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.