It took place on the Eastern Front of World War II and was part of the wider Dnieper–Carpathian offensive, a Soviet attack against Army Group South to retake the rest of Ukraine that fell to Germany in 1941.

In November and December, the 3rd and 4th Ukrainian Fronts conducted multiple unsuccessful attacks against the bridgehead, a salient centered around the supply base and rail junction of Apostolovo, and German troops in the Krivoi Rog area.

The IV Army Corps launched an unsuccessful counterattack against Apostolovo around this time, resulting in a temporary Soviet pause in order to prepare for the advance against Krivoi Rog, in the northwest portion of the salient.

Due to heavy personnel and material losses, most of the divisions of the 6th Army were greatly reduced in their combat effectiveness after this offensive,[7] being fit only for limited defensive operations.

Following the Soviet advance in the Battle of the Dnieper in late 1943, the German 6th Army, commanded by Generaloberst Karl-Adolf Hollidt, escaped a threatened Soviet encirclement and retreated to the Krivoi Rog area,[9] with its IV and XXIX Army Corps clinging on to the Nikopol bridgehead over the Dnieper, the easternmost protrusion of a salient centred on the key rail junction of Apostolovo.

[11] During November and December, the 3rd and 4th Ukrainian Fronts launched a series of unsuccessful assaults against the Nikopol bridgehead and the Krivoi Rog area, which formed a salient.

Adolf Hitler repeatedly stressed the crucial importance of this area, telling his commanders that the "Loss of Nikopol would mean the end of the war.

"[13] The Nikopol bridgehead also held operational significance because it could serve as a springboard for an assault to relieve German troops trapped in Crimea, and Hitler refused demands by Army Group South commander Generalfeldmarschall Erich von Manstein for its evacuation.

On 4 January 1944, Manstein flew to Führer Headquarters expressly to persuade Hitler to allow a withdrawal from Nikopol and Crimea in order to shorten the front, but his request was denied.

As a result, when the roads turned to mud (rasputitsa) in the wet winter weather, the railway and tracked vehicles were the sole reliable transportation method, which meant that if Soviet troops could capture Apostolovo they would have effectively cut off the German forces in the bridgehead.

[19][23] The attack of the 3rd Ukrainian Front on 10 January, spearheaded by what a German report estimated as 80 tanks, and preceded by an artillery barrage, included nine rifle divisions from both armies, advancing in two waves.

It was stopped after gaining 3 miles (4.8 km) by two German panzer divisions, which claimed to have destroyed two-thirds of the Soviet tanks after the latter outran their supporting infantry.

The 4th Ukrainian Front suffered a similar lack of success and the attacks were halted[24] by 17 January to allow the troops to consolidate their positions and to plan a more thorough offensive.

[33] Following the transfers in late January, the German 6th Army fielded twenty divisions (including three panzer) with an average combat strength of 2,500 and eight assault gun battalions, as well as a large number of artillery and pioneer units.

[34] Of these, eight infantry divisions (four each in IV and XXIX Army Corps) and three assault gun battalions formed part of Group Schörner in the Nikopol bridgehead.

[2][3] In addition, a shortage of anti-aircraft ammunition prevented the German ground forces from defending against Soviet air superiority, which Schörner described as "absolute" in a report to the 6th Army command.

A counterattack supported by assault guns and a regiment of the 3rd Mountain retook the northern part of the settlement, enabling the establishment of a coherent German line east of the Basavluk.

[48] With the Soviet advance there briefly halted, 6th Army command planned to recapture Sholokovo and hold a line east of Kamenka, but this was abandoned after Schörner reported that such an action would lead to the loss of most of the vehicles.

[51] In addition, attacks by Soviet assault aviation disrupted the movement of the 3rd Mountain Division at the Tok railroad station on the single rail line by destroying locomotives, preventing the evacuation of German wounded.

On 2 February the German troops began to withdraw, in accordance with Schörner's order, to the Dnieper crossings at Velikaya Lepetikha and Nikopol, which were under constant Soviet air attacks and shelling.

[54] The last German unit to evacuate the northern portion of the bridgehead from IV Army Corps was the 302nd Infantry Division, whose pioneers blew up the bridge over the Dnieper at Nikopol at midnight on 6 February.

[51] In the following days, fierce fighting took place over a narrow corridor held by German troops west of Nikopol, centered on a westward-facing defensive line composed of forces withdrawn from the bridgehead around Marinskoye and Perevizskiye, including elements of the 302nd Division and the remnants of the 9th Panzer Division and the units that had managed to make it out of the bridgehead from IV, XVII, and XXIX Army Corps.

The few Soviet units in the area were forced to withdraw, and by the end of the day the German troops had gained 8 to 10 kilometers, threatening the recapture of Apostolovo.

The German counterattack ran out of steam due to Soviet air attacks on 12 February when the 125th was forced to retreat to its original positions; its losses in the fighting were so severe that it had to be disbanded in the following days.

The 5th Shock Army, also transferred to the 3rd Ukrainian, crossed the Dnieper in conditions worsened by floating ice on 10 February and captured a bridgehead northwest of Malaya Lepetikha.

The 17th and 294th Divisions had also suffered heavy losses in the attempt to clear the retreat route, though troops of IV and XVII Army Corps held their positions at Marinskoye.

Exploiting weak points discovered by Soviet reconnaissance, the 37th and 46th Armies moved into the city at dawn on 22 February from the northwest and southeast, respectively; it was cleared by 16:00 that day.

[27] According to its reports in the German Federal Military Archive, the army lost 13,240 men, including 8,390 wounded and 4,850 killed or missing, between 11 and 29 February.

According to the army's Oberquartiermeister report, in February 1944, as a result of difficult retreats and breakouts in muddy conditions, the army lost a total of 8,200 trucks of all capacities and models, 2,900 passenger cars (ordinary and cross-country), 2,400 motorcycles (both solo and with sidecar), 650 artillery prime movers of all capacities (including the RSO prime mover) and 1,100 motor vehicle trailers (both single-axe and double-axe).

The elimination of the Nikopol bridgehead enabled the 4th Ukrainian Front to launch the Crimean offensive without fear of the German forces attacking its rear.