The 135th Rifle Division was first formed as an infantry division of the Red Army in early September 1939 in the Ukrainian (later Kiev Special) Military District, based on the shtat (table of organization and equipment) of September 13. Although barely formed it took part in the invasion of eastern Poland later that month as part of Ukrainian Front. At the outset of the German invasion on June 22, 1941, it was moving toward the frontier in western Ukraine near Dubno, as part of 5th Army. It quickly encountered the panzers of III Motorized Corps and was driven off toward Rivne, losing most of its strength in the process. After taking up defenses on the north flank of the German penetration to Kyiv during July, it was moved to the rear and was partly rebuilt before being reassigned to the new 40th Army on Southwestern Front's extreme right flank. When the German drive to encircle this Front began in the first days of September the 135th narrowly escaped the trap and gradually fell back to the east in the Kharkiv area. By the end of October it was clear that the resources weren't available to rebuild it again and its headquarters was disbanded, while one rifle regiment continued to fight under Army command. The division was officially stricken on December 27.
A new 135th was created in early January 1942, on the basis of a 400-series division, largely at Kolomna in the Moscow Military District. It was soon sent west to join Kalinin Front, being briefly assigned to 4th Shock Army before being moved back to Front reserves for further training. In May it was moved to 41st Army in the same Front. In July, Army Group Center launched an operation to clear the rear areas of its Rzhev salient and the division was quickly encircled; its remnants were forced to break out at enormous cost and were then returned to Front reserves for an almost complete rebuilding. In October it was assigned to 39th Army of the same Front, and formed part of its shock group in November's Operation Mars. 39th Army managed to make one of the few permanent gains of territory during this offensive, but it came at significant cost, and following the withdrawal of German 9th Army from the salient in March 1943 the 135th was pulled back to the Reserve of the Supreme High Command for another rebuilding, assigned to 11th Army. This Army returned to the fighting front in July, just in time to take part in the offensive that drove 9th Army out of its salient around Oryol. Just as this campaign was ending in August the division returned to the Reserve of the Supreme High Command, eventually returning in early November west of Kyiv as part of 1st Ukrainian Front's 38th Army. It immediately took part in the pursuit of the German forces defeated in the battle for that city, but was soon struck by armored counterattacks that drove it back with serious casualties. During the first months of 1944 it continued its advance into western Ukraine, eventually as part of 60th Army, but returned again to the Reserve of the Supreme High Command, now to be sent north to Karelia to join 7th Army in the offensive that drove Finland out of the war. After spending nearly the remainder of the year in Leningrad Front, under 21st and 59th Armies, it was again redeployed with the latter for the final offensive into Poland and Germany under 1st Ukrainian Front. In January 1945 it advanced into southern Poland and Silesia, receiving a battle honor in the process. During the following months the 135th saw extensive service in Silesia, and ended the war under 6th Army in the siege of Breslau, for which it was awarded the Order of the Red Banner a month before it was disbanded in July.
1st Formation The division was formed on the basis of a cadre from the 25th Rifle Division at Pryluky in the Ukrainian Military District on September 7, 1939. Given this experienced cadre it was able to take part in the invasion of eastern Poland later that month. Maj. Gen. Fyodor Nikandrovich Smekhotvorov was given command of the 135th on June 13, 1940, and he would remain in command for the duration of the first formation. This officer had been serving since September 1936 on the staffs of the Siberian Military District and the Kharkov Military District.
