The 158th Rifle Division was originally formed as an infantry division of the Red Army on September 15, 1939, in the North Caucasus Military District, based on the shtat (table of organization and equipment) of that month. After remaining in that District through 1940 it was moving through Ukraine in June 1941 as part of 19th Army when the German invasion began. Shortly after arriving at the fighting front it was pocketed by forces of Army Group Center west of Smolensk, along with most of its Army. The division fought in semi-encirclement through the latter half of July under command of 16th Army, suffering heavy casualties, before its remnants were able to withdraw across the Dniepr River in the first days of August. These came under 20th Army briefly before the 158th was disbanded by August 15.

The second division of this number was designated in January 1942 from the 5th Moscow Workers Rifle Division, which had been defending the Soviet capital since the previous November. After a brief period of reorganization it was assigned to the 22nd Army of Kalinin Front deep inside the Toropets salient. In April it was reassigned to 30th Army, then to 39th Army in August, and it was under this command in November and December during Operation Mars, taking part in the difficult fighting at the northern tip of the Rzhev salient. It made minor gains here at considerable cost, and in March 1943 followed up the German evacuation. After a pause through the spring it took part in the August offensive to retake Smolensk, and when this was accomplished the 158th advanced toward Vitebsk, winning a battle honor in the process. During the hard-fought battles of the winter and spring near this city, as part of the 84th Rifle Corps, it made minor gains while taking significant casualties. When the summer of 1944 offensive began it was positioned to the southeast of Vitebsk, and within days assisted the 145th Rifle Division in clearing the city of German forces; in recognition it was awarded the Order of the Red Banner. Following this it advanced into Lithuania as part of 1st Baltic Front. In August it received the Order of Suvorov for its part in the battle for Kaunas, but later that month one of its rifle regiments was encircled and largely destroyed during a German counteroffensive. The remaining regiments gained distinctions in the final fighting near Riga in October, but as the Soviet advance continued the 158th remained in Lithuania, eventually being rebuilt in March 1945 from the disbanded 145th, inheriting the latter's awards. Once this was complete it moved into Germany with 14th Rifle Corps to join 2nd Belorussian Front but arrived too late to see action before the German surrender. The division was disbanded in July.

1st Formation The division first began forming on September 15, 1939, at Yeysk in the North Caucasus Military District, based on a cadre from the 38th Rifle Division. Its order of battle on June 22, 1941, was as follows: 875th Rifle Regiment 879th Rifle Regiment 881st Rifle Regiment 423rd Artillery Regiment 535th Howitzer 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. 79 196th Antitank Battalion 167th Antiaircraft Battalion 110th Reconnaissance Battalion 274th Sapper Battalion 284th Signal Battalion 84th Medical/Sanitation Battalion 119th Motor Transport Battalion Col. Vitalii Ivanovich Novozhilov was appointed to command on the day the division began forming. Since October 1937 he had led several regiments of the 77th Mountain Rifle Division, an ethnic Azerbaijani unit. From October 1940 until May 1941 he was furthering his military education at the Frunze Academy, and his deputy commander (since March 1940), Col. Vasilii Petrovich Brynzov, served as acting commander. This officer had been arrested in August 1938 during the Great Purge, but was released in December 1939 and placed at the disposal of Far Eastern Front. When Novozhilov returned, Brynzov went back to his deputy command.

Battle of Smolensk In June 1941 the 158th was en route to Ukraine as part of the 34th Rifle Corps of 19th Army in the Reserve of the Supreme High Command. The Corps also contained the 129th and 171st Rifle Divisions.Combat Composition of the Soviet Army, 1941, p. 10 On the day of the German invasion the division was located in the areas of Cherkasy and Bila Tserkva.Sharp, "Red Legions", p. 79 19th Army was under command of Lt. Gen. I. S. Konev, and was soon redirected toward the Vitebsk area, where it arrived in piecemeal fashion over several days. In a lengthy after-action report prepared on July 24 by Konev's chief of staff, Maj. Gen. P. N. Rubtsov, the circumstances of this arrival were described in part:Rubtsov went on to note deficiencies in command and control, especially in the use of radio; lack of rear services and reserves; and insufficient reconnaissance.David M. Glantz, Stumbling Colossus, University Press of Kansas, Lawrence, KS, 1998, pp. 208-09 All these would be reflected in the coming battle.

