On 27 July 1941, Hitler sent a letter to general Antonescu (he was promoted marshal a month later), in which he asked for the further cooperation of the Romanian troops beyond the Dniester River and the Romanian administration of the territory between the Dniester and the Bug rivers. Antonescu accepted on 31 July. In fact the 3rd Army had already crossed the river on 17 July.

Lt. general Nicolae Ciuperca's 4th Army commenced the advance over the river on 3 August. The 5th Corps (15th Infantry Division and 1st Cavalry Brigade) forced the crossing between Tighina and Dubosari. During the night of 5/6 August, the 1st Armored Division joined the 5th Corps.

On 8 August, the Romanian General Staff issued the Operative Directive No. 31 stipulating that the 4th Army has to defeat the enemy between the Dniester River and the Tiligulskiy Bank and to occupy Odessa from the move. It was thought that

However, Odessa was a heavily fortified position, which, thanks to the superiority of the ChF (Soviet Black Sea Fleet), could not actually be completely surrounded. The defense was organized on three lines with trenches, AT ditches, pillboxes etc, etc. The first line was 80 km long and situated some 25-30 km from the city. The second and main line of defense was situated 6-8 km from the city and was about 30 km long. The third and last line of defense was organized inside the city itself. The forces that initially manned the fortifications were made up of the 25th and 95th Rifle Divisions, the 9th Cavalry Division, the 421st Marine Division, the 54th Rifle Regiment and an NKVD Regiment. In total some 34,500 men and 240 artillery pieces. Air support was provided by the 69 IAP, two seaplane squadrons and one bomber squadron. Later, other fighters joined the defenders, as did an Il-2 squadron (42 OShAE). Bombers from Crimea and Nikolaev also participated in the battle.

The 4th Army planed a combined maneuver: the 3rd Corps (3rd, 7th Infantry and 1st Guard Divisions and the 2nd Tank Regiment) had to undertake a frontal attack on the Razdelnaya – Odessa direction, while the 5th Corps (15th Infantry and 1st Armored Divisions and 1st Cavalry Brigade) executed a turning maneuver to the north, towards Katargy and Bol. Buzhalyk, and then southwards. The 3rd Reconnaissance Group of the 3rd Infantry Division advanced towards Razdelnaya and reported that the village was burning and the railway station was held by the Soviets. In the evening, the 1st Armored Division and the 1st Cavalry Brigade encircled Katargy. 200 Russian POWs were taken.

The following day, the 4th Dorobanti Regiment defeated the Soviet forces in the Bakalovy area, while the 30th Dorobanti Regiment took hold of the village of Ponyatovka. The 7th Infantry Division occupied the Razdelnaya railroad station and the plateau 6 km south of the station, in spite of the stiff Soviet resistance

On 10 August, in the sector of the 3rd Corps, the bulk of the 7th Infantry Division reached Elssas, while the Guard Division arrived on the alignment Strassburg - Petra Evdokievka. In the sector of the 5th Army, the 1st Armored Division advanced fast and defeated the Soviet forces at Bol. Buzhalyk, on the Odessa first line of defense. Until the evening, the Romanian division reached the second line of defense, on the alignment Blagodatnaya - Mal. Adzhalyk. The 1st Cavalry Brigade took Severinovka and joined the 1st Armored Division. The 10th Dorobanti Regiment defeated the Soviet forces at Lozovaya.

Between 11-12 August, the 1st Armored Division resumed the attack, advancing slowly up to 3 km northeast of Gildendorf, in face of an increasing Soviet resistance. West of the Hadjibey Bank, the divisions of the 3rd Corps were stopped in the front of the first line of defense. The 2nd and 7th Infantry Divisions carried out heavy fights at the Karpova railway station, where the Soviet forces had put up a strong defense. Among the Romanian military fallen at Karpova railway station was also 2nd lt. Marius Dumitrescu, who had graduated first from the Infantry Officer School in 1941, together with his entire platoon, after undertaking a bayonet attack against the enemy position. He was awarded the Mihai Viteazul Order 3rd class posthumously. The Guard Division had some heavy fightings at Mannheim and Kagarlik. The field works in Mannheim area consisted of a 6-8 meters deep anti-tank ditch with two lines of barbed wire on wooden poles and steel bars. Both the main road, Mannheim - Odessa, and the secondary roads were mined. The 21st Infantry Division crossed the Dniester and established a beachhead at Yasky. The circle around Odessa was closing gradually.

