The 338th Rifle Division was first formed in September 1941, as a standard Red Army rifle division, at Penza. This formation took part in the early stages of the winter counteroffensive and made gains in the direction of Vyazma before being cut off behind German lines in February and largely destroyed by May. The division was formed again in June, once again in the Western Front, and proved itself a stolid and reliable unit in the often frustrating battles east and west of Smolensk and into the Baltic states over the next two and a half years. After taking part in the conquest of East Prussia in 1945, the 338th, along with the rest of its 39th Army, was railed all the way to the far east to join in the Soviet invasion of Manchuria in August.
1st Formation
The division started forming on September 9, 1941, at Penza in the Volga Military District. Col. Vladimir Georgievich Kuchinev was appointed to command on the same day and he would hold that command through the entire 1st Formation and well into the 2nd. Its basic order of battle was as follows: 1134th Rifle Regiment 1136th Rifle Regiment 1138th Rifle Regiment 910th Artillery Regiment After about a month, the division was assigned to 26th Army in the Reserve of the Supreme High Command. When this Army was moved north in November the 338th remained behind as a separate division in the Reserve. In mid-December the division was assessed as combat-ready and was assigned to 33rd Army in the central sector of Western Front.
Battle of Moscow
In its first operation the division was assigned to the Army's shock group for an attack on the Naro-Fominsk - Kamenskoe sector at dawn on December 18. Each division of the shock group had 10 tanks in support. The German front along this sector had been in their hands for two months and was extensively fortified. After an hour-long artillery preparation the 338th's assault managed to liberate the village of Sliznevo on the east bank of the Nara River but got no farther that day or the following due to stubborn enemy resistance. No other units made appreciable gains, and 33rd Army's offensive was shut down on December 20.
After regrouping, the 338th joined in an attack in January, 1942, straight west through the overstretched and depleted German 4th Army through Mozhaisk towards Vyasma. In February this penetration became a trap when a German counter-thrust cut off 33rd Army behind German lines. By April the Army was being slowly ground down in its positions in the woods east of Vyasma, dependent on small-scale air supply; the Army commander, Lt. Gen. Mikhail Grigoryevich Yefremov, took his own life to avoid capture when a breakout attempt failed. Over the following months small groups and individuals of the 338th filtered through the German lines to rejoin the Soviet front. On May 24 the division was officially disbanded, and its survivors were incorporated into the 113th Rifle Division of the rebuilding 33rd Army. Colonel Kuchinev was able to escape, with a small command cadre, and soon took command of the division's 2nd formation.
2nd Formation
A new 338th Rifle Division began forming on June 4, 1942, in 43rd Army of Western Front, based on the 18th Rifle Brigade. The order of battle remained the same as that of the first formation.
18th Rifle Brigade
This brigade began forming in September, 1941, in the Oryol Military District, but like its "sister" 17th Brigade had to be evacuated eastwards in October as the German forces approached. In late November it entered the reserves of Western Front, and arrived at the front in late December, joining the advancing 16th Army west of Moscow. In January, 1942 it was reassigned southwards to 43rd Army, still in Western Front, facing the enemy south of the Moscow - Minsk highway and west of Maloyaroslavets. The brigade remained in this Army until it was disbanded.
Battles for Smolensk
Two months later the 338th was reassigned to 49th Army, still in Western Front. During the German Operation Büffel and the Soviet follow-up in the Third Rzhev–Sychevka Offensive Operation, the division was part of an attacking force of about eight rifle divisions and seven tank brigades from 33rd, 49th and 50th Armies, plus two tank corps, that attempted to break through the new German lines at the base of the former Rzhev salient in the direction of Spas-Demensk. In the course of this attack the 338th returned to 33rd Army for a few weeks; after this attempt failed due to appalling terrain conditions and strong German defenses it was moved back to the 49th. It remained there until September, taking part in the offensive that liberated both Spas-Demensk and, eventually, Smolensk.