayed with me, but when I stood by my decision not to change the command of the Division, Gen. Krat left for the Army Staff in Voelkermarkt.

In addition to my demand to change the name of the Division, I issued a written order to Gen. Freytag that he announce in Divisional orders: (a) how many Germans were serving in the Division, (b) that there were no Russians in the Division, (c) that in the event of German surrender the Division would attempt to fight its way to the Allies, and (d) that those German commanders who are either hostile to Ukrainian soldiers or hated by the latter would be removed from the Division immediately.

Within the next several days I visited all units along the front line. The Germans were surprised at this because Gen. Freytag had never done this. I looked into all details of Divisional activities, and visited the Division Hospital and ambulance points. Chaplain-Major Levenets and Major Makarushka accompanied me on those inspection trips. I complied with the request of chaplains and visited the graves of our fallen soldiers, taking part in memorial services. The graves were well kept with fine crosses on them: the chaplains attended to all this in spite of the fact that the graves were less than a mile from the front line.

I ordered the Division to be sworn in on April 25, the text of the oath was the same as that administered to the 2nd U. Division of Col. Dyachenko. Chaplain-Major Levenets officiated, and the oath was taken on a nice open field surrounded by hills and woods. The following units took part: the 30th Regiment in full complement, since it was in the Division's reserve, and delegates from the 29th and 31st Regiments, and from all special detachments of the Division. Many officers and men had tears in their eyes when they gave the oath, and German officers and non-coms swore the oath along with Ukrainians. General Waechter and Dr. Arlt were present, but not General Freytag, and we did not blame him for it. We had already received Ukrainian insignia ordered from Prague and almost all soldiers wore them. After the oath Father Levenets spoke about the meaning of the oath to all Christians, and I spoke about the need to preserve our traditions of the struggle for independence. Then there was a review, and the earth groaned under the marching step of my dear soldiers. I observed the bright look in their eyes on this sunny day when they turned to me. The look of gratitude in their faces for the right to be Ukrainian soldiers repaid me for all prior anxieties.

On April 26th I asked Gen. Freytag to accompany me on a trip to the Army Staff. I wanted to pay a visit to Army Commander General d'Angelis, but Gen. d'Angelis gave me a message through Gen. Freytag that he would visit me. I met the General the next day, and as with the Commander of the Corps, I took up with him the matter of pulling the Division out of the front line prior to the German surrender. Gen. d'Angelis was in full agreement with my request. He was a very pleasant and sociable person, and invited me to have dinner with him the next day, this did not take place, however, as the General had to leave suddenly under orders.

On April 27th I received a copy of Division Order No. 71 of April 27, 194522 which informed all Division personnel of instructions for the Division as per my orders; the following are the appropriate excerpts from this order:

"III. Instructions for the Division.

1. The Division is and remains a purely Ukrainian armed unit ...

General Schandruk continues as Commander-in-Chief of all Ukrainian units, including the 1st Ukrainian Division ...

There are 11% Germans in the Division ...

There are no Russians in the Division ...

3. In the event, that following an official German Reich surrender, the Eastern Front is surrendered to Bolshevism, the Division will immediately fight its way as fast as possible to the rear, to the Anglo-Americans ...

V. Immediate measures.

1. The commanders will order all German personnel who are in strong opposition to the Ukrainians because of special events, to report to be transferred to the Field-Reserve Battalion. Personnel hating Ukrainians or hated by them are not to be kept ...

Thus, my order had been complied with.

Finally, after I had become acquainted with the position and status of the Division, I asked Gen. Freytag whether he knew about Col. Marx' behavior toward me. Gen. Freytag showed me a copy of a radiogram to Col. Marx in which the Colonel was sharply reprimanded. Gen. Freytag asked me not to pursue the matter any further.

On April 29, Gen. Waechter, Dr. Arlt, and I went to Voelkermarkt. I had a radio in my hotel room and I knew that Germany was on the eve of surrender. Gen. Waechter and Dr. Arlt went to Italy to find out about the Cossack Division of General Shkuro and to help him meet me, and discuss the chances of joining his Division with the 1st Ukrainian Division for joint action facing the Allies.