On 13 August, the offensive was temporary stopped by general Ion Antonescu for strengthening the front west of the Hadjibey bank with new units (5th Infantry, 1st Frontier-guard and 1st Armored Divisions). It was clear by then that the Soviets were not going to give up Odessa to easily. East of the Hadjibei Bank the 1st Armored Division was replaced with the 15th Infantry Division, on the alignment south Kubanka - south Mal. Buzhalik. The 1st Cavalry Brigade occupied Alexandrovka with one regiment, and Ranzhevya with another, thus completing the encirclement of the city. In the sector of the 3rd Corps, the Soviets launched an unsuccessful attack northeast of Mannheim. Soviet aircraft inflicted significant losses to Romanian troops.

In order to brake the forward line of defense west of the Hadjibey Bank, lt. general Nicolae Ciuperca conceived a frontal strike to the direction Karpova - Vygoda with the 3rd Corps (3rd, 7th and 11th Infantry Divisions), while the 1st Corps (1st Guard, 1st Frontier-guard and 21st Infantry Divisions) made a turning attack to the direction Kagarlik - Vakarzhany with the forces. Deployed in the sector of the 3rd Corps, the 1st Armored Division had to attack between the Hadjibey Bank and the Svinaya Valley, in order to create bridgeheads at Ostradovka and Paleyevka and to take action behind the Soviet forces opposing the Romanian 3rd Corps. East of the Hadjibey Bank, the 5th Corps (1st Cavalry Brigade, 15th and 13th Infantry Divisions and the "Hadjibey" Detachment) had to hold the line and tie down the Soviet forces in the area.

On 15 August, general Ion Antonescu settled upon the last details of the offensive with the 4th Army generals and the following day the offensive started. The 1st Corps attacked in the direction Kagarlik - Dalnik, while the 3rd Corps fought between the Svinaya Valley and the Kuzhalnik Bank. The Romanian troops advanced slowly as the Soviets mounted a stiff resistance. They kept counter-attacking at Kagarlik with about two infantry battalions backed by tanks, in the sector of the Romanian Guard Division. The losses were high on both sides. The 1st Cavalry Brigade resumed the advance northeast of Odessa and went as far as 2 km north of Grigorievka.

On 17 August, the 1st Corps captured the city's water reservoirs. In the sector of 1st Cavalry Brigade, the Soviets attacked with three battalions backed by tanks and took Budinevka, being stopped in the end by the artillery barrage. The 1st Rosiori Regiment counter-attacked in the afternoon and retook the village, advancing 4 km southwards. The Soviets attacked also in the flank of the 15th Infantry Division, forcing the unit to retreat up to 2500 meters southeast of Mal. Buzhalik.

At this moment, the 4th Army had deployed on the right flank the 1st Corps with the Guard and Frontier-guard Divisions in the first line and the 21st Infantry Division in reserve. In the center was the 3rd Corps with the 3rd, 7th and 11th Infantry Divisions in the first line. It was later joined on its left flank by a detachment from the 5th Infantry Division. On the army's left flank was the 5th Corps with the 15th Infantry Division and 1st Cavalry Brigade in the first line and the 13th Infantry Division in reserve. The 4th Army's reserve was made up of the 5th Infantry Division, 9th Cavalry Brigade and 1st Armored Division. During the night of 18/19 August arrived also the 4th Corps (8th and 14th Infantry Divisions). Air support was provided by the Gruparea Aeriana de Lupta (Combat Air Grouping), which consisted in 5 bomber groups (1st, 2nd, 4th, 5th and 6th) and 4 fighter groups (4th, 6th, 7th and 8th), as well as 7 observation squadrons and several other long range reconnaissance squadrons. These forces were joined by the German KG 27, KG 51 and II./JG 77 in the initial phases of the operation.

