The 128th Rifle Division was first formed as an infantry division of the Red Army on August 19, 1939, in the Urals Military District, based on the shtat (table of organization and equipment) of the following month. It was formed mostly of personnel of Uzbek nationality and was known as an "Uzbek" division until 1941. After seeing brief service in the war against Finland in early 1940 as part of 8th Army it remained in the Leningrad area and then the occupied Baltic states, being assigned to 11th Army in Lithuania in early 1941. In the opening hours of the German invasion it was outflanked to the north and south by panzer formations. It managed to evade or break out of encirclement over the following weeks, making its way to the east toward Leningrad, briefly becoming part of 27th Army, and then 48th Army to the north of Lake Ilmen. This Army was driven aside by German motorized forces in late August and early September, leading to the encirclement of the city, with the 128th outside the pocket south of Lake Ladoga. It was soon reassigned to the new 54th Army. It played a minor role in the first attempt to recapture Sinyavino in October, and over the following months fought to maintain its positions along the Volkhov River, moving to 8th Army in January 1942 and then, with that Army, to Volkhov Front in June. Under these commands it attacked again toward Sinyavino in late August but was halted after initial gains, after which the penetration was cut off and the division was forced to escape with heavy losses. After moving to 2nd Shock Army it returned to 8th Army, then back to 2nd Shock prior to the offensive in January 1943 which partially broke the blockade. During September, as part of 67th Army, back in Leningrad Front, it played a marginal role in the fighting that finally took Sinyavino. The front stabilized over the following months and the 128th returned to 2nd Shock in order to stage out of the Oranienbaum Bridgehead at the start of the offensive that drove Army Group North from the gates of Leningrad in January 1944, but was soon reassigned to 42nd Army in the same Front for the advance toward the Panther Line, where it stalled for several months. In July it took part in the fighting for the city of Pskov and won its name as a battle honor. Following this victory it began advancing into Estonia before being removed to the Reserve of the Supreme High Command where it was rebuilt as it moved into Poland to join the 21st Army in 1st Ukrainian Front. Early in the offensive into Silesia in January 1945 the division was recognized for its role in taking the city of Hindenburg with the Order of the Red Banner. During March it took part in the Upper Silesian Offensive and three of its regiments were recognized with decorations. In the very last days of the war it was marching on Prague, and by July it was disbanded.

Formation The division was formed in Sverdlovsk Oblast in the Urals Military District on August 19, 1939, based on a cadre from the 65th Rifle Division's 311th Rifle Regiment. Kombrig Aleksandr Semyonovich Zotov, who had been serving as deputy commander of the 97th Rifle Division, was given command the same day; he would have his rank modernized to that of major general on June 4, 1940. The majority of the division's recruits were from Uzbekistan and was referred to as an "Uzbek" division prior to 1941. It saw limited service in February/March 1940 during the last stages of the Winter War against Finland as part of 14th Rifle Corps on the Loimola axis. At the time of the German invasion on June 22, 1941, the division was under direct command of 11th Army.Combat Composition of the Soviet Army, 1941, p. 7 Its order of battle was as follows: 374th Rifle Regiment 533rd Rifle Regiment 741st Rifle Regiment 292nd 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. 65 481st Howitzer Artillery Regiment (until September 11, 1941) 251st Antitank Battalion 349th Antiaircraft Battery (later 260th Battalion, until February 1, 1943) 391st Mortar Battalion (from November 2, 1941, until November 5, 1942) 119th Reconnaissance Company (later 119th Battalion) 148th Sapper Battalion 212th Signal Battalion (later 212th Signal Company) 132nd Medical/Sanitation Battalion 267th Chemical Defense (Anti-gas) Company (later 207th) 215th Motor Transport Company (later 76th Battalion) 332nd Field Bakery (later 116th Motorized Field Bakery) 492nd Divisional Veterinary Hospital 48687th Field Postal Station (later 54th) 5473rd Field Office of the State Bank (later 655th) At this time it was the extreme left flank division of the Baltic Special Military District from the Lithuania/Belarus border to a point northwest of Seirijai, where it tied in to the 126th Rifle Division.Artyom Drabkin & Alexei Isaev, Barbarossa Through Soviet Eyes, trans. C. Summerville, Pen & Sword Books, Ltd., Barnsley, UK, 2012, p. xi General Zotov had his headquarters in a forest 5km west of that place, with elements of the division spread along the border from Lazdijai to Simnas.Sharp, "Red Legions", p. 65 The forward detachment along the border consisted of the 741st Regiment and the 2nd Battalion of the 374th Regiment; the 292nd Artillery covered the approaches to Seirijai.

