Lithuania’s Iron Wolves:
The Red Army’s Plan

By Mike Bennighof, Ph.D.
March 2021

I dont usually write about the research process behind the games I design; I once knew a newspaper editor who loved to bellow No one cares how hard you worked! while he redlined lists of unreturned phone calls and fruitless office visits out of news stories. It should be pretty obvious that games based on events that actually happened need some fairly deep research; well, I guess they dont really need it, you can skate by in this business pretty easily. But you at least need to pretend its there.

Anyway, I like to dig into the background of our alternative history stories, too. That’s sometimes a lot harder, in cases like Panzer Grenadier: Lithuania’s Iron Wolves, where none of the battles actually happened. But I wanted them to be based on the actual plans of the participants, fought by the units that were actually present and would have fought in them had they happened. I could have made it all up and I’m pretty sure that no one would have known any differently.

So here’s a look at Soviet planning and orders of battle for the June 1940 occupation of the Baltic States. The Lithuanian part of it is the theme of Campaign Four of Lithuania’s Iron Wolves.

Annexation had always been the end game of the Soviet presence in the Baltic States, and once the three small nations allowed Soviet troops onto their territory it was only a matter of time. Soviet planners anticipated that resistance might be offered, though they considered this unlikely. Mindful of the embarrassing results of the just-concluded Winter War against Finland, they intended to strike the Baltics with overwhelming force.

Col. Gen Dmitry Pavlov, commander of the Belorussian Special Military District, had charge of planning for the invasion. Three armies would advance into the Baltics, along with the troops already inside the borders of the nominally independent Estonia, Latvia and Lithuania. In preparation for the operation, the Red Army announced that it would rotate the rifle divisions and tank brigades that had been placed within the Baltic states, but while new formations arrived, the old ones did not depart.

Organizational schematic for a Soviet tank brigade, 1936 model.

Estonia would be occupied by troops of the Leningrad Military District. Soviet bases inside Estonia already housed the 65th Special Rifle Corps with the 16th Rifle Division and 18th Light Tank Brigade along with support and air units; in the spring of 1940 they were joined by the 90th Rifle Division and 13th Light Tank Brigade.

Once operations began the 11th Rifle Division, directly under the district’s command, would seal the short border between Lake Peipus and the Gulf of Finland. The main advance would come south of the lake, conducted by Eighth Army. Its troops included:

● Army level: 128th Motorized Rifle Division (moved from the Arkhangelsk Military District just before the operation) and 39th Light Tank Brigade.

● 1st Rifle Corps: 24th and 56th Rifle Divisions.

● 19th Rifle Corps: 42nd, 49th and 90th Rifle Divisions.

Estonia’s small army numbered 20,000 men in four infantry divisions, one tank regiment (totaling two tank companies) and one cavalry regiment. Theoretically that could expand to 129,000 troops in wartime.

Latvia would be the target of the (un-numbered) Special Rifle Corps from the Kalinin Military District and part of the Belorussian Special Military District’s 3rd Army. The Special Rifle Corps had just one division, the 48th Rifle Division, plus the 39th Light Tank Brigade deployed from the Moscow Military District. Inside Latvian territory, the 2nd Special Rifle Corps (“Special” in this case rather than “Separate”) included the 67th Rifle Division, 6th Light Tank Brigade and 10th Tank Regiment plus support units. Just before the Soviet occupation, the 48th Rifle Division, 1st Tank Brigade and the independent 8th Tank Regiment were sent to “replace” them but apparently the rifle division hadn’t made it to its new postings by the time the occupation kicked off on 16 June.

Pro-Soviet rally in Riga, 1940. They don’t look very enthusiastic.

Third Army would advance along the border of Latvia and Lithuania, to sever communications and prevent either nation from aiding the other. Its objectives lay on either side of the frontier. To accomplish this, it had:

● Army level: 23rd Rifle Division.

● 4th Rifle Corps: 121st and 126th Rifle Divisions, and 25th Light Tank Brigade.

● 24th Rifle Corps: 10th and 113th Rifle Divisions, 55th Rifle Division (from the Orel Military District), and the 55th Light Tank Brigade (from the Moscow Military District).

