The 164th Rifle Division was originally formed as an infantry division of the Red Army in the Byelorussian Military District, based on the shtat (table of organization and equipment) of the previous September. In January 1940 it was moved north during the Winter War with Finland, but saw limited combat there. At the start of the German invasion in June 1941 it was in 17th Rifle Corps of 12th Army of the Kiev Special Military District in the Carpathian Mountains along the border with Romania, and so avoided the armored thrusts of Army Group South. Nevertheless, it was forced to retreat in early July as Soviet forces to the north and south fell back or were overrun. Now part of 18th Army of Southern Front the 164th fell back through southern Ukraine into October, when it was finally caught by panzers on the open steppe and scattered. It was effectively destroyed by October 30, but officially remained on the books until nearly the end of December.
A new 164th was created in January 1942 in the Ural Military District based on a 400-series division that began forming the previous month. After forming up until April it was sent west by rail where it was eventually assigned to the 31st Army of Western Front just prior to the summer offensive against the Rzhev salient. During the offensive the division was part of the force that liberated Zubtsov, but was halted before the outskirts of Rzhev. In October the division was moved to 49th Army, and in the spring of 1943 played a limited role in the pursuit of the German forces from the salient. In August it was part of 33rd Army and took a leading role in the grinding battles that eventually liberated Smolensk in September. As the offensive continued the 164th ran up against the German defenses east of Orsha, and it spent several months in heavy fighting along that axis with limited success. Over the winter the 164th was moved, with its Army, somewhat to the north, where it took part in equally frustrating battles attempting to encircle Vitebsk. Western Front was disbanded in April 1944, and the division was reassigned to 39th Army, beginning the summer offensive in 1st Baltic Front. It played a leading role in the final fighting for that city and received its name as a battle honor. With the German front torn open the Front pursued into the "Baltic Gap" through Lithuania during July, and the 164th was awarded the Order of the Red Banner for its part in the liberation of Kaunas. In the following weeks it faced a German counteroffensive near Raseiniai before moving north toward Riga as part of 4th Shock Army. Once this city was taken in mid-October the division was one of many assigned to contain the remainder of Army Group North trapped in the Courland Pocket, and it remained in western Latvia for the duration under several army commands but finally back in 4th Shock. Postwar, it was moved to the South Urals where it was converted to a rifle brigade in 1946.
1st Formation The division first began forming in November 1939, at Orsha in the Byelorussian Military District. Its commander, Sergei Ivanovich Denisov, was promoted to the rank of Kombrig on November 4; he had previously led the 20th Mechanized Brigade. On November 27, while barely formed, the division entrained for Petrozavodsk where it arrived a month later. The Winter War with Finland had begun on November 30, and on January 12, 1940, it was assigned to 1st Rifle Corps in 8th Army. In the first days of March the 164th was included in a force that was to operate against a Finnish grouping in the Loimola area. During this operation Lt. Aleksandr Antonovich Rozka, a member of the Komsomol, distinguished himself sufficiently to become a Hero of the Soviet Union. A platoon commander in the 230th Antitank Battalion, on March 9 he led a group of his men in an attack on a fortified height which led to the capture of two heavy and five light machine guns, plus 40 rifles. He was awarded his Gold Star on May 19, and went on to serve in the defense of Leningrad, eventually reaching the rank of lieutenant colonel before his retirement in 1955. He lived and worked in Kamianets-Podilskyi until his death on January 31, 1970, at the age of 54.https://warheroes.ru/hero/hero.asp?Hero_id=2849. In Russian, English translation available. Retrieved September 3, 2024.
The war ended on March 13, before the division saw much more action. In April it was again loaded up and sent south to the Odessa Military District, where it soon took over a sector of the Prut River along the Romanian border. On January 15, 1941 Kombrig Denisov left the division to become an instructor at the Military Academy of Mechanisation and Motorisation. His rank was modernized to major general of tank troops on November 10, 1942, and in the spring of 1943 he was briefly the acting commander of 1st Guards Mechanized Corps, but he was killed in action on June 22. Col. Anatolii Nikolaevich Chervinskii followed him in command of the 164th.