The 171st was transferred to Southwestern Front, and was replaced in the Corps' order of battle by the 38th Division. The 158th officially entered the fighting forces on July 2, when 19th Army became part of Western Front.Combat Composition of the Soviet Army, 1941, p. 23 In a report to the STAVKA late on July 13, the Front commander, Marshal S. K. Timoshenko, stated that he had designated a line behind the Dniepr and Sot Rivers in the Yartsevo and Smolensk regions as the concentration area for the 34th Corps and the 127th Rifle Division "to avoid feeding 19th Army's concentrating forces into combat in piecemeal fashion."Glantz, Barbarossa Derailed, Vol. 1, Helion & Co., Ltd., Solihull, UK, 2010, Kindle ed., ch. 3 However, on July 25 Colonel Brynzov would report that in fact the division had been deployed in such a fashion, leading to disruption and heavy casualties.

Timoshenko reported on the situation east of Vitebsk on the afternoon of July 16, stating in part that 19th Army had regrouped to prepare to retake that place, and that one rifle regiment and one battalion of the 158th was at Novoselki, with the position of the rest of the division being unknown. By now 19th Army was severely disrupted and would soon be disbanded.Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 6. The regiment is numbered as the 720th in this source; this regiment was in 162nd Rifle Division, also part of 19th Army.

Encirclement west of Smolensk The XXXXVII Panzer Corps, consisting of 29th Motorized Division in the lead, followed by 18th Panzer Division (17th Panzer Division was keeping 20th Army tied down at Orsha), had begun advancing from Horki early on July 13. The left wing rifle divisions of that Army were shoved aside and by dusk the town of Krasnyi, 56 km southwest of Smolensk, was in German hands. 16th Army was tasked with the defense of the south approaches to the city, but had only two rifle divisions (46th and 152nd) and the 57th Tank Division under command. Despite serious resistance the 29th Motorized reached the southern outskirts of Smolensk on the evening of July 15; a three-day battle for the city center began the next morning with the 152nd and the 129th Division, which was now under 16th Army. Meanwhile, 17th Panzer was clearing Orsha and pushing 20th Army into an elongated pocket north of the Dniepr west of Smolensk by July 15. In addition, the pocket contained the 129th and 158th, three divisions of 25th Corps, remnants of 5th and 7th Mechanized Corps, and various other formations totalling 20 divisions of several types and states of repair. However, XXXXVII Panzer was extended over 112 km and 18th Panzer, as an example, was attempting to take up blocking positions at Krasnyi with just 12 tanks still operating.Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 3

By July 17 Timoshenko had been moved up to the position of commander-in-chief of Western Direction and issued new orders to his armies which condemned the "evacuation mood" he sensed among commanders who wished to surrender Smolensk. He insisted that control of the city be regained "at all cost", with specific reference to Lt. Gen. M. F. Lukin's 16th Army, which would soon have the 158th under direct command. The panzer forces continued the compress the pocket, but lacked sufficient motorized infantry to truly seal it off. In addition, Lukin was removing his forces from the western and southwestern sectors in order to concentrate them for the retaking of Smolensk, and generally redeploying to counter German moves; the 158th was generally found in the east and southeast of the pocket. Elements of the division were assigned to the 129th Rifle Divisional Group on July 18 to take part in an attack into the city's southeastern outskirts, but this made hardly a dent in the defenses of 29th Motorized.Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 4 Colonel Novozhilov had distinguished himself in defending against German armor near the village of Shiryaevo and would win the Order of the Red Banner in August. He would not receive this for some time, because on July 19 he was severely concussed by shellfire and left on the battlefield. Colonel Brynzov took over command of the division until its disbandment. Novozhilov recovered to find himself behind German lines, and by August 20 he was fighting as the deputy commander of the Pervomaisk partisan detachment near Roslavl. He was able to cross the lines on February 5, 1942, and went on to command the 237th Rifle Division.

Heavy fighting around Smolensk, Krasnyi and the perimeter of the pocket continued through July 23. Lukin reported at 0145 hours on July 21 that a further attack by the 158th and 127th Divisions against the southeastern outskirts had failed "because it was organized too late." He also stated that personnel losses had reached 40 percent. Despite the ongoing German pressure to close the pocket a group of forces under Maj. Gen. K. K. Rokossovskii, which included the late-arriving 38th Division, was holding a gap open near Yartsevo permitting limited resupply and an escape route. On July 22 the 158th and 127th renewed their attack and, although ultimately futile, it struck 29th Motorized hard enough to force the diversion of 17th Panzer to stabilize the situation over the next two days, preventing it from closing the Yartsevo gap. It was reported by Western Front that the 158th had only 100 men to contribute to this attack, without any machine guns. Early on July 24 Lukin reported that the two divisions had a total of about 500 men remaining, were reorganizing near Hill 315 and Lozyn, and were awaiting the arrival of a motorized regiment promised by Rokossovskii.Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 4

Withdrawal from the pocket