The 138th Rifle Division was twice formed as an infantry division of the Red Army, first as part of the buildup of forces immediately after the start of World War II in Europe. The first formation was based on the shtat (table of organization and equipment) of September 13, 1939 and under this organization it took part in the Winter War against Finland, arriving at the front north of Leningrad in December and performing so capably in the battles in early 1940 that it was awarded the Order of the Red Banner. Following this it was converted to serve for two years as a mountain rifle division in the Caucasus region. Following Operation Barbarossa and the German invasion of the Crimea elements of the division were committed to amphibious landings behind enemy lines in early 1942 but these proved abortive. Soon after the 138th was converted back to a standard rifle division. Arriving on the southern approaches to Stalingrad in late July the division fought in this area through August and into September before it was assigned to 62nd Army and shipped into the factory district in mid-October. Well into November it played a leading role in defending the Barricades (Barrikady) ordnance factory, eventually becoming isolated in a thin strip of land between the factory and the Volga which became known as "Lyudnikov's Island" after its commanding officer. Following the Soviet counteroffensive that encircled the German 6th Army and other Axis forces in and near Stalingrad the division restored contact with the rest of its Army and then helped eliminate its trapped foes, for which it was raised to Guards status as the 70th Guards Rifle Division.
A new 138th was raised in May 1943 under the "shtat" of December 10, 1942, based on two rifle brigades, one of which was naval infantry from the Leningrad area and one of which was from central Asia. It first saw action in the advance through eastern Ukraine following the Battle of Kursk, and took part in the battle for the Korsun–Cherkassy Pocket. Later in 1944 it drove into the western Ukraine, eventually into the foothills of the Carpathian Mountains, and from the autumn of that year until the spring of 1945 advanced through the difficult terrain of Slovakia, winning its own Order of the Red Banner in the process and ending the war in eastern Moravia. This formation of the division was disbanded shortly after the fighting ended.
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/Sanitation Battalion The division was under the command of Kombrig Aleksandr Ivanovich Pastrevich, but he was replaced in December by Kombrig Aleksandr Aleksandrovich Khadeev.
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 took part in the renewed offensive that began with concentrated artillery bombardments on February 1, 1940. Concentrated on a 16km front that stretched from Summa to the Lähde road to the Munasuo Swamp, nine rifle divisions backed by five tank brigades attacked on February 11 and by the 15th the Finnish forces were withdrawn to the intermediate line. This line was reached by advance forces of 7th Army late on the 16th but was not strong enough to delay the Soviet advance for more than a few days.William R. Trotter, A Frozen Hell, Workman Publishing, New York, NY, 1991, pp. 206-07, 242-43 When the fighting was over, the division had collectively won the Order of the Red Banner, and three officers were awarded the Gold Star of Heroes of the Soviet Union. Conversion to Mountain Division Between March 14 and April 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: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 344th Mountain Rifle Regiment (newly formed) 554th Mountain Rifle Regiment (from 554th Rifle Regiment, until March 1, 1942) 650th Mountain Rifle Regiment (from 650th Rifle Regiment) 768th Mountain Rifle Regiment (from 768th Rifle Regiment) 295th Artillery Regiment (from 295th Light Artillery Regiment) 536th Howitzer Regiment (added to division following the Winter War) 284th Antitank Battery 76th Antiaircraft Battery (later 326th Antiaircraft Battalion) 292nd Mortar Battalion 155th Cavalry Reconnaissance Squadron (from 155th Reconnaissance Battalion) 179th Sapper Battalion (as previous) 203rd Signal Battalion (as previous) 41st Machine Gun Battalion (later 82nd Machine Gun Battalion) 135th Medical/Sanitation Battalion (as previous) 214th Chemical Defense (Anti-gas) Company 408th Motor Transport Company (newly formed)Sharp, "Red Death", pp. 14-15 115th Field Bakery 269th Divisional Veterinary Hospital 223rd Remount Detachment 464th Field Postal Station 51st Field Office of the State Bank Kombrig Yakov Andreevich Ishchenko had been in command of the division through most of 1940 and had his rank modernized to major general on June 4. At the outbreak of war with Germany on June 22, 1941, the 138th was near Leninakan in the 23rd Rifle Corps of Transcaucasian Military District, and became part of 45th Army in July.Combat Composition of the Soviet Army, 1941, pp. 12, 20, 27, 36 General Ishchenko gave up his command on September 22 and was replaced three days later by Col. Pavel Maksimovich Yagunov; Ishchenko would remain in staff positions for the duration of the war. Crimean Operations In October the division