Prior to the German invasion the division was assigned to 12th Army's 17th Rifle Corps, which also contained the 60th and 96th Mountain Rifle Divisions.Combat Composition of the Soviet Army, 1941, p. 12 Its order of battle on June 22, 1941, was as follows: 531st Rifle Regiment 620th Rifle Regiment 742nd Rifle Regiment 494th Artillery Regiment 473rd Howitzer Artillery Regiment (until October 20, 1941)Charles C. Sharp, "Red Legions", Soviet Rifle Divisions Formed Before June 1941, Soviet Order of Battle World War II, Vol. VIII, Nafziger, 1996, p. 81 230th Antitank Battalion 180th Antiaircraft Battalion 144th Reconnaissance Battalion 186th Sapper Battalion 213th Signal Battalion 140th Medical/Sanitation Battalion 43rd Chemical Defense (Anti-gas) Platoon 172nd Motor Transport Battalion 84th Field Bakery 187th Divisional Artillery Workshop 1669th Field Postal Station 1090th Field Office of the State Bank By this time the division's main body was centered to the south of Khotyn.Artyom Drabkin and Alexei Isaev, Barbarossa Through Soviet Eyes, trans. C. Summerville, Pen & Sword Books Ltd., Barnsley, UK, 2012, p. xiii It had 9,930 personnel on strength and was actually over-equipped with 10,444 rifles, 3,621 semi-automatic rifles, 400 submachine guns, 439 light machine guns, 195 heavy machine guns, 58 45mm antitank guns, 38 76mm cannon and guns, 28 122mm and 12 152mm howitzers, 151 mortars of all calibres, 283 trucks, 29 tractors, and 1,921 horses. Its main shortage was motorized transport.Sharp, "Red Legions", p. 81 Operation Barbarossa Late on June 21 the commander of Kiev Special Military District (soon Southwestern Front), Col. Gen. M. P. Kirponos, began sending orders to his armies to open their "red packets" of wartime instructions even though he had not yet been authorized to do so by the STAVKA. Under these instructions the 17th Corps was to move some 100km across wooded, mountainous terrain to take up positions along the frontier. The chief of staff of 12th Army, Gen. B. Arushnya, spoke to Kirponos by phone around 0400 hours on June 22, reporting that the situation along the Army's sector was "still quiet". An hour later he was contacted by Kirponos' chief of staff:Once it reached the Prut the 17th Corps was facing elements of the Romanian 3rd Army, which had already attempted to force crossings with no success. On June 25 the division was transferred with its Corps to the 18th Army which was being formed in Southern Front (former Odessa Military District).Combat Composition of the Soviet Army, 1941, p. 17 The 164th would remain under these commands until it was disbanded.Sharp, "Red Legions", p. 81
Beginning on July 1 the Romanians renewed their efforts to force the river, particularly at the Lipcani–Rădăuți-Prut Bridge. Chervinskii had been under orders to preserve the crossing for a planned offensive into Romania, but this turned into a stalemate where machine gun and mortar fire prevented both sides from crossing or destroying it. After taking losses, including two tanks, the Romanian force switched its attention to Novoselitsy, which was held by the 144th Reconnaissance Battalion and included a lodgement on the "Romanian" side of the river. An artillery duel ensued; this ended about 2200 hours after which the scouts reported sounds indicating an attack was imminent. In fact, this was a ruse to cover a crossing attempt by German troops on another sector, but it also failed. The 164th held off all Axis crossing operations until July 5, after finally destroying the bridge, but due to other Soviet forces falling back to the north and south it was forced to retreat to the Dniestr River, which it crossed on the night of July 5/6.A. Sviridov, "Battalions Enter the Battle", Voenizdat, Moscow, 1967
By July 7, 17th Corps had taken up positions southwest of Kamianets-Podilskyi, and by four days later it had retreated past that place, now facing the Hungarian VIII Army Corps. As of July 14 the 164th was attempting to hold a sector on the Dniestr on the right flank of 55th Rifle Corps' 169th Rifle Division. By now the 60th Mountain Division had become detached from 17th Corps and rejoined 12th Army;David Stahel, Kiev 1941, Cambridge University Press, Cambridge, UK, 2012, pp. 78-79 as a result it would be encircled in the Uman Pocket in early August and destroyed. As the retreat continued, elements of this and other divisions of 17th Corps came under Chervinskii's command, including the 651st Mountain Rifle Regiment of 96th Mountain Division.Sharp, "Red Legions", p. 81 Retreat through south Ukraine By July 27 the 164th was organizing to cross the Southern Bug River in the vicinity of Haivoron. Chervinskii exercised insufficient supervision over the operation, and the bridge was destroyed prematurely, leaving most of the 494th Artillery Regiment (20 cannon, 12 mortars, two tractors, three motor vehicles, and part of the supply train) plus many of the personnel of 651st Mountain Regiment, isolated on the west bank. On October 17 he was replaced by Lt. Col. Vladimir Yakovlevich Vladimirov, and two days later he was tried by a military tribunal of 18th Army, found guilty of negligence, and sentenced to eight years in a labor camp, deferred until the end of military operations. From the end of the month he commanded two rifle regiments of the 51st Rifle Division before being made commander of the 78th Naval Rifle Brigade in February 1942. In June this brigade served as the basis of the new 318th Rifle Division and Chervinskii remained in command, but became missing in action in July during the early stages of the German summer offensive.A. Sviridov, "Battalions Enter the Battle", Voenizdat, Moscow, 1967
Southern Front largely escaped the debacle suffered by Southwestern Front east of Kiyv in September and the 164th continued to retreat with 18th Army during this period. Following this victory the OKH ordered Army Group South to attack simultaneously toward Kharkiv, the Donbas, and Rostov-on-Don, with its left wing forces, while the right wing encircled Southern Front and invaded the Crimea. 1st Panzer Army attacked off the march from the Poltava area and soon smashed the defenses of 12th Army before exploiting toward Melitopol, encircling six divisions of the Front's 18th and 6th Armies on October 7. Over the next three days elements of the 18th were able to break out toward Taganrog, pursued by panzers which halted on the Mius River to regroup on October 13.David M. Glantz, Before Stalingrad, Tempus Publishing Ltd., Stroud, UK, 2003, pp. 151-52 During this fighting the division was effectively overrun and scattered, and Lt. Colonel Vladimirov officially left his command on October 30.Sharp, "Red Legions", p. 81 However, in common with most divisions of Southwestern and Southern Fronts that were destroyed in this period, the 164th was not finally written off until December 27.
2nd Formation