The Second Battle of Kharkov or Operation Fredericus was an Axis counter-offensive in the region around Kharkov against the Red Army Izium bridgehead offensive conducted 12–28 May 1942, on the Eastern Front during World War II. Its objective was to eliminate the Izium bridgehead over Seversky Donets or the "Barvenkovo bulge" which was one of the Soviet offensive's staging areas. After a winter counter-offensive that drove German troops away from Moscow but depleted the Red Army's reserves, the Kharkov offensive was a new Soviet attempt to expand upon their strategic initiative, although it failed to secure a significant element of surprise.

Kharkiv, also known as Kharkov, is the second-largest city in Ukraine. Located in the northeast of the country, it is the largest city of the historic region of Sloboda Ukraine. Kharkiv is the administrative centre of Kharkiv Oblast and of the surrounding Kharkiv Raion. It has a population of 1,421,125.