I ordered the Reserve Regiment of Col. Marx to be sworn in on April 30. Col. Marx met me with his report on the field where the Regiment stood at attention in battalions. When I was inspecting the battalions he took command of each and in turn reported every battalion to me, introducing each Battalion Commander in turn. After the inspection came the oath and a review: I found the Regiment no less impressive than the Division.

Nothing happened in the next several days and we were all curious how the war would end. General Shkuro23 came to see me on May 2, but during our talks he did not display any desire to put himself under my command or to join me, and in addition, he was quite drunk. He hoped to be able to join the Cossack Corps which was in Yugoslavia under General von Panwitz, and with the help of General Draja Mikhailovich's Chetnik's, the Corps would attempt to reach Greece. I did not think that the Communist dictator of Yugoslavia Tito would lee the Cossacks through to Greece, and things did not look too bright in Greece, either, with the struggle against the Communist chieftain Markos Vafiades. In any case, I advised Gen. Shkuro to try and get his division out of the front line facing the Allies even before Germany would surrender. In this, Gen. Waechter and Dr. Arlt would help him.

Captain M. Lishchynsky reported to me on May 2, and brought me details about the situation. He had lost his right arm in the Battle of Brody and was now working in the 6th department of the Divisional Staff. In the opinion of his department the position of the Division was critical. He suggested immediate removal of all Germans from command posts in the Division and Reserve Regiment, and replacing them with Ukrainians. Capt. Lishchynsky argued that such a change would facilitate proving to the Allies that the Division was formed for political ends other than German, and that it had only been tied to Germany as long as circumstances forced us. The Captain further explained that the idea had been spreading among soldiers that I should give an order for the Division to disperse, or to break up into small groups, and join fighting units of the Ukrainian Insurgent Army (UPA). I understood the soldiers' feelings, but I said that I had already taken steps to inform the Allies about the UNC and UNA, and that I had personally joined the Division to be with the men at this critical moment as their Commander-in-Chief, although formally, as President of the UNC I could be carrying out my duties far from the Division. I emphasized that we would not impress the Allies by such a move, but on the contrary, we might put ourselves in jeopardy: the Division was still in battle contact with the Bolsheviks, and being surrounded by strong German units, the Germans, with nothing to lose, might let the enemy through our wings for the purpose of taking us prisoner, in this situation very few of us would survive. Moreover, any hostile activity against the Germans would deprive us of provisions. I added that these considerations made me reject the idea of legally replacing all German commanders with Ukrainians.

As far as joining UPA was concerned, we knew that UPA was operating in the Carpathian area at that time, and one had to have a very high degree of imagination to believe that with heavy concentration of Soviet troops in Austria, Hungary, and Slovakia, soldiers of our Division could, singly or in small groups, reach the Carpathians, about 600 kilometers away in a straight line. If they were to follow roads, were they to go in civilian clothes or in uniform? We could expect the roads to be posted with guards at least every 2-3 miles. Besides, except for a few officers, there was no civilian clothing among our troops. And then the matter of provisioning: we had to face reality, that the German population, tired of war, would not readily feed or hide strangers, when there were already too many German stragglers begging on their way home. Subsequently I heard arguments that the Division had not been withdrawn from the front before the surrender, and that it was the fault of my Army Staff that the Germans had not carried out the promise (of General Freytag) to withdraw the Division prior to the surrender. First of all, this was a promise made not only by Gen. Freytag, but also by the Corps and Army commanders. There can be no doubt about the validity of this obligation: this is clearly evident from Order No. 71, par. 3 (quoted above) about withdrawal of the Division prior to surrender, which provided furthermore that the Division would go west, to the "Anglo-Americans." The only man competent to issue this kind of order was an Army Commander, in this instance General von Balk. The question remaining therefore, was only to get the news of the surrender. As indicated in the next chapter, I learned from General Waechter on May 8, in the afternoon, that a cease-fire would be effective at one minute after midnight, May 8 (actually in the first minute of May 9). It is quite clear that it was impossible to get the Division on the march on such short notice. According to military science based on practice, getting a Division in marching order requires, under normal or peace-time conditions, at least 5 or 6 hours. And here the Division was stationed in a front line and we had not that much notice. All is easy in words but all is hard in practice, especially in that situation!

As I mention in this connection in subsequent detail, I went to the Division and Gen. Freytag told me that he still had no orders at 8.00 p. M. on May 8. He carried out my ultimatum orders only, and at 3.00 A. M. on May 9, the Division started its westward march. This was just about the minimum required time within which the Division could be set in motion. I wish to emphasize that I saw the German groups which were to relieve our Division moving up toward the front.

