138th Rifle Division (Soviet Union)

138th Rifle Division (September, 1939 – April, 1941)
138th Mountain Rifle Division (April, 1941 – April 8, 1942)
138th Rifle Division (April 8, 1942 – February 6, 1943
138th Rifle Division (May 29, 1943 – 1945)
Colonel Ivan Ilich Lyudnikov, ca. 1941
Active 1939–1945
Country  Soviet Union
Branch Red Army
Type Division
Role Infantry
Engagements Winter War
Battle of the Kerch Peninsula
Battle of Stalingrad
Belgorod-Khar'kov Offensive Operation
Korsun–Shevchenkovsky Offensive
Col. A. I. Pastarevich
Maj. Gen. Ivan Ilich Lyudnikov

The 138th Rifle Division began service as a standard Red Army rifle division, was converted to serve for two years as a mountain rifle division, then back to a rifle division. The division played a leading role in defending the Barricades ordnance factory in the Battle of Stalingrad, for which it was raised to Guards status as the 70th Guards Rifle Division. A new 138th was raised a few months later and fought through Ukraine and the Carpathian Mountains of Czechoslovakia from August 1943 to May 1945.

1st Formation

The division was originally based on a regimental cadre (301st Rifle Regiment) from the 48th Rifle Division and began forming in September, 1939, with the following order of battle:

  • 554th Rifle Regiment
  • 650th Rifle Regiment
  • 768th Rifle Regiment
  • 295th Light Artillery Regiment
  • 198th Antitank Battalion
  • 203rd Signal Battalion
  • 155th Reconnaissance Battalion
  • 179th Sapper Battalion
  • 436th Tank Battalion
  • 135th Medical Battalion

The division was under the command of Col. A.I. Pastarevich.

By December the 138th was already engaged in the Soviet-Finnish Winter War. Fighting as a separate rifle division, part of 7th Army on the Karelian Isthmus, the 138th performed better than the stereotypical Red Army formation of that war. When the fighting was over, the division had collectively won the Order of the Red Banner, and three officers were awarded the Gold Star Hero of the Soviet Union.[1]

Conversion to Mountain Division

Between Mar. 14 and Apr. 15, 1941, the division was converted to a mountain rifle division with a specialized order of battle featuring four rifle regiments made up of oversized companies (no battalion structure), with supporting arms, capable of independent operations in difficult terrain and backed by light and mobile mountain artillery:[2]

  • 344th Mountain Rifle Regiment newly formed
  • 554th Mountain Rifle Regiment from 554th Rifle Regiment
  • 650th Mountain Rifle Regiment from 650th Rifle Regiment
  • 768th Mountain Rifle Regiment from 768th Rifle Regiment
  • 295th Mountain Artillery Regiment from 295th Light Artillery Regiment
  • 536th Howitzer Regiment added to division following the Winter War
  • 230th Antitank Battalion from 195th Antitank Battalion
  • 155th Cavalry Reconnaissance Squadron from 155th Reconnaissance Battalion
  • 179th Sapper Battalion as previous
  • 203rd Signal Battalion as previous
  • 135th Medical Battalion as previous
  • 408th Truck Company newly formed[3]

At the outbreak of war with Germany on June 22, 1941, the 138th was near Leninakan in the 23rd Rifle Corps (Soviet Union) of Transcaucasian Military District, and became part of 45th Army in July. In October it was shifted to 46th Army, and added the 82nd Machine-gun Battalion to its order of battle on the 10th. On Dec. 25 it went into the 'active army' in the 47th Army of Crimean Front. On Jan. 15, 1942, 650th Rifle Regiment took part in an amphibious landing near Sudaka on the Kerch peninsula. The balance of the division followed, and fought under 51st Army in February and March, suffering heavy losses until being pulled back into reserve near Feodosiya. It began reforming on Mar. 30, and on Apr. 8 it was once again officially the 138th Rifle Division.[4] Its mountain rifle regiments became standard rifle regiments and the 292 Mortar Battalion was added.[5] One month later, Erich von Manstein's Eleventh Army began its attack into the peninsula. The 138th escaped relatively intact from the Kerch Naval Base, evacuating to Krasnodar on the night of May 19 – 20.[6]

Battle of Stalingrad

On May 28 the division came under the command of Col. Ivan Ilich Lyudnikov. In late June the German forces launched Operation Blue, aiming for, among other objectives, Stalingrad. The 138th was railed north to join the forming 4th Tank Army. The division fought along the approaches to the city in this Army, then in the 64th, back to the rebuilding 51st, then in an Operational Group under command of Lt. Gen. Vasili Ivanovich Chuikov. On the night of October 16 - 17 the 138th crossed the Volga into Stalingrad, coming under Chuikov's orders again, now as part of 62nd Army,[7] defending the Barricades (Barrikady) ordnance factory:

"1. The enemy has taken the Stalingrad Tractor Plant, is developing an attack from the STP to the south along the railway line in an attempt to seize Barricady.