The following day (18 August), before dawn, the 3rd Corps launched the offensive, without artillery preparation, in order to achieve surprise. The 3rd Dorobanti Regiment of the 11th Infantry Division carried out fierce fights to take the Karpova railway station. At 0630 hours a tank battalion of the 1st Armored Regiment joined the battle, but because of the poor cooperation with the infantry suffered heavy losses (32 tanks taken out of action and 3 officers killed). Shortly afterwards, the railroad station was also attacked with an assault battalion of the 11th Infantry Division, backed by tanks. By 0700 hours the Soviet resistance ceased. The 37th Infantry Regiment reached the northern edge of Mikhaylovka, but could not advance further. The 14th and 16th Dorobanti Regiments were caught under crossfire from Mikhaylovka and Karpova and took heavy losses. Both regiment commanders were wounded. Until the evening, the 7th Infantry Division managed to penetrate 1-1.5 km in the enemy lines, while the 11th and 3rd Divisions advanced 800-1000 m. At the 1st Corps, the Frontier-guard Division penetrated 7 km deep, reaching a position east of Tolmachev. The 5th Frontier-guard Regiment took the Kagarlik Mansion and pushed back the Soviet forces east of the Baraboy creek. Maj. Constantin Vladescu received the Mihai Viteazul Order 3rd class for this action. The Guard Division attacked at Kagarlik and Mannheim, but could not brake into the villages. At Blonskoye, the 9th Dorobanti Regiment attacked at 0300 hours without artillery preparation and carried out dramatic fights with the 241st Soviet Rifle Regiment at Hill 110. East of the Hadjibey Bank, the offensive was launched at 1000 hours, after a 20 minutes artillery preparation, with the Tactical Group "Colonel Poenaru" (35th Infantry Regiment backed by the 25th Artillery Battalion and the 3rd Battalion of the 23rd Artillery Regiment) on the direction 2 km east of Mal. Buzhalik - 2 km southeast Staraya Dofinivka, and the 1st Cavalry Brigade on the direction Buldynka - Chebanka.

During the night, at 0134 hours, the Romanian motor torpedo boats NMS Viscolul and NMS Vijelia attacked a Soviet destroyer and the escort south of Odessa, apparently damaging it. This was one of the few Romanian Royal Navy's actions in support of the 4th Army at Odessa. It generally limited itself to submarine patrols of the NMS Delfinul (three during the 8 August – 16 October period).

Throughout 19 August, the fights continued at Hill 110, where the 9th Dorobanti Regiment lost 376 men (126 killed, 250 wounded). The Tactical Group "Colonel Poenaru" reached the line 500 m south of Hill 58 - 11 km north of Staraya Dofinivka.

On 20 August the 21st Infantry Division, deployed in the right flank of the 1st Corps, reached by the evening 2 km northwest of Freudenthal. The Guard Division broke the lines of the Soviet 25th Rifle Division, conquered Kagarlik and Mannheim, and resumed the advance towards southeast, took Vasilyevka village and arrived in the Makarovka area, southwest of Vygoda. At the 3rd Corps, the first echelon divisions were stopped in front of the defense line Makarovka - Vygoda - north of Paleyevka by heavy machine-gun, mortar and artillery fire. East of the Hadjibey Bank, the Soviet forces mounted a powerful counter-attack and pushed back the Tactical Group "Colonel Poenaru" up to 400 m north of Hill 58. The assault was supported by GAL which flew 118 sorties and dropped 78 tons of bombs on Gniliakovo, Vakarzhany, Freudenthal, Dalnik and Marienthal. At Vygoda, the 73rd Bomber Squadron (6th Bomber Group) took out an armored train which had caused a lot of trouble to the Romanian infantry.

The next day, the 3rd and 5th Infantry Divisions (the latter from the 4th Corps, which until then had been kept in reserve) carried out fierce fights for breaking the defense line Makarovka - Vygoda - north of Paleyevka. The Tactical Group "Colonel Poenaru" resumed the attack but it was stopped as a Soviet counter-attack pushed back the 1st Cavalry Brigade on its left flank. In the Kuzhalnik Bank area was deployed the 13th Infantry Division. It was supposed to join the battle the following day. This day was shot down lt. commander Alexandru Popisteanu, the CO of the 7th Fighter Group. He was awarded posthumously the Mihai Viteazul Order 3rd class. The same day, GAL achieved some success in its attempt to stop the Soviet naval traffic to and from Odessa, when Romanian Blenheims damaged the Bryask cargo-boat. 9 days before other Blenheims damaged the Krasnii Adjaristan gunboat.

On 22 August, east of the Kuzhalnik Bank, the 13th Infantry Division and the Tactical Group "General Dumitriu" (the 25th Infantry Regiment and the 23rd Artillery Regiment) tried to brake through the Odessa main line of defense, but managed only advance 1 km southwards. Col. Raul Halunga, the CO of the 10th Vanatori Regiment was killed by an artillery shell near Bol. Bozhalik. He was awarded the Mihai Viteazul Order 3rd class posthumously. The following day the 9th Cavalry Brigade replaced the 1st Cavalry Brigade and the "Colonel Poenaru" Detachment on the front-line between Mal. and Bol. Adzhalik banks.

