The 'Battle of Memel' was fought between Soviet and German forces for the Lithuanian port city of Memel (now Klaipėda) on the eastern coast of the Baltic Sea (5 October 1944/28 January 1945).

The battle began after the Soviets had launched their 'Memel Offensive Operation' on 27 September 1944. The offensive drove remaining German forces in the area that is now Lithuania and Latvia into a small beach-head centred on Memel and its port, leading to a three-month siege of that position. The beach-head was finally crushed as part of the Soviets' later 'East Prussian Strategic Offensive Operation' early in 1945.

The Soviet 'Belorussian Strategic Offensive Operation' of June/August 1944, often called 'Bagration', had seen the almost total destruction of Generalfeldmarschall Walter Model’s Heeresgruppe 'Mitte' as the Soviet forces liberated Belorussia. During August and September of that same year, a pair of German counter-offensives ('Doppelkopf' and 'Cäsar') succeeded in checking the Soviet advance and maintaining the connection between Heeresgruppe 'Mitte' in East Prussia and Generaloberst Ferdinand Schörner’s Heeresgruppe 'Nord' in the Baltic states. However, the Stavka made preparations for an attack by General Hovhaness Kh. Bagramyan’s 1^st Baltic Front against the positions of Generaloberst Erhard Raus’s 3^rd Panzerarmee and thence toward Memel, in the process splitting the two German army groups.

Bagramyan planned to make his main attack on a 11.8-mile (19-km) front to the west of Siauliai, and concentrated as much as half of his entire strength in this sector, using concealment techniques to ensure that there was no corresponding build-up of the German forces, and attempting to convince the German command that the 1^st Baltic Front’s primary axis of attack would be farther to the north and directed toward Riga.

The area that was to be attacked by the 1^st Baltic Front was held by a miscsllant of German naval units, the northern wing of the 3^rd Panzerarmee including remnants of Generalleutnant Siegfried Verhain’s 551^st Volksgrenadierdivision, General Hans Gollnick’s XXVIII Corps (two regiments of Generalleutnant Hasso von Manteuffel’s Panzergrenadierdivision 'Grossdeutschland', part of Generalleutnant Dr Karl Mauss’s 7^th Panzerdivision and Generalleutnant Kurt Siewert’s 58^th Division) and General Sigfrid Henrici’s XL Panzerkorps (Generalleutnant Karl Decker’s 5^th Panzerdivision and Generalmajor Erich Sudau’s 548^th Volksgrenadierdivision). At the end of November the Panzergrenadierdivision 'Grossdeutschland and the 7^th Panzerdivision were withdrawn and replaced by Generalmajor Joachim-Friedrich Lang’s 95^th Division.

On the other side of the front line, in the northern sector Bagramyan’s 1^st Baltic Front comprised General Polkovnik Vasili T. Volsky’s 5^th Guards Tank Army, General Leytenant Afanasi P. Beloborodov’s 43^rd Army, General Leytenant Yakov G. Kreizer’s 51^st Army, General Leytenant Piotr F. Malyshev’s 4^th Shock Army and General Polkovnik Ivan M. Chistyakov’s 6^th Guards Army, while in the southern sector General ChernIvan D. yakovsky’s 3^rd Belorussian Front contributed General Leytenant Ivan I. Lyudnikov’s 39^th Army.

On 5 October, Bagramyan opened the offensive against Raus’s 3^rd Panzerarmee on a 6-mile (100-km) front, concentrating his breakthrough force against the relatively weak 551^st Volksgrenadierdivision. The latter collapsed on the first day, and a 10-mile (16-km) penetration was achieved. Bagramyan then committed Volsky’s 5^th Guards Tank Army into the breach, aiming for the coast to the north of Memel. There was a general collapse of the 3^rd Panzerarmee's positions by 7 October, and a penetration farther to the south by Beloborodov’s 43^rd Army which, within two days, had reached the coast to the south of Memel, while Volsky had encircled the town from the north. In the south, the northern flank of Chernyakhovsky’s 3^rd Belorussian Front was advancing on Tilsit. The 3^rd Panzerarmee's headquarters were overrun by the 5^th Guards Tank Army, and Raus and his staff had to fight their way into Memel.

The neighbouring army group commander, Schörner, signalled on 9 October that he would mount an attack to relieve Memel if troops could be freed by the evacuation of Riga. A decision on this matter was delayed, but the Kriegsmarine managed to withdraw much of the garrison and some civilians from the port. Gollnick’s XXVIII Corps held a defensive line round the town of Memel itself.

The success of their offensive in the northern sector encouraged the Soviet command to authorise the 3^rd Belorussian Front to attempt a breakthrough into the main area of East Prussia. This 'Goldap-Gumbinnen Offensive Operation' encountered extremely strong German resistance and was halted within a few days.

The stalling of the 'Goldap-Gumbinnen Offensive Operation' meant that Soviet forces (mainly of the 43^rd Army) settled down to a siege of the German forces which had pulled back into Memel. The German forces, largely comprising elements of the Panzergrenadierdivision 'Grossdeutschland', the 58^th Division and the 7^th Panzerdivision were aided by strongly fortified tactical defences, artillery fire from ships (including the heavy cruiser Prinz Eugen) in the Baltic Sea, and a slim overland connection with the remainder of East Prussia along the Curonian Spit.

The Soviet siege and German defence were maintained through November, December and much of January, and during this period the remaining civilians who had fled into the town, and wounded troops, were evacuated by sea. It was during this time, moreover, that the Panzergrenadierdivision 'Grossdeutschland' and 7^th Panzerdivision were evacuated by sea, after sustaining heavy losses, and replaced by the 95^th Division.

The town was finally abandoned on 27 January 1945 as the success of the Soviet 'East Prussian Strategic Offensive Operation' farther to the south had left the position of the Memel beach-head untenable. It was decided to withdraw the XXVIII Corps from the town into Samland to assist in the defence there. The remaining elements of the 95^th Division and 58^th Division were evacuated to the Curonian Spit, where the 58^th Division acted as rearguard for the withdrawal. The last organised German units departed Memel at 04.00 on 28 January, Soviet units then taking possession of the harbour a few hours later.