● 3rd Cavalry Corps: 7th and 36th Cavalry Divisions, 1st Moscow Motorized Rifle Division (from the Moscow Military District) and the 27th Light Tank Brigade.

Against that, Latvia fielded four infantry divisions, one very small tank brigade and one cavalry regiment, a total of 25,000 regulars who in theory could total 168,000 after mobilization. Third Army also had several Lithuanian targets on its list of objectives, including the publishing center of Panevezys, considered crucial for its role in the information war.

Within Lithuania, the 16th Separate Rifle Corps included the 5th Rifle Division and 2nd Light Tank Brigade plus support units. The 27th Rifle Division and 27th Light Tank Brigade were sent to join them, but the tank brigade had not reached its new bases by 15 June, the start date for the invasion/occupation, and so it entered Lithuania with the 3rd Cavalry Corps.

Lithuania was the largest of the Baltic States, with a population nearly equal to that of the other two combined though her army was no larger. She also shared a border with Germany, the only one of the three to abut another state other than the Soviet Union. Pavlov’s staff feared that the Lithuanians might mobilize their army and then immediately cross the border into East Prussia to seek internment, creating an unpleasant diplomatic problem for Great Stalin and giving the Germans a ready-made army of exiles they could use in a future invasion or as a source of agents and saboteurs.

The Soviet 11th Army, commanded by Fyodor Kuznetsov - Pavlov’s deputy commander in the Belorussian Special Military District - would have to move quickly to seal the border between Lithuania and East Prussia. The 11th Army included

● 10th Rifle Corps: 143rd and 185th Rifle Divisions, plus the 84th Rifle Division sent from the Moscow Military District and the 21st Light Tank Brigade.

● 11th Rifle Corps: 29th, 115th and 125th Rifle Divisions and 32nd Light Tank Brigade.

● 6th Cavalry Corps: 4th and 6th Cavalry Divisions, 33rd Rifle Division and 22nd and 29th Light Tank Brigades.

Soviet plan to blockade Estonian and Latvian ports (Lithuania had lost its only port).

The plan for invading Lithuania also included a parachute landing by the 214th Airborne Brigade south of the Lithuanian provisional capital of Kaunas. The paratroopers and troops of the 16th Special Rifle Corps would then secure the Kaunas airport so that the rest of the brigade could be flown in - shades of Kabul 1979. The troops already in Lithuania would hold their bases and seize the bridges over the major rivers. Pavlov’s staff expected the Lithuanians to relinquish Vilnius and make their stand at Kaunas; 3rd Army and two corps of 11th Army would encircle the Lithuanian Army around Kaunas and annihilate it there.

The Lithuanian Plan R for defense against a Soviet invasion called for a nearly-suicidal stand in front of Vilnius rather than the more rational retreat the Soviets expected. Plan R was merely Plan L, the plan for defense against Poland, with a new label. The Lithuanians might have been able to stymie the Poles, but not the Red Army.

Pavlov’s planning included three NKVD regiments tasked with sealing the borders between the Baltic states and the Soviet Union. The troops were instructed to treat enemy soldiers as prisoners of war; they would be disarmed but were not to be harmed nor was their personal property to be stolen. They would be handed to the NKVD at pre-established collection points; what happened to them after that was not the RKKA’s concern.

The plan also included field hospitals, ambulances and arrangements for special trains to move the seriously wounded to military hospitals in the interior. The medical branch was told to prepare for casualties on the scale of the recent action in Finland, which had overwhelmed Soviet hospital resources. Pavlov did not intend to oversee a repeat of that fiasco.

Prior to taking command of the Belorussian Special Military District, Pavlov had headed the Directorate of Armored Troops, and the deployment of armor reflects his opinion on the proper use of tanks. Pavlov commanded a tank brigade in the Spanish Civil War, and was the highest-ranking officer to serve there and not be purged on his return home. He believed that tanks were best suited to support the infantry, not to operate separately, and so the Red Army’s tanks were organized in brigades that were then parceled out to the rifle and cavalry corps. In 1941 the Red Army would dissolve the tank brigades and organize new tank divisions.

And that’s the Soviet deployment in June 1940, the basis for one of the four campaigns in Lithuania’s Iron Wolves.

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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.