The 149th Rifle Division was originally formed as an infantry division of the Red Army by September 1939 in the Oryol Military District, based on the shtat (table of organization and equipment) of later that month. At the outbreak of the war it was still in this District, attempting to build up to wartime strength as part of the 30th Rifle Corps, but by the beginning of July it had been assigned to 28th Army, soon being made part of a shock group known as Group Kachalov. Beginning in the third week of July this Group, under Western Front, started a combined arms drive to the north from the Roslavl area toward Smolensk. This push made very poor progress in a week of fighting before the Group was struck on the left flank by the XXIV Panzer Corps and quickly encircled. The men of the 149th were forced to break out as individuals and small groups, taking heavy losses in the process, and were then moved to the rear of Reserve Front for rebuilding under 43rd Army for most of August. It played an abortive role in the fighting near Yelnya in the last days of the month, costing further casualties, before being pulled back into its Army's second echelon. At the start of the final German offensive on Moscow the 149th found itself almost directly in the path of 4th Panzer Group and was quickly driven north in disarray, becoming encircled with most of its Front by October 7. Although the command staff, other small groups, and individuals managed to escape through the German lines over the coming weeks there was not enough to warrant another rebuilding, and the division was written off in late December.
A new 149th was formed very soon after, based on a 400-series division, in the Moscow Military District, and after only about six weeks of equipping and training was assigned to 61st Army on the south flank of Western Front. Through most of 1942 it took part in minor operations as part of the fighting for the Rzhev salient, but it February 1943 it was transferred to 65th Army of the re-formed Central Front. With this force it began an abortive offensive toward Smolensk and Gomel late in the month, then went over to the defense to prepare for the German summer offensive. 65th Army saw little or no combat in the Kursk offensive, and in late August began advancing through eastern Ukraine toward the Dniepr River. In the campaign to retake Gomel and Rechytsa in mid-October the division forced a crossing of the river and some 20 men were made Heroes of the Soviet Union. This was followed by a successful advance to the north and west which retook both cities, but in December it was transferred south to 1st Ukrainian Front, joining 13th Army as it renewed its advance west of Kyiv, and was soon awarded both a battle honor and the Order of the Red Banner. In April 1944 it was reassigned to 3rd Guards Army of the same Front, where it would remain for the duration of the war. After a few months outside Brody the 149th took part in the Lvov-Sandomierz offensive in July and on the last day of the month forced a crossing of the Vistula River near the latter place and received the Order of Kutuzov. During the Vistula-Oder operation it advanced from the Sandomierz bridgehead through southern Poland and into Silesia, where it took part in fighting through February, arriving at the Neisse River in the third week of the month. During this operation it was also awarded the Order of Suvorov. From this line it attacked into the German heartland in April, first taking part in routing the German Cottbus grouping, and then the encirclement battle against the 9th Army in the Spree Forest. When the German surrender came it was advancing with its Front toward Prague. As with many other distinguished divisions it was disbanded a few months later.
1st Formation The 149th began forming in or before September 1939 at Ostrogozhsk in the Oryol Military District, based on the 57th Rifle Regiment of the 19th Rifle Division. It was considered a "sister" unit to the 145th Rifle Division.Charles C. Sharp, "Red Legions", Soviet Rifle Divisions Formed Before June 1941, Soviet Order of Battle World War II, Vol. VIII, Nafziger, 1996, p. 74 From the time it formed it was under command of Col. Aleksandr Nikolaevich Nechaev, but he was moved to the 113th Rifle Division, which he led through the Winter War with Finland. He would rise to the rank of lieutenant general by September 1943. On June 11, 1940, Maj. Gen. Fyodor Dmitrievich Zakharov took over the 149th. This officer had previously commanded the 25th Cavalry Division and most recently served as assistant commander of 4th Cavalry Corps. At the start of the German invasion it was still in the Oryol District, assigned to 30th Rifle Corps, which also contained the 19th and 217th Rifle Divisions.Combat Composition of the Soviet Army, 1941, p. 11 Its order of battle was as follows: 479th Rifle Regiment 568th Rifle Regiment 744th Rifle Regiment 314th Artillery Regiment 426th Howitzer Artillery RegimentSharp, "Red Legions", p. 74 271st Antitank Battalion 172nd Antiaircraft Battalion 130th Reconnaissance Company 233rd Sapper Battalion 149th Signal Battalion 222nd Medical/Sanitation Battalion 218th Chemical Defense (Anti-gas) Company 101st Motor Transport Battalion 215th Field Bakery 257th Field Postal Station 279th Field Office of the State Bank General Zakharov would remain in command for the duration of the first formation. At the end of June the division moved with its Corps to the Moscow Military District, where it was assigned to 28th Army, which was one of the separate armies of the STAVKA Reserve.Combat Composition of the Soviet Army, 1941, p. 18 This Army was under command of Lt. Gen. V. Ya. Kachalov.
