Lithuania’s Iron Wolves:
The Soviet Ultimatum

By Mike Bennighof, Ph.D.
February 2021

Red Army troops marched into Vilnius, the ancient capital of Lithuania held by Poland since 1920, on 19 September 1939. The Soviet Union had agreed that Vilnius belonged to Lithuania in the Soviet-Lithuanian Peace Treaty of July 1920, and Lithuanian leaders expected the Soviets to restore the city and its environs to them as agreed. The Soviet Union expressed its willingness to re-unite Vilnius with Lithuania; but when you make a bargain with the devil, there will always be a price to pay.

The Poles fought to hold Vilnius against the Red Army, despite the Soviets’ overwhelming advantage in force. During peacetime the city had been the home station of the Polish Army’s best unit, the 1st Legion Infantry Division, and the Wilenska (Vilnius) Cavalry Brigade. Both units were mobilized and sent to other fronts when the Germans attacked Poland, as was the 35th Reserve Infantry Division mobilized in Vilnius after the invasion.

That left the local garrison with 10 battalions of leftovers: three of semi-trained recruits from the 1st Legion division and one from the cavalry brigade; three battalions of border guards; and one battalion each of volunteers raised from university students, railway guards and Boy Scouts. After sending home those who could not be armed, the Polish garrison had about 6,000 men to defend Vilnius backed by a half-dozen anti-tank guns, nine or ten artillery pieces, and a half-dozen anti-aircraft guns.

Soviet cavalry enter Vilnius, 19 September 1939.

The Red Army attacked on 18 September with two cavalry divisions and three tank brigades. The Poles put up a spirited fight, throwing back the first attacks, but the defenders surrendered the next day after telling the civilian population to flee for the Lithuanian border. The Soviets had promised the Vilnius region to Lithuania in 1920 and re-affirmed this in 1926, but they made no moves to hand the territory over to the Lithuanians.

Under the secret alliance between Germany and the Soviet Union, Lithuania lay within the German sphere of influence and the Vilnius region, as part of eastern Poland, within the Soviet sphere. Lithuania had economic value to the Germans, particularly for its textiles, but the Lithuanian refusal to join in the attack on Poland had soured Adolf Hitler on the small country’s value as an ally.

On 28 September, Germany and the Soviet Union reached a Boundary and Friendship Treaty, a supplement to the Molotov-Ribbentrop agreement of the previous month. Under this new agreement, the Germans would keep districts of Poland they had taken during the invasion, areas assigned to Soviet control by the August treaty. In exchange, Lithuania would fall under the Soviet sphere except for a small strip along the border with East Prussia.

With the new agreement secretly in hand, the Germans cancelled talks with the Lithuanians scheduled for the next day, while the Soviets told they Lithuanians they wished to open discussions on relations between the two new neighbors. The talks began on 3 October, and the Soviets immediately demanded that the Lithuanians accept 50,000 Soviet troops on their soil, grant five military bases to the Soviets and hand over the strip of border territory to Germany. In exchange, the Soviets would give the Lithuanians a portion of the Vilnius region including the city itself.

Lithuanian tanks roll into Vilnius, October 1939.

The Lithuanians balked, offering to almost increase their army from 24,000 to 40,000 men and build a Maginot-like line of fortifications along their border with Germany in exchange for the entire Vilnius region. Stalin actually backed off his demands slightly, reducing the garrison to 20,000 men, but refused any further concessions. After considering outright rejection, the Lithuanian leadership realized that the Soviets would probably invade if refused and told their delegation to sign the treaty. This pleased Stalin, who extended the delegates the rare honor of watching two movies with him.

The Lithuanian Army marched into Vilnius on 28 October, to find that the Soviets had spent the past five weeks thoroughly looting the city. They immediately met resistance from the students of Stefan Batory University, who then vented their rage on the city’s Jewish population. Street signs quickly switched to Lithuanian, Lithuanian litas replaced Polis zloty as legal tender (at a steep discount), schools now taught in Lithuanian, and finally almost all Polish residents were declared foreigners on Lithuanian territory and thereby banned from government work and riding on city trams. When the university students again protested, the Lithuanian authorities shuttered one of Eastern Europe’s oldest institutions of higher learning. Outside the city, the Lithuanians enacted land reforms breaking up the large Polish-owned estates and passing the land to its Lithuanian tenant farmers.

While the Lithuanians had intended to move their capital to Vilnius, the process took months. About 50,000 government employees and dependents had arrived by June 1940, when the city’s status changed again.

The Lithuanian government had feared Soviet occupation since October 1939, and discussed steps to increase the army’s strength and prepare a government in exile, but did nothing concrete other than hold vague discussions with Latvia and Estonia. In May 1940 the Soviets pointed to these talks as evidence that the Lithuanians had violated the Mutual Assistance Treaty, and accused the Lithuanians of kidnapping a Soviet soldier and torturing him to death to obtain military secrets. The Lithuanians claimed that he had deserted his unit and committed suicide when approached by Lithuanian police.

A Lithuanian soldier watches over Vilnius, but not for long.

At this moment of crisis, the Lithuanian opposition parties - the Christian Democrats and Peasant Popular Union - saw a chance to take power. Placing party over country, they pressured the government to resign and allow them to form a new cabinet. Distracted by the internal power struggle and dismissing Soviet threats, the government of President Antanas Smetona alerted the army, but did not declare mobilization. Meanwhile, the Soviets mobilized over 200,000 men along with the 18,000 already inside Lithuania and issued orders for a swift campaign to conquer Lithuania in four days.

On 14 June 1940 the Soviet Union presented an ultimatum demanding formation of a new government and the admittance of any number of additional Soviet troops. The cabinet met all night, with Smetona urging at least symbolic resistance but most ministers wishing to capitulate and follow a delusional plan to form a new government without Smetona. Lithuania unconditionally accepted the ultimatum, and the Red Army rolled into Lithuania without opposition.

Lithuania quickly received a new government, which authorized a new set of election laws. Only one candidate could stand for each seat in the Seimas, the Lithuanian parliament, and each of these candidates had to be a member of the Communist Party. The new Seimas was elected on 14 July, and in its first act declared the Lithuanian Soviet Socialist Republic and petitioned for membership in the Soviet Union. The Supreme Soviet surprisingly agreed to this request, and on 3 August 1940 Lithuania became fully incorporated into the Soviet Union.

In our Panzer Grenadier: Lithuania’s Iron Wolves, the third chapter pits the Lithuanian Army against Soviet invaders in June 1940.

You can order Lithuania's Iron Wolves right here.

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Mike Bennighof is president of Avalanche Press and holds a doctorate in history from Emory University. A Fulbright Scholar and NASA Journalist in Space finalist, he has published a great many books, games and articles on historical subjects. People are saying that a few of them were actually good. He lives in Birmingham, Alabama with his wife, three children and his dog, Leopold. Leopold believes himself an iron wolf.