On 24 August, the fights continued. Only the 3rd Infantry Division lost at Vygoda and Oktyabry 775 men (138 killed, 583 wounded and 54 missing). The "Colonel Eftimiu" Detachment, organized from units of the 1st Armored Division, took Franzfeld and, together with the 14th Infantry Division, taken from the 4th Corps, Petersthal. After seven days of fierce fights, the 1st and 3rd Corps finally broke through the intermediate line of defense Belyayevka - Makarovka - Vygoda - north of Paleyevka and reached the second line of defense. East of the Hadjibey Bank, the 15th Infantry Division advanced by evening to the line 1 km north of the Agro-Kombinat - 2 km north of Alexandrovka, while the 13th Infantry Division reached the alignment south of Gildendorf - 1 km north of the Agro-Kombinat. As the 5th Army Corps approached to only 15-16 km of the city, the heavy artillery could open fire on the port of Odessa, from the positions at Kubanka.

So far, the 4th Army had lost from 2 August a total of 27,307 men (5,329 dead, 18,600 wounded and 3,378 missing).

The next offensive was planed for 28 August. In order to brake the second line of defense, between the Hadjibey Bank and the Dniester, the Romanian General Staff decided to deliver two frontal blows. The 4th Corps had to attack north of Dalnik with the 5th and 5th Divisions, while the 11th Division secured the left flank. It was strengthened with 5 heavy artillery battalions. The 11th Corps had to push on towards Freudenthal (and not towards Tatarka, as lt. gen. Ciuperca wished) with the 8th and 14th Infantry Divisions, while the "Eftimiu" Detachment supported its right flank. The Guard Division was kept in the reserve. It also received a German assault battalion and 5 heavy artillery battalions. Between the 4th and 11th Corps was deployed the 1st Corps. Its task was to attack with maj. general Dascalescu's 21st Division, supported by one heavy artillery battalion, on the left of the 11th Corps. The rest of the front was manned by minimal forces, while the Frontier-guard Division was kept in reserve. East of the Hadjibey Bank, the "Hadjibey" Detachment (1st Cavalry Brigade and 3 battalions from the 13th Infatry Division) and the 5th Corps (13th and 15th Infantry Divisions) had to keep attacking between the Kuzhalnik and the Bol. Adzhalik banks. The 3rd Corps (3rd and 7th Infantry Divisions) formed the reserve behind the 4th Corps.

On 28 August, following a 20-25 minute artillery preparation, at 0830 hours the 4th, 11th and 1st Corps launch offensive. The 4th Corps defeated the enemy at Oktyabry and along the Razdelnaia - Odessa railway and reached by 1130 hours the alignment 5 km west of Gnileakovo - 2 km east of Oktyabry - 1 km east of Vazhniy. 150 Soviet POWs were taken and 5 tanks destroyed. At the 11th Corps, the 14th Infantry Division penetrated 1 km east of Petersthal. The 8th and 21st Infantry divisions advanced 800-1000 meters in the Soviet defense disposal, but suffered heavy losses. At the 1st Corps, the "Colonel Mihailescu" Detachment advanced 1.5 km but its right wing was pinned down by heavy fire from the Vakarzhany village, which eventually held out until 3 September.

The next day, at 0430 hours, the Soviet forces triggered a powerful counter-attack against the 5th and 6th Infantry Divisions. The 5th Infantry Division retreated some 500-600 meters and then counter-attacked, regaining the lost ground and advancing up to 2.5 km west of Gnileakovo. From the 6th Infantry Division, only the 10th Dorobanti Regiment Putna stood firm, while the 15th Dorobanti Regiment retreated to the villages Berezan and Oktyabry.

On 30 August the offensive continued, but the Romanian troops couldn't advance more than 200-300 meters and, on 31 August, the 3rd Corps was deployed between the 1st and 4th Corps, to bolster the strength of the attacking force. It had in the first line the 7th Infantry Division and it also took under its command the 6th Infantry Division from the 4th Corps. However, they only managed to advance some 500-600 meters eastwards, because of the stiff resistance put up by the Soviet forces. They even launched powerful counterattacks. In the sector of the 14th Infantry Division the situation was reestablished by the intervention of the 6th Guard Infantry Regiment Mihai Viteazul. East of the Hadjibey Bank, at dawn, the 15th Infantry Division took hold of Fontanka, while the 13th Infantry Division advanced up to the alignment 6 km south of Gildendorf - 2 km south of the Agro-Kombinat. The Soviets attacked and retook Fontanka and Kubanka. By evening the Romanian divisions counter-attacked and pushed back the enemy to the departure positions, except at Fontanka, which remained under Soviet control. This day col. Mihail Andrei Nasta, the deputy commander of the 21st Infantry Division, was killed in action, when leading the assault of the 12th Dorobanti Regiment, which had met a stiff resistance. He was awarded the Mihai Viteazul Order 3rd class posthumously.

