by the end of october 1941, major-general ivan yefimovich petrov's independent coastal army, numbering 32,000 men, had arrived at sevastopol by sea from odessa further west, it having been evacuated after heavy fighting. petrov set about fortifying the inland approaches to sevastopol. he aimed to halt the axis drive on the port by creating three defence lines inland, the outermost arc being 16 km (10 mi) from the port itself. soviet forces, including the soviet 51st army and elements of the black sea fleet, were defeated in the crimea in october and were evacuated in december, leaving petrov's force as sevastopol's main defence force. having cleared the rest of the crimea between 26 september – 16 november, the romanian 3rd army and german 11th army prepared for an attack on the port. the german 11 army was the weakest on the entire front, initially containing only seven infantry divisions. the romanians contributed a large force, but were only lightly equipped and generally lacked heavy artillery. the weather turned against the axis in mid-october and torrential downpours delayed the buildup. this gave vice admiral filipp oktyabrsky, commander of the black sea fleet, time to bring in men and materiel from novorossiysk. by 17 december, the weather had cleared sufficiently for the axis to begin a major operation.