The 146th Rifle Division was formed for the first time as a Red Army rifle division in August 1939, based on the shtat (table of organization and equipment) of the following month, in the Ukrainian Military District as part of a major build-up of the Army prior to the start of World War II. Very soon after being formed it was part of the Soviet force that invaded eastern Poland, and the next year also took part in the occupation of Romanian territories in Bessarabia and northern Bukovina. After the start of the German invasion in 1941 it was assigned to 6th Army in Southwestern Front, then reassigned to 26th Army before defending the approaches to Kyiv as part of 37th Army for several weeks until being surrounded and destroyed in September east of the city.

A second formation began in January 1942, based on a pair of partly formed 400-series divisions, in the Moscow Military District, and entered the fighting as part of 50th Army of Western Front in the last stages of the winter counteroffensive in front of Moscow. It suffered heavily in this fighting and then remained on relatively quiet sectors as part of 49th Army until the withdrawal of German 9th Army from the Rzhev salient. It was service in the same Army in the 1943 summer offensive that liberated Smolensk, and was the first Soviet unit into Spas-Demensk in late August. It was then shifted north after being refitted in the Reserve of the Supreme High Command and came under command of 2nd Baltic Front's 3rd Shock Army, fighting under those commands in the later stages of the battle for Nevel. By the start of the summer offensive in 1944 it had fought its way to the northern part of the Panther Line, east of Ostrov, and during that offensive, under command of 1st Shock Army of 3rd Baltic Front, took part in the liberation of that town, for which it was awarded a battle honor. Shortly after, during the advance through Estonia, it was also awarded the Order of the Red Banner. When 3rd Baltic was disbanded in October the 146th returned to 3rd Shock, which was transferred to 1st Belorussian Front just prior to the winter offensive into Poland and Pomerania. 3rd Shock was tasked with a leading role in the final battle for Berlin, and the division ended the war fighting in the streets of the German capital, winning further distinctions. It saw postwar duty in the Group of Soviet Forces in Germany, before moving to Ukraine in early 1946 and being disbanded in June.

1st Formation The first 146th Rifle Division began forming on August 16, 1939, at Berdychiv in the Ukrainian Military District, under command of Kombrig Ivan Mikhailovich Gerasimov. This officer had previously led the 10th Rifle Division. The division was barely formed when it joined the active army on September 17 as part of Ukrainian Front's 13th Rifle Corps as part of the force that invaded eastern Poland. The following June it was under Southern Front's 36th Rifle Corps when Bessarabia and northern Bukovina were occupied. Just prior to this, Gerasimov's rank was modernized to that of major general.

At the time of the German invasion its order of battle was as follows: 512th Rifle Regiment 608th Rifle Regiment 698th Rifle Regiment 280th Artillery RegimentCharles C. Sharp, "Red Legions", Soviet Rifle Divisions Formed Before June 1941, Soviet Order of Battle World War II, vol. VIII, Nafziger, 1996, p. 73 717th Howitzer Regiment 211th Antitank Battalion 476th Antiaircraft Battalion 126th Reconnaissance Battalion 119th Sapper Battalion 226th Signal Battalion 171st Medical/Sanitation Battalion 93rd Chemical Defense (Anti-gas) Platoon 133rd Motor Transport Battalion 101st Field Bakery 226th Field Postal Station 352nd Field Office of the State Bank The division was still in 36th Corps, which also contained the 140th and 228th Rifle Divisions. The Corps was in reserve, away from the border, spread from Zhytomyr to south of Shepetivka, with the 146th roughly in the middle near the Sluch River.Artyom Drabkin and Alexei Isaev, Barbarossa Through Soviet Eyes, trans. C. Summerville, Pen & Sword Books Ltd., Barnsley, UK, 2012, p. xiii By the evening of June 23 it had moved up to Tereshki, and by June 27 it was operating alongside the 14th Cavalry Division, defending the Kremenets area against German tanks and motorized infantry. By the end of June 36th Corps had lost the 228th and had been assigned to 6th Army in Southwestern Front.Combat Composition of the Soviet Army, 1941, p. 16

On June 29 the Front commander, Col. Gen. M. P. Kirponos, criticized the performance of 36th Corps, stating in part:By the middle of July the Corps was facing the German XXXXIV Army Corps northeast of Khmilnyk,David Stahel, Kiev 1941, Cambridge University Press, Cambridge, UK, 2012, pp. 84-85 but in late July the division was reassigned to 26th Army, no longer under a corps command but still in Southwestern Front;Combat Composition of the Soviet Army, 1941, p. 33 it thus avoided the encirclement of 6th Army near Uman. General Gerasimov had commanded the Kiev Fortified Region from January 1938 - August 1939, so it was logical to reassign his division to 37th Army, fighting in the defense lines on the direct northern approaches to Kyiv.Stahel, Kiev 1941, p. 210 This position gave the men and women of the 146th virtually no hope of escape from the German encirclement, and the division was destroyed in September.Sharp, "Red Legions", p. 73