On 1 September, the 6th Infantry Division was pulled out of the front line for reorganization due to heavy losses, and replaced with the 3rd Infantry Division. While the 21st Infantry Division was reorganizing at Freudenthal, the Frontier-guard Division, deployed by the 1st Corps, managed to advance 1 km. At the 11th Corps, the 8th and 14th Infantry Divisions also made progress in the direction of Tatarka. The following day, the Red Army forces counterattacked the 8th and 14th Infantry Divisions and managed to penetrate the line of the later up to the artillery positions. The gunners of the 24th Artillery Regiment managed to resist, until the situation is reestablished by the intervention of the 6th Guard Regiment Mihai Viteazul with two infantry battalions and a tank company. Between the Hadjibey and Kuzhalnik banks, the "Hadjibey" Detachment (the 1st Cavalry Brigade) got within 5 km south of Avgustovka.

On 3 September the "Colonel Mihailescu" Detachment together with the German 70th Assault Pioneer Battalion took the Vakarzhany village, where Soviet forces were fighting encircled behind the 4th Army.

Lt. general Nicolae Ciuperca submitted a memoir to marshal Antonescu, in which he showed the poor condition of the divisions in the first line, who were exhausted after a month of almost continuous offensive. He proposed the reorganization of six divisions (3rd, 6th, 7th, 14th, 21st Infantry and Guard Divisions). With these forces, split into two corps and supported by 8 heavy artillery battalions and several assault battalions. He considered there were only two favorable attack directions: from the north in Gniliavko area in the center or from the east in the Dalnik-Tatrka area on the right flank. Of these two, the latter had the advantage of the shorter distance to the city (some 5 km) and of less powerful fortifications. However, it had the disadvantage of a poorer infrastructure. The memoir was rejected by marshal Antonescu and brig. gen. Alexandru Ioanitiu (chief of the General Staff). They thought the idea of an attack on a single direction permitted the Soviets to concentrate most of their forces in that area, but also expose the other sectors of the 4th Army to a counterattack.

The Directive issued by the marshal Antonescu called for an assault of the 11th Corps (7th Cavalry Brigade, 8th and 14th Infantry Divisions) between Dalnik and Tatarka, while the 3rd Corps (Frontier-guard and 7th Infantry Divisions) had to attack between Dalnik and Gniliavko. The independent motorized heavy artillery battalions were concentrated at the 11th Corps. The two were linked together by the 1st Corps (Guard Divisions and the "Lt. Col. Eftimiu" Mechanized Detachment) and on the left flank of the 3rd Corps was located the 4th Corps (3rd and 11th Infantry Divisions). The 5th Corps, on the 4th Army's left remained on defensive.

Brig. general Ioanitiu forwarded a note to general Hauffe, the chief of the German Military Mission in Romania, about the situation at Odessa and requested assistance consisting in fighters (II./JG 77 had been reassigned to the southern Dnieper area on 28 August) and Stukas to prevent the Soviets from bringing in reinforcements by sea. The ARR lacked the necessary aircraft for anti-shipping raids, despite some successes. Ioanitiu also asked for 4 or 5 assault pioneer battalions.

On 6 September the offensive continued but little progress was made. The Guard Division (deployed in the front-line on September 5th) reached the alignment Josephsthal - 1.5 km northeast of Marienthal - 2 km southeast of Dalnik. The division's assault battalion cleared the antitank ditch north of Josephsthal. A company entered the village, but it was counter-attacked and pushed back in the northeastern corner.

Marshal Ion Antonescu postponed the offensive of the 4th Army for 10 September, in order to give time to the reinforcement units to arrive on the Odessa front. The Romanian forces numbered about 200,000 men in 12 infantry divisions, 3 cavalry and 2 fortification brigades. A German detachment under the command of lt. general René von Courbier (one infantry regiment, one assault pioneer regiment and two heavy artillery regiments) also arrived on the front. The Soviets also received reinforcements consisting in 15,350 men and ammunitions.

Lt. general Nicolae Ciuperca, commander of the 4th Army, was replaced lt. general Iosif Iacobici on 9 September., who had the express order to execute the General Staff's directives without comments. However, the first thing he did was to ask for the postponement of the next general offensive for 11 and then for 12 September.

