The Second Battle for Kharkov took place in the Spring of 1942. The Germans were preparing to launch Operation Blue, the attack towards the Soviet oilfields in the Caucasus. The Red Army was trying to launch an attack of their own. The goal was to split the two southern German Army Groups. The main objectives were the recapture of Kharkov and the destruction of the German Army Group South in the process.

On May 12, 1942, the Soviet offensive began. The first day the German 6th Army reported that it was fighting for it's life. That first day the Soviets made good progress. By sheer weight of numbers and surprise to the German forces, the Red Army penetrated the German lines. By the end of the offensive the Red Army had penetrated up to 20 km in some places into the German lines. The Soviet offensive penetrated the farthest to the south of Kharkov but were held on their drive against the city.

The original German plan, "Operation Fridericus", had been to launch an envelopement against the Red Army in the Izyum salient. This operation envisioned forces from the 6th Army attacking from the North and the 3rd Panzer Corps from the South. It took the Germans awhile before they recognized the extent of the Soviet attack and the depth to which the Red Army had penetrated. In light of the serious situation that had developed it was decided to launch Operation Fridericus with only the Southern Arm. Army Group von Kleist attacked the southern Soviet flank on May 17th. On May 22, the German forces made contact across the Donets River. The Soviet advance forces were cut off.

The rest of the Soviet Army was only 40 km's away on the Donets River. The Red Army units that were encircled attacked with a vigor that was
sure to break them out of the pocket. For three days the Soviet Army units tried to breakout. They could not.

The Southwest Front commanded by Marshal Timoshenko went over to the defensive on May 28th. The battle of Kharkov was over. Marshal Timoshenko had lost the bulk of twenty-two rifle divisions, seven cavalry divisions and fourteen armored and mechanized brigades. More than 239,000 Soviet prisoners were taken and 1,250 tanks and 2,026 guns had either been destroyed
or captured.

In a matter of three weeks the German forces in Southern Russia had met with astonishing success. The Germans had fought two great battles of annihilation, at Kerch and Kharkov.
They had destroyed six Soviet Field Armies, taken more than 409,000 prisoners and destroyed or captured more than 1508 tanks and 3159 guns. The German Army could not be stopped. The next phase of the war would decide the victor. The Germans were victorious and Soviets in full retreat. They would soon fight the decisive battle in the east, at Stalingrad.