was shifted to 46th Army, and added the 82nd Machine-gun Battalion to its order of battle on the 10th. On December 25 it went into the 'active army' in the 47th Army of Crimean Front.Sharp, "Red Death", p. 15 Overnight on December 28/29 elements of the 44th Army staged a successful amphibious landing at the German-held port of Feodosiya on the Kerch Peninsula. While the operation soon secured the port, by January 1, 1942 the Soviet lodgement of three rifle divisions with about 23,000 men had been contained by the German XXXXII Army Corps about 18km to the west. Meanwhile, the commander of German 11th Army, Gen. of Inf. E. von Manstein, made preparations to eliminate the Soviet bridgehead.Robert Forczyk, Where the Iron Crosses Grow, Osprey Publishing, Oxford, UK, 2014, pp. 106-07, 110, 114-15
Meanwhile, the commander of Crimean Front, Lt. Gen. D. T. Koslov, was making preparations to divert Manstein's reserves. A further landing by 218 men of the 226th Mountain Rifle Regiment (63rd Mountain Rifle Division) was made on the night of January 5/6 near Sudak, about 40km southwest of Feodosiya. As a diversion this was unsuccessful as Manstein's counterattack on Feodosiya began at dawn on January 15 but in the face of this Kozlov chose to send the rest of the 226th Regiment to Sudak. By January 20 the Soviet forces at Feodosiya had been forced back to the Parpach Narrows and both sides dug in while German and Romanian troops were dispatched to deal with the situation at Sudak. In "an arrant display of stupidity" Koslov decided to reinforce failure and on the night of January 24/25 Maj. S. I. Zabrodotsky's 554th Mountain Rifle Regiment was landed there, followed by an additional 1,300 troops the next night. Despite this the commander of XXX Army Corps reported on January 28 that the Sudak bridgehead had been eliminated. About 2,000 Red Army troops were killed, nearly half of whom had been taken prisoner before being executed, a few hundred were evacuated by sea and most of the remainder disappeared into the mountains, with perhaps 350-500 joining partisan groups.Forczyk, Where the Iron Crosses Grow, pp. 114-19. Sharp states the 650th Regiment made the landing. This appears to be an error as the 554th was disbanded at the beginning of March. Sharp gives the date of the landing as January 15.
The balance of the division fought under 51st Army in February and March, suffering heavy losses until being pulled back into reserve near Kerch. On March 24 Colonel Yagunov was replaced in command by Col. Mikhail Yakovlevich Pimenov. The division began reforming on March 30, and on April 8 it was once again officially the 138th Rifle Division. Its remaining mountain rifle regiments became standard rifle regiments and the 292nd Mortar Battalion was added.Sharp, "Red Swarm", Soviet Rifle Divisions Formed From 1942 to 1945, Soviet Order of Battle World War II, Vol. X, 1996, p. 52 One month later, German 11th Army began Operation Trappenjagd into the eastern end of the peninsula. The 138th escaped relatively intact from the Kerch Naval Base, evacuating to Krasnodar on the night of May 19/20.Sharp, "Red Swarm", p. 52
Battle of Stalingrad On May 16 the division came under the command of Col. Ivan Ilich Lyudnikov, who had been in command of the 200th Rifle Division at the time of the German invasion. After recovering from severe wounds he had led several divisions in the Caucasus region, including the 63rd Mountain. In late June the German forces launched Operation Blue, aiming for, among other objectives, the city of Stalingrad. As forces of Southern Front moved north to Stalingrad Front's positions along the middle Don River in mid-July the STAVKA ordered North Caucasus Front to reinforce its positions east of Rostov-na-Donu with the 138th and the 115th Cavalry Division from 51st Army. On July 31 the 4th Panzer Army began an advance on the Abganerovo axis. This struck the 138th and 157th Rifle Divisions, tearing apart their defenses east of the Don and forcing them to withdraw in considerable disorder toward Kotelnikovo.David M. Glantz, To the Gates of Stalingrad, University Press of Kansas, Lawrence, KS, 2009, pp. 189, 276-77 Fighting on the Approaches Late on August 2 the commander of 64th Army, Maj. Gen. M. S. Shumilov, created the Southern Operational Group under command of his deputy, Lt. Gen. V. I. Chuikov. The next day Shumilov ordered the 138th and 157th to reinforce this Group, which was to defend the line of the Aksai River. By nightfall on August 4 Chuikov's Group had proven incapable of maintaining a coherent defense over a front of 60km with divisions that had from 1,500 - 4,500 men each (the 138th had 4,200 on strength), with a total of about 40 tanks and 300 guns and mortars in support. Unless something was done, German forces could advance on Stalingrad virtually unimpeded. In response, in order to improve command and control, the STAVKA split Stalingrad Front and created Southeastern Front effective August 7 and 51st Army, with the 138th, was subordinated to the latter, although the division remained part of Group Chuikov. It was currently holding its defense along the Aksai, at Gorodskii and Novoaksaysky.Glantz, To the Gates of Stalingrad, pp. 279-85, 554