The 4th Army resumed the offensive after a 10-15 minute artillery preparation. The 3rd Corps, with the 3rd and 7th Infantry Divisions in the first echelon, advanced some 2 km, by evening getting hold of the Bol. Bostanaya Hill. The 4th Corps defended the area between the 3rd Corps and the Hadjibey Bank and repelled in the evening a powerful Soviet counterattack. At the 1st Corps, the 8th Infantry Division attacked towards Marienthal. Two infantry battalions from the 7th Vanatori Regiment that managed to penetrate southwards were counterattacked and were encircled by the Red Army troops. East of the Hadjibey Bank, the 5th Corps and the "Hadjibey" Detachment pinned down the opposing Soviet forces, while the heavy artillery kept the port under fire.

On 13 September, the 3rd and 7th Infantry Divisions kept pushing on the attack, but met a fierce resistance and couldn't advance more than 200-300 meters, at the expense of heavy losses. In the evening, the 3rd Corps; divisions were ordered to organize on the conquered alignments, and the 7th Infantry Division was replaced with the 5th Infantry Division. To the south, the 11th Corps, with the 14th Infantry Division, the Guard Division and the Frontier-guard Division, managed to approach at only 2-3 km of the main line of defense, in front of Dalnik. In the sector of the 1st Corps, the two infantry battalions encircled in the previous day were relieved, in spite of the Soviet effort to annihilate them. This stubborn resistance had earned maj. Vasile Pretorian and two other junior officers the Mihai Viteazul Order 3rd class.

The General Staff ordered the reorientation of the 4th Army's effort in the sector between south Dalnik – Sukhoy Liman. Ironically general Ioanitiu had arrived at a somewhat similar solution for which general Ciuperca was sacked. The 11th Corps was reinforced with the 21st Infantry Division and a special assault group was created with the 21st Assault Battalion, 11th Assault Battalion, a German pioneer battalion and an artillery battalion. All the artillery reserves were concentrated in this sector. The 3rd and 4th Corps had to push on the secondary attack direction in the Gniliavko sector, to pin down the Soviet reserves. The Frontier-guard Division reached the eastern slopes of the valley in which the Dalnik village was situated. The Guard Division took the Dalnitsky and Razhev hamlets. The offensive was temporarily stopped, because the supply of artillery ammunitions was low.

During the following night, the Soviets broke contact with the 1st Corps west of Petersthal and retreated towards southeast. The 8th Infantry Division and the 7th Cavalry Brigade followed the enemy and by nightfall they reach the alignment 1 km south of Krasnoe Yachimovka - Marienthal. A partially mechanized detachment of the 1st Corps reached Ovidiopol.

On 16 September, the 1st Army Corps took hold of the heights northwest of Gross-Liebental. The "Lt. Colonel Eftimiu" Detachment and units of the 7th Cavalry Brigade occupied the area south of the Sukhoy Bank. In the actions in the last days, about 3,000 Soviet POWs were taken. The losses were replaced by the landing of the 157th Rifle Division, with 12,600 fresh troops. Also 18 companies were brought from Norovosiysk.

The Romanian command expected this to be the final assault on the Soviet fortress. Marshal Antonescu and brig. general Alexandru Ioanitiu, the chief of the General Staff, came to the front on 17 September to oversee the offensive. However, just as the arrived at Baden, at the 4th Army's command post, Ioanitiu was killed in a freak accident.

Things did not go too well also for the troops on the front. The offensive was resumed west of the Hadjibey Bank. Following a 10 minute artillery preparation, maj. general Nicolae Dascaclescu's 21st Infantry Division, attacked towards Dalnik at 0900 hours, having in its left flank a German infantry regiment, consisting of one infantry battalion and one assault pioneer battalion. At 1200 hours, the 38th Infantry Regiment reached the western vicinity of the village, but the German regiment took heavy fire from its uncovered left flank and, suffering heavy casualties, began to retreat. The situation was reestablished by the intervention of the division's reserve. The 3rd Corps advanced with the 3rd and 5th Infantry Divisions and carried out fierce fights on the slopes of the Bol. Dalnitskaya Hill. The Soviets counterattacked the right flank of the 3rd Corps and the left flank of the 11th Corps, managing to push the Frontier-guard Division roughly 3 km back. The 1st Corps took the hill 1.5 km southwest of Dalnik. East of the Kuzhalnik Bank, the 5th Corps attacked with the 13th and 15th Infantry Divisions and met a fierce resistance on the fortified alignment south of Gildendorf - Korsunty - east of Fontanka.