The District commander, Col. Gen. F. I. Kuznetsov, had disregarded the instructions of the NKO and General Staff to avoid any action that might be taken as a provocation. On June 15, alarmed by intelligence reports of the German buildup, issued orders to increase force readiness along the frontier. Without directly mentioning the buildup he stated, "Today, as never before, we must be fully combat ready. Many commanders do not understand this. But all must firmly and clearly understand that at any moment we must be ready to fulfill any combat mission." After receiving further intelligence two days later Kuznetsov ordered his forces to full military readiness on June 18. While his actions were brave in going against orders from the top and militarily correct, it's unlikely that they made any real difference when the war began.David M. Glantz, Stumbling Colossus, University Press of Kansas, Lawrence, KS, 1998, pp. 104-05

Baltic Operation The boundary between the Baltic and Western Special Military Districts (soon redesignated as Northwestern and Western Fronts) was known to German intelligence and was an obvious place for 12th Panzer Division of 3rd Panzer Group's LVII Motorized Corps to break through the Soviet front. The XXXIX Motorized Corps was deployed to penetrate at the junction of the 128th and 126th Divisions. Altogether the 3rd Panzer Group deployed over 600 tanks in a formation that was intended to guard against counterattacks by tanks and infantry. Gen. H. Hoth later wrote:Individual battalions at the border were pushed aside and larger units were bypassed, leaving the 128th outflanked north and south. 7th Panzer Division was close to Kalvaria by 0800 hours and aiming for the bridges over the Neman River at Alytus. While the panzers swept to the rear the division faced the elements of the 5th and 35th Infantry Divisions of V Army Corps. By the evening 11th Army had largely been scattered, and Kuznetsov reported to Moscow that the 128th had been encircled, with no accurate information on its situation available.Drabkin & Isaev, Barbarossa Through Soviet Eyes, pp. xi, 41-42, 45

In the event, General Zotov managed to reorganize his troops so that most of them were able to "slide away" to the east behind the armored spearheads. As of July 10 it was assigned to the 24th Rifle Corps of 27th Army, still in Northwestern Front.Combat Composition of the Soviet Army, 1941, p. 23 On July 26 Zotov was taken prisoner near Minsk after being wounded in the arm. He was initially sent to a prison camp at Suwałki, but spent most of the war in Sachsenhausen concentration camp. Upon his release in May 1945 he was arrested, investigated, and cleared of any wrongdoing in December, and from 1947 until his retirement in 1954 he served as head of the military department of the Saratovsk Law Institute. Col. Fyodor Ivanovich Komarov, Zotov's chief of staff, took over the scattered remnants of the 128th and led them past Kaunas toward Daugavpils. As of August 1 it was assigned to 16th Rifle Corps, which made up the largest part of the Novgorod Operational Group.Combat Composition of the Soviet Army, 1941, p. 31 Defense of Leningrad On August 7 the 48th Army was formed in Northwestern Front, which consisted of the 1st People's Militia (DNO) Division, the 70th, 128th, and 237th Rifle Divisions (16th Corps was disbanded at around this time), 1st Mountain Rifle Brigade and 21st Tank Division. The Army was responsible for defending the Front's left flank north of Lake Ilmen. The German I and XXVIII Army Corps resumed the advance toward Leningrad on August 10 along the Novgorod axis. The two Corps tore through the partially prepared defenses of 48th Army along the Mshaga River and captured Shimsk late on August 12. I Corps captured Novgorod on August 16 and then Chudovo on August 20, cutting the railroad from Leningrad to Moscow. By now the Army was a wreck, with only 6,235 personnel, 5,043 rifles and 31 artillery pieces remaining.Glantz, The Battle for Leningrad 1941 - 1944, University Press of Kansas, Lawrence, KS, 2002, pp. 48, 62

After taking Lyuban on August 25, the 18th and 20th Motorized Divisions of XXXIX Corps advanced simultaneously toward Volkhov, Kirishi, and Mga against 48th Army, attempting to cut the rail line south of Lake Ladoga and link up with Finnish forces east of there. The Army was forced out of Mga, but its commander, Lt. Gen. S. D. Akimov, received orders from the Front to retake it by September 6 at all costs. He had the hastily refitted 128th and 311th Rifle Divisions, 1st Mountain Rifle Brigade, plus an NKVD Rifle Division, available for the task. Mga was retaken on August 30 while the NKVD Division pushed back the attacks of the 122nd Infantry Division at Ivanovskoe and the mouth of the Mga River. The fighting see-sawed the next day as 20th Motorized retook Mga Station, and over the following week drove north against the NKVD and 1st Mountain Brigade. With reinforcements from 12th Panzer it took Sinyavino on September 7, and Shlisselburg the next day, completing the blockade of Leningrad.Glantz, The Battle for Leningrad 1941 - 1944, pp. 65-66

This advance had driven the 128th off to the northeast, taking up positions along the Chernaya River. 48th Army was disbanded, with its forces assigned to the new 54th Army which was assembling at Volkhov under command of Lt. Gen. M. S. Khozin. In this crisis, Army Gen. G. K. Zhukov was sent to take command of Leningrad Front. By September 24 the division had managed to push westward some 8km against the overextended 20th Motorized. After September 30 the front north and south of the city essentially solidified until January 1943.Glantz, The Battle for Leningrad 1941 - 1944, pp. 72, 75-77, 85 It was reported on October 1 that the division had a strength of 2,145 personnel, with just 12 machine guns of all types, eight mortars, and no artillery at all.

Siege of Leningrad On October 12, and again on October 14, the STAVKA ordered Zhukov to plan and carry out a two-pronged operation, beginning on October 20, to break the Shlisselburg corridor, retake Sinyavino, and reopen land communications with the city.Glantz, The Battle for Leningrad 1941 - 1944, p. 92 First Sinyavino Offensive