Battle for Roslavl By July 10 the composition of 30th Corps had changed to the 149th, 89th and 120th Rifle Divisions,Combat Composition of the Soviet Army, 1941, p. 26 but later in the month, when the Army was incorporated into Western Front, most of its divisions were reassigned and it was being referred to as Group Kachalov. The Group consisted of the 149th and 145th Divisions plus the 104th Tank Division on July 21 as Army Group Center was trying to eliminate the Soviet forces that were partly encircled near Smolensk. The Group was ordered to "concentrate in the Krapivenskii, Vezhniki and Roslavl' region [110km south-southeast of Smolensk] by day's end" before attacking toward the city in the morning.David M. Glantz, Barbarossa Derailed, Vol. 1, Helion & Co., Ltd., Solihull, UK, 2010, Kindle ed., ch. 5
Marshal S. K. Timoshenko was in command of the Western Direction (the Fronts facing Army Group Center) and was charged by the STAVKA with counterattacking, especially to rescue the 16th and 20th Armies that were pocketed near Smolensk. German forces had already reached Yelnya, and Group Kachalov was ordered to protect its flank in that direction while advancing toward Pochinok as its intermediate objective. The 149th was supported by the 320th Gun Artillery Regiment and one battalion of the 488th Cannon Artillery Regiment, and Zakharov was ordered to capture a line from Chernavka to Likhnovo, 25km southeast of Pochinok, at dawn on July 23 before taking crossings over the Khmara River and pushing on to the objective. The 145th would advance on his left and was expected to cross the Khmara on the RoslavlSmolensk road. 104th Tanks was to conduct combined operations with both rifle divisions to seize Pochinok.Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 5
The counterattack developed in a staggered fashion on a 226km-wide front from Roslavl through Yartsevo to Bely in the north; coordination was impossible over such distances and many of Timoshenko's forces were not fully assembled. Group Kachalov struck the defenses of 18th Panzer Division. This division had lost a great deal of equipment over the preceding month but was quite capable of holding ground. Western Front reported at 20:00 hours that:Kachalov's headquarters was located at Stodolishche. The general was distraught over the failure of his force to accomplish much of anything and directed his chief of staff, Maj. Gen. P. G. Yegorov, to issue a scathing order to his forces criticizing their performance. Acknowledging the crossing of the Stomet, the order pointed out that the German forces had been able to withdraw, which was put down to an "inadequate tempo of advance" and reliance on frontal attacks, poor artillery support, and lack of reconnaissance. Kachalov ordered that these deficiencies be eliminated and that the two rifle divisions return to the attack at 04:00 the next day to fulfill the original mission.
These sorts of problems, stemming from lack of training and experience, could not be solved overnight, and Group Kachalov again only scored local successes, largely by the 145th. At 23:00 hours on July 24 Zakharov came under a scathing critique for failing "to organize for combat" and keeping his artillery support at maximum range, unable to cooperate with the riflemen. The 149th, in consequence, had not only failed to advance but had lost some ground taken the day before. Kachalov then threatened:104th Tanks was ordered to provide five T-34s "under a decisive commander" to the division near Lysovka by 0500 on July 25. Both divisions were to replace losses in the rifle companies with "detained stragglers" and rear-area personnel.
The attack continued toward Pochinok with the 149th facing the stiffest resistance. It reached Nikulino and Osinovka, which were 20km south-southeast of the town, while the 145th got to within 10km. At 01:00 hours on July 26 an exasperated Kachalov continued to press his forces to take the crossings over the Khmara. Zakharov, now with four T-34s, was to reach the river on the Ponizovka and railroad line sector some 10km north of its start line by the end of the day. By 2100 he reported to Timoshenko that the 149th had reached a line from Chernavka to Voroshilovo to Lyndovka after minimal gains. Effectively admitting that his attack was stalled his orders for July 27 called for his Group to tie down the German forces near Osinovka and Barsukovskie Farm and continue to press to the Khmara. Zakharov was to keep one regiment in second echelon while destroying the German forces near Voroshilovo. He was also reminded to use secure communications. As his overall counteroffensive wound down Timoshenko excused the failure of Group Kachalov to the arrival of German reinforcements, and emphasized that Yelnya had to be retaken.
At 20:30 hours on July 27 Kachalov ordered his attack to continue the next day, but essentially with the same goals. Zakharov was told to prevent the defenders from digging in along intermediate lines. A composite regiment was to be released by the 222nd Rifle Division at Roslavl to reinforce the Group. Kachalov's force gained some 5km as German forces, now largely of the 263rd Infantry Division, fell back to more defensible lines. In fresh criticism he wrote:He then issued orders virtually identical to those previous. The 149th and 104th Tanks were to combine forces while keeping one regiment behind to exploit any breakthrough. This was followed by more remedial tactical advice from General Yegorov. All of this was for naught as the offensive was effectively suspended. Guderian's counterattack