"2. 62 Army continues to hold its positions, beating off fierce enemy attacks. 3. 138th Red Banner RD from 04.00 hours 17.10.42 to occupy and stubbornly defend the line: south of the suburb Derevensk, Sculpturnyi. Under no circumstances to allow enemy to approach Leninskii prospekt and Barricady factory. 650th Rifle Regiment/Major Pechenyuk: 138th Division/to take up positions in Barricady, establish ring of fire-points and not to permit enemy penetration into the factory."[8]

The men and women of the division were pushed back so close to the west bank of the Volga that the divisional artillery had to be evacuated to the east bank, but when the Soviet counteroffensive began the 138th was still holding on, at much reduced strength, and after the German Sixth Army was encircled the division went on the counterattack over the next two months, under command of Don Front. On January 27, 1943, Colonel Lyudnikov was promoted to the rank of Major General. The men of Sixth Army laid down their arms on February 2, and four days later, while being moved to the Reserve of the Supreme High Command, the 138th Rifle Division became the 70th Guards Rifle Division.[9]

2nd Formation

A new 138th Rifle Division began forming at Kalinin in the Moscow Military District in May, 1943 from the 6th Naval Brigade and the 109th Rifle Brigade, under 52nd Army in the Reserve of the Supreme High Command. At this point in the war, the Red Army was trying to amalgamate separate rifle brigades into rifle divisions, which were much more efficient on the battlefield.[10]

The division first joined the Voronezh Front during the fighting around Kharkov, then went to 2nd Ukrainian Front reserves, then to 4th Guards Army in that Front, where it served in 21st Guards Rifle Corps until March, 1944. In that month it was transferred to 69th Army in Stavka reserves, returning to the front a month later in the 95th Rifle Corps, 18th Army, in 1st Ukrainian Front. At around this time the 295th Artillery Reg't. was completely equipped with 76mm guns (32 pieces) and no 122mm howitzers, making it, for all intents, a reinforced heavy antitank regiment. This was probably due to the nature of the fighting in Ukraine, where the Germans had most of their armored forces.[11]

In August the 138th moved to 4th Ukrainian Front reserves in 17th Guards Rifle Corps. This corps operated separately under Front command for several months in the Carpathian Mountains, before being reassigned to 18th Army. The division remained under these commands for the duration.[12] It ended the war in eastern Czechoslovakia, with the divisional honorific "Carpathian" (Russian: Карпатская), the Order of the Red Banner and the Order of Suvorov (Russian: Краснознамённая, ордена Суворова). The division was disbanded "in place" during the summer of 1945 with the Northern Group of Forces.[13]



  1. The data in this section are mostly taken from the relevant articles in Russian Wikipedia
  2. Charles C. Sharp, "Red Death", Soviet Mountain, Naval, NKVD, and Allied Divisions and Brigades 1941 to 1945, Soviet Order of Battle World War II, Vol. VII, 1995, pp 3-4
  3. Sharp, "Red Death", pp 14-15
  4. Sharp, "Red Death", pp 14-15
  5. Sharp, "Red Swarm", Soviet Rifle Divisions Formed From 1942 to 1945, Soviet Order of Battle World War II, Vol. X, 1996, p 52
  6. Sharp, "Red Swarm", p 52
  7. Sharp, "Red Swarm", pp. 52-53
  8. John Erickson, The Road to Stalingrad, George Weidenfeld and Nicolson, Ltd., London, UK, 1975, pp. 438-39
  9. Sharp, "Red Swarm", p. 53
  10. Sharp, "Red Swarm", p 53
  11. Sharp, "Red Swarm", p 53
  12. Sharp, "Red Swarm", p 53
  13. Feskov et al 2013, p. 408.


  • Feskov, V.I.; Golikov, V.I.; Kalashnikov, K.A.; Slugin, S.A. (2013). Вооруженные силы СССР после Второй Мировой войны: от Красной Армии к Советской [The Armed Forces of the USSR after World War II: From the Red Army to the Soviet: Part 1 Land Forces] (in Russian). Tomsk: Scientific and Technical Literature Publishing. ISBN 9785895035306. 
  • Main Personnel Directorate of the Ministry of Defense of the Soviet Union (1964). Командование корпусного и дивизионного звена советских вооруженных сил периода Великой Отечественной войны 1941 – 1945 гг [Commanders of Corps and Divisions in the Great Patriotic War, 1941–1945] (in Russian). Moscow: Frunze Military Academy.  p. 168
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