Gerasimov was captured on September 19 while attempting to escape the pocket and was replaced by Col. Aleksandr Nikolaevich Alekseev. He would remain in captivity until he was freed by American forces on May 4, 1945. He was immediately made part of the Soviet Military Mission in Paris, but before the end of the month came under an investigation that lasted into December when he was arrested and imprisoned, eventually being released on August 1, 1953, in the wake of Stalin's death. He had been dismissed from the Red Army in late 1946, but in 1956 he was officially rehabilitated and shortly after reinstated in the Army with his former rank. He retired on March 5, 1957, and lived until April 19, 1968. His destroyed division officially remained on the Soviet order of battle until December 27, 1941, when it was removed.Sharp, "Red Legions", p. 73

2nd Formation The second 146th Rifle Division officially began forming on January 19, 1942, in the Moscow Military District, based on the 1st formation of the 416th Rifle Division.Sharp, "Red Swarm", Soviet Rifle Divisions Formed From 1942 to 1945, Soviet Order of Battle World War II, vol. X, Nafziger, 1996, p. 55 The new division also incorporated the provisional 468th Rifle Division, which had begun forming in December,Walter S. Dunn Jr., Stalin's Keys to Victory, Stackpole Books, Mechanicsburg, PA, 2006, p. 100 at Kagami in the Central Asian Military District, presumably with a large number of Kazakh or Uzbek recruits. The amalgamation of these two bodies took place at Venyov in January. The order of battle was similar to that of the previous formation: 512th Rifle Regiment 608th Rifle Regiment 698th Rifle Regiment 280th Artillery RegimentSharp, "Red Swarm", p. 55 211th Antitank Battalion 126th Reconnaissance Company 149th Sapper Battalion 249th Signal Battalion (later 226th Battalion, 215th Company, 249th Company) 171st Medical/Sanitation Battalion 501st Chemical Defense (Anti-gas) Company 133rd Motor Transport Company 517th Field Bakery 882nd Divisional Veterinary Hospital 1718th Field Postal Station 1073rd Field Office of the State Bank Lt. Col. Yury Vladimirovich Novoselskii, who had been leading the 416th since it had begun forming, remained in command after the redesignation. This veteran officer had been in command of the 2nd Mechanized Corps at the outbreak of the war, and after this was disbanded in August became the Red Army's Inspector of Tank Forces. The new division remained in Moscow District in February, then moved to the Reserve of the Supreme High Command, joining the active army on March 24 in the Western Front reserves before being assigned to 50th Army in that front on April 11.Combat Composition of the Soviet Army, 1942, pp. 35, 54, 64, 83 Attempt to relieve 1st Guards Cavalry On January 9-10 elements of 50th Army and the 1st Guards Cavalry Corps had outflanked the German positions at Yukhnov, eventually surrounding them on three sides while the cavalry reached out to cut the MoscowMinsk highway in the German rear, then, finding a gap in the German lines, raided toward Vyazma on January 28. In early February the forces of Army Group Center began counterattacking along all axes of Red Army operations and managed to hold Vyazma as Soviet forces were short of food, ammunition, and all other supplies. The Soviet positions north and south of Yukhnov were also retaken. The Front commander, Army Gen. G. K. Zhukov, ordered his 43rd, 49th and 50th Armies to restore the situation there, and on March 5 that place was taken. However, many Soviet forces, including 1st Guards Cavalry, were still trapped in the German rear.Svetlana Gerasimova, The Rzhev Slaughterhouse, ed. & trans. S. Britton, Helion & Co., Ltd., 2013, pp. 32, 38-39, 41, 45

The 146th entered this situation when it replaced the 173rd Rifle Division near Mosalsk on April 11. Three days later it attacked, with other units of 50th Army, in an effort to cross the MoscowMinsk highway at the villages of Fomino-2 and Zaitseva Gora in order to link up with 1st Guards Cavalry. At one point only 2,000m remained to be crossed, but on April 15 German reserves threw the attack back,Gerasimova, The Rzhev Slaughterhouse, p. 48 at a cost to the division of perhaps 75 percent of its "bayonets" (riflemen and sappers). It was pulled from the line and replaced by the 58th Rifle Division. On June 20 General Novoselskii was placed at the disposal of Marshal K. E. Voroshilov, and in November was made commander of Tank Forces for Bryansk Front. He would hold several corps commands in 1943-45 and retired in 1950. The new commander of the 146th was Maj. Gen. Nikolai Ivanovich Orlov, who had been in command of the 5th Guards Rifle Corps. He was in turn replaced on January 17, 1943, by Col. Dmitri Arsentovich Dulov, who had been serving as the division's chief of staff.

The division continued to serve on 50th Army's relatively quiet sector until March 1943.Sharp, "Red Swarm", pp. 55-56 In that month, the division was on the right flank of its army during the Third Rzhev–Sychevka Offensive Operation, following up the withdrawal of German 9th Army from the Rzhev salient. Following this it was transferred to the adjacent 49th Army for a larger-scale offensive towards Spas-Demensk, but this was suspended by April 1.Glantz, After Stalingrad, Helion & Co., Ltd., Solihull, UK, 2009, pp. 333-37 By this time the 146th had been transferred to the 49th.

Operation Suvorov