At the start of the German invasion at 0400 hours the division was moving east of Dubno,Artyom Drabkin and Alexei Isaev, Barbarossa Through Soviet Eyes, trans. C. Summerville, Pen & Sword Books Ltd., Barnsley, UK, 2012, p. xiii near Kivertsy Camp, some 100km from the frontier, marching from Ostriv and Iziaslav in the direction of Lokachi. Smekhotvorov had 9,911 personnel on strength, including 935 officers and 1,550 NCOs, and they were armed and equipped with 6,682 rifles, 422 submachine guns, 465 light machine guns, 233 heavy machine guns, a pair of quad antiaircraft machine guns, 54 45mm antitank guns, four 37mm and four 76mm antiaircraft guns, 35 76mm guns (cannon and infantry guns), 28 122mm and 13 152mm howitzers, 12 120mm, 54 82mm, and 83 50mm mortars, 276 trucks, 17 tractors, and 2,078 horses.Charles C. Sharp, "Red Legions", Soviet Rifle Divisions Formed Before June 1941, Soviet Order of Battle World War II, Vol. VIII, Nafziger, 1996, p. 68 It was in 5th Army's 27th Rifle Corps of the Kiev Special Military District (soon redesignated Southwestern Front), which also contained the 87th and 124th Rifle Divisions.Combat Composition of the Soviet Army, 1941, p. 9 Its order of battle was as follows: 396th Rifle Regiment 497th Rifle Regiment 791st Rifle Regiment 276th Artillery RegimentSharp, "Red Legions", p. 68 184th Howitzer Artillery Regiment 173rd Antitank Battalion 170th Antiaircraft Battalion 120th Reconnaissance Battalion 157th Sapper Battalion 168th Signal Battalion 138th Medical/Sanitation Battalion 135th Chemical Defense (Anti-gas) Platoon 119th Motor Transport Battalion 115th Field Bakery 178th Field Postal Station 347th Field Office of the State Bank While on the march it came under air attacks. On June 24 Smekhotvorov received new orders to advance toward Volodymyr to join forces with the 87th. The division went over to the attack at 1400 hours, but German armor of III Motorized Corps arrived by 1700 and it was forced to retreat to a line some 12km-16km west of Lutsk. Having suffered heavy losses in this effort it pulled back to the east bank of the Styr the next day and attempted to counterattack, but by June 26 it was in full retreat toward Rivne.David Stahel, Kiev 1941, Cambridge University Press, Cambridge, UK, 2012, pp. 70-71 As of July 1 the 87th had been detached from the rest of the Corps.Combat Composition of the Soviet Army, 1941, p. 16 Battle of Kyiv As of July 7 the 135th was attempting to hold along the Sluch River south of Novohrad-Volynskyi.Stahel, Kiev 1941, pp. 78-79 By July 10 the 27th Corps had been disbanded and the 135th and 124th were under direct Army command.Combat Composition of the Soviet Army, 1941, p. 24 Smekhotvorov had been ordered to organize a fall-back line along the Irsha River with what remained of his division, which amounted to 1,276 personnel, just 38 guns and mortars of all types, and ten heavy machine guns. This position was established by July 22,Stahel, Kiev 1941, pp. 84-85 but by now the division had just 400 men remaining. By August 1 it had been assigned to 15th Rifle Corps, still in 5th Army,Combat Composition of the Soviet Army, 1941, p. 33 but between August 8-10 it was withdrawn to the Korosten area, losing its rearguard to an encirclement move in the process. Over the following weeks it received replacements, in the form of march battalions and some raw recruits, bringing it back to a strength of 4,500 by August 25, although it still had very few heavy weapons.
In the last days of the month the 135th was placed under command of 40th Army, a scratch force intended to link Southwestern Front with Bryansk Front to the north. Southwestern Front's commander, Col. Gen. M. P. Kirponos, issued his Operational Directive No. 00322 at 1600 hours on August 28, several hours after the Army made initial contact with German forces, in which he described its mission, in part:Thus the Army, under command of Maj. Gen. K. P. Podlas, raised hurriedly, was expected to defend a 115km-wide front with a paltry force of just over four divisions manned by roughly 50,000 men and about 40 tanks. At 2200 Podlas reported that the 135th was on a line from Bolshoe Uste to Volovitsa, from 32km to 68km west-southwest of Korop, an extremely wide sector for a depleted division.David M. Glantz, Barbarossa Derailed, Vol. 2, Helion & Co., Ltd., Solihull, UK, 2012, pp. 123-25
As his formations continued arriving in the Hlukhiv, Krolevets and Konotop region, Podlas committed them to action immediately, with orders to attack the lead elements of XXIV Motorized Corps' 10th Motorized and 3rd Panzer Divisions as they crossed the Desna. By the time they did, 3rd Panzer was well north of Novhorod-Siverskyi, and 10th Motorized had seized Korop. Complicating Podlas' task was that while 40th Army was under Kirponos' command, it was actually wedged between Bryansk Front's 21st and 13th Armies. The obvious solution, to move 40th Army from one Front to the other