Although I had confronted Gen. Freytag with an ultimatum, I was not surprised that he did not have any orders from his superiors: what could a foreign division mean to the German command at that time when the country was going down and they had to think about their own men. General Freytag finally showed me his Army orders, but it was received when our Division was already on the move, probably around 5.00 A. M. German divisions were also moving west, but with the difference that their soldiers were riding on trucks while our Division was marching.

Finally, it was no less surprising to hear the charge that the Staff of the Army had not taken care to see that the Division would be withdrawn from the front. What Staff? In practice my entire Staff consisted of one person, and he had neither communications nor transportation. To speak of any military Staff, one should know what the term means, organically and in function. It is therefore surprising that somebody should not know that at that time my Staff was non-existent. I was lucky enough to be able to commandeer a car. I want to stress that it is easy to engage in semantics, particularly from a position of hindsight. I would therefore not gamble now and get the Division into an even more precarious position. As far as the order to disperse the Division was concerned this was so ridiculous that I would not even discuss it. How can 20,000 men possibly disappear? And besides, such an order would place me in a position of flaunting the rules of honor, law, and morality, and would serve as a pretext to turn us over to the Bolsheviks. Finally, I said, soldiers must always keep in mind that when they go to war they must be ready to die. I asked Capt. Lishchynsky to tell the men that I was taking full responsibility for them, and that I forbid any further discussions on this subject, regardless of intents of the parties promoting these ideas. I told him that I was ordering him officially to inform all men of my position. At that moment I understood well that my responsibility for thousands of soldiers would hardly be reassuring to them as to their personal safety. They would hardly rejoice even at my death if they knew that they could not avoid it. However, I believed with firm conviction that my decision, taken after careful thought, was fully justified.

Captain Lishchynsky took my words with soldierly seriousness and used all available means to spread this "irregular" order of mine among the troops.

Ukrainian Easter fell on May 3. I gave orders for solemn observance of the holiday, and Capt. Lishchynsky initiated a modest "family feast" for the whole Army Staff with my participation. I was very much moved by this evidence of "community of sentiment" and probably of "community of responsibility" in this difficult period. I attended Divine Service with the entire Staff and the beautiful sermon by regimental Chaplain-Captain D. Kovalyuk touched me to the heart, and I shall always remember it. General Waechter and Dr. Arlt took part in the feast, and I expressed my gratitude for their courtesy.

The next day I had to hurry to the Division at the front because there had been some desertions. The Bolsheviks set up loudspeakers in their trenches and, speaking about the hopeless position of Germany, asked our soldiers to come over to them right away because after the German surrender the Allies would turn them over to the Soviets anyway. I came to the location of the battalion where desertions had taken place, and addressed the assembled soldiers. One soldier asked for permission to speak, and described in colorful words the inevitable misfortune of those who trusted the Bolsheviks and defected to them he was a native of eastern Ukraine and had been one of those who escaped from the Communist paradise. There were no more desertions reported to me after that.

A new Army Commander, General von Balk arrived in place of General D'Angelis, and General Freytag suggested that it would be a good idea for me to meet General von Balk and inform him of my decision about the Division; General von Balk knew, of course, that the Division was to be removed from the front, but a courtesy call would do me no harm. I thanked General Freytag for his suggestion, and we visited General von Balk together. He was a complete opposite of General D'Angelis: a curt Prussian, but he received me gracefully and said that he knew about the Division and had already issued the necessary orders, that at the appropriate time the Division would be replaced with a group of German reservists-convalescents, just to mark the front line. The group would arrive to the disposition of General Freytag within a few days. I believe that the battalion of German reservists arrived in our Division reserve headquarters on May 7.



[20] Major W. Heike: "Battle of Brody", Collection "Brody" Munich, 1951.

[21] I lost my own brother in the Battle of Brody, Lieutenant Petro Shandruk.

[22] The original of this Order has been given by me to the files of the Brotherhood of Soldiers of the 1st Ukrainian Division in U.S.A.

[23] Gen. Shkuro was given up to the Bolsheviks by the British and hanged in Moscow in 1947 along with General P. N. Krasnov and others.