manstein recognised that he could not take the port quickly, and was going to have to organise a proper set-piece offensive. with german offensive operations suspended in december, manstein found himself the only commander on the eastern front with an offensive mission. he was not ready to carry out his attack until 17 december. in the meantime, oktyabrsky used the interval to sail the 11,000 soldiers of the 388th rifle division into sevastopol between 7–13 december. soviet engineers began laying extensive minefields and barbed-wire belts. by the time of the axis attack, petrov's force held a strong defensive position. the naval commander demanded that petrov hold the coast along the northern flank of sevastopol on the belbek river in order to retain coastal battery 10, an artillery complex near mamaschai. on the other hand, the german liv corps had only 15,551 men in its four infantry divisions (22nd, 24th, 50th, and 132nd). over 7,000 soldiers in the german 11th army were on the sick list at that time. it was also short of artillery ammunition and heavy artillery. in order to commit as many forces to the battle as possible, manstein left the weak xlii corps, containing just the 46th infantry division and two romanian brigades, to protect the entire front from yalta to kerch.