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After the slackening of the Soviet effort at the end of February, the OKH, the headquarters for the Eastern Front believed any further offensive effort in that sector unlikely.

However, the Soviets were secretly preparing an even greater offensive, bringing in all six tank armies stationed in Ukraine. The Soviet deception measures were successful and most Germans were surprised when, on March 4, the 1st Ukrainian Front–commanded by Marshal Georgy Zhukov after Vatutin's death–launched the Proskurov–Chernovtsy Offensive (see Kamenets-Podolsky pocket), with a fierce artillery barrage.

Due to the extremely muddy conditions, it was hard for the defending Germans to remain mobile, but the Soviet forces had adequate supplies of tracked tanks and trucks, giving them the advantage.