The following days, at the 11th Corps, the German regiment was replaced with the 12/24th Infantry Regiment of the 21st Infantry Division. The corps then resumed the attack, but couldn't advance in any sector. The 3rd Corps carried out fights on the slopes of the Bol. Dalnitskaya Hill, which was fiercely defended by the 3rd Battalion of the 161st Soviet Rifle Regiment. Finally this strongpoint was encircled and destroyed by the 3rd Infantry Division. The 1st Corps attempted unsuccessfully to conquer the hill 1 km southeast of Dalnik, with the intention to encircle the Soviet forces defending the village.

However, Stavka had prepared a surprised to the Romanian 4th Army. During the night of 21/22 September, at 0045 hours, after a 30 minutes artillery preparation from several warships, about 2,000 men of the 3rd Marine Brigade landed at Grigorievka and Chebanka and advanced on the alignment Staraya Dofinivka – Buldinka, behind the positions of the 15th Infantry Division. Another landing was attempted to the east, but failed. The Romanian 13th Infantry Division held a 10 km front only with 4 battalions. The Soviet maneuver diverted further troops. Thus, at 0640 hours, the 157th Rifle Division launched and attack against the 13th Infantry Division, along the Odessa - Bierezovka railroad, with an infantry regiment. The attack surprised the 22nd Infantry Regiment. One of its battalions lost the CO and panicked. Despite several attempts to resist, they retreated to the southern outskirts of Kubanka village, bringing about the collapse of the entire disposition of the 5th Corps, which was forced also to withdraw the 15th Infantry Division in the northeastern area of the Chornaya Valley. The Soviet advanced was stopped with the help of the corps' reserves (2 battalions) and of motorized units rushed in the sector. The Stukas of the newly arrived III./StG 77 attacked the fleet, sinking the destroyer Frunze, a gunboat and a tug and damaging the destroyers Bezuprechnyy and Besposhachadnyy. GAL also intervened, flying 71 sorties and dropping 32 tons of bombs on the Soviet forces. One transport ship reportedly was damaged by the He-111Hs of the 5th Bomber Group. The 13th Infantry Division lost 1,300 men, Gildendorf and had to pull back 6 km. The 5th Corps could no longer use its heavy artillery to bombard the Odessa harbor area. The counterattack was supported also by an incursion of the Romanian destroyers southeast of Odessa, from where they bombarded the Grigorievka bridgehead and retreated without loss, before the very much-surprised Soviet coastal artillery could retaliate.

In the past 10 days, the 4th Army had taken 4,946 POWs and made some territorial gains. The offensive was stopped due to insufficient ammunition for the heavy artillery and, more importantly, because the exhaustion of the troops, some of which had been in the first line since the beginning of July and badly needed to rest and reorganize, as seen in the case of the 13th Infantry Division. New units (1st, 2nd and 18th Infantry Divisions) were expected to arrive at Odessa.

The Gruparea Aeriana de Lupta (GAL) had also achieved an important success through the destruction of the largest Soviet supply depot at Odessa, which was situated near Tatarka. After many failed attempts of the 1st and 2nd Bomber Groups, cpt. av. Ion "Oita" Popescu led 9 JIS-79Bs from the 75th Bomber Squadron over the objective. They were at 3,000 m when the powerful Soviet AAA opened fire. The leading Savoia bomber, piloted by Popescu, received a direct hit in the right engine and entered a spin. He commanded the observer to drop the bombs and the fuel tanks of the damaged engine in order to lighten the aircraft. Cpt. Popescu managed to retake control over the bomber and headed home on only one engine, passing through the powerful flak at Dalnik. On the ground they noticed huge explosions and smoke columns. They hat hit the depot. The explosions lasted for several days.

Following von Manstein's breakthrough in the Crimea on 29 September, Stavka ordered the evacuation of Odessa. The final date was set initially for 6 October, but then it was postponed for 14 October.

On 2 October, the Soviets launched an attack with forces of the 25th and 157th Rifle Divisions and 2nd Cavalry Division, in the sector of the Frontier-guard Division and the left of the 6th Infantry Division after a powerful artillery preparation. The action was meant to divert the attention from the evacuation. The Soviet troops advanced along the Dalnik - Perselenet road, backed by ground attack aircraft and 24 tanks. At the sight of armor, the 8th Machine-gun Battalion retreated and also caused the rout of the 36th Machine-gun Battalion and then of the 1st Battalion/5th Frontier-guard Regiment, from the left flank of the division. However, the left of the 6th Infantry Division held its positions. The Red Army troops advanced on a 4 km wide front. The gunners of the 1st Heavy Artillery Regiment and of the 54th Artillery Regiment managed to destroy 12 tanks by direct fire. This was possible due to the intervention of four IAR-80s from the 8th Fighter Group, which machine-gunned the Soviet infantry, thus leaving the tanks unprotected. In total GAL intervened with 46 aircraft and dropped 16 tons of bombs on the Soviet concentrations. Some of the tanks passed through the artillery positions. The situation became critical as the Romanian gunners led by cpt. Vasile Antoniu engaged the Soviet tanks and infantry with Molotov cocktails and grenades. He was later awarded the Mihai Viteazul Order 3rd class. At 1300 hours, the Soviet forces were stopped at 1 km southwest of Hutor Dalnitsky by the division's reserve.

The 3rd Corps used maj. general Dascalescu's 21st Infantry Division to bar the Dalnik-Perselenet road and attack the Soviets' northern flank. The 11th Corps attacked with the 7th Infantry Division the left flank. The Romanian counterattack in the night of 3/4 October and on 4 October reestablished the situation. However, the ChF managed to evacuate 86,000 men in the meantime.

On 8 October, at 2200 hours, the 19th Infantry Regiment (from the 11th Infantry Division) launched a surprise attack and captured the Anchestovo village and, before sunrise, took hold of the first pillboxes from the main line of defense, on the alignment Gnilaya Valley - Dalnik - Tatarka, thus dislocating the entire Soviet defense position in the Gnilaya Valley. Exploiting the success from the night of 8/9, the 11th Infantry Division broke the main defense line northeast of Gniliakovo on 6 km, in spite of the stiff Soviet resistance and counterattacks carried out with infantry and tanks. Several Red Army units were surrounded and later some 400 POWs were taken. The 10th Infantry Division attacked towards Tatarka. Elements of the 33rd Infantry Regiment penetrated inside the village, but the Soviets counterattacked supported by tanks and surrounded parts of the unit. The regiment's staff was captured together with its archive. Two Mihai Viteazul Orders 3rd class were awarded posthumously. The Soviets reported to have taken 500 POWs.

On 12 October, lt. general Iacobici issued the orders for the next offensive. The 5th Corps (1st, 4th and 13th Infantry Divisions) had to attack towards Blagodatnoe, capture the Solanoe Priysky and Kryzhanovka Heights, then the Uznovka valley and enter Odessa from the northeast. The 6th Corps (Guard Division and 3rd Mixed Fortification Brigade), which had just arrived at Odessa, had to attack between the Hadjibey and Khzhalnitzky Banks and take the Poselok Heights. From there it could either support the 5th Corps' action or enter the city from the north. The 1st Corps (2nd, 3rd and 11th Infantry Divisions) had to push in the direction of Gniliavko-Kuzhalik Heights and capture the heights between Odessa and Usatovo. The 11th Corps (6th, 10th and 21st Infantry Division) was supposed to strike towards Marienthal and take the heights west and northwest of Tatarka. From there, with the majority of its troops, it had to advance towards Opatnoe Pole, Svanka and then enter Odessa. The 4th Corps (7th, 14th Infantry and Frontier-guard Divisions, 7th Cavalry Brigade and the "Eftimiu" Detachment) had to attack between Tatarka and the Sukhoy Lake, take hold of the Svanka area and enter the city from the south. Finally, the 3rd Corps (5th and 18th Infantry Divisions) had to support with its flanks the attack of the 1st and 11 Corps and take Dalnik. In reserve, the 4th Army had the 8th Infantry Division.

From 14 October, when Soviet ships shelled the positions of the 5th Corps, the Romanian General Staff noticed the intensification of enemy naval activity. During the night and the following day, the ordered powerful reconnaissance raids to be executed and, in case the Soviets retreated, they were to be followed closely and aggressively. The Romanian patrols were met with heavy fire. The pursuit was hurried as a result. On 16 October, at 1030 hours, forward patrols of the 7th Infantry Division entered Odessa. At 1600 hours the "Eftimiu" Detachment captured the port. By evening the last strongpoints were annihilated.

Thus ended the bloody battle of Odessa. The 4th Army engaged 340,223 men during the operations from 8 August to 16 October 1941, of which it had lost 92,545 (17,729 dead, 63,345 wounded and 11,471 missing). In addition to these were lost 19 tanks, 90 artillery pieces, 115 mortars, 956 light machine-guns, 336 heavy machine-guns and 10,250 rifles. GAL had flown 5,524 sorties and dropped 1,249 tons of bombs. 151 VVS aircraft were claimed for the loss of 20 of its own.

The Soviet side reported 41,268 casualties (16,578 dead and missing and 24,690 wounded). They also managed to evacuate about 350,000 soldiers and civilians from the city. Odessa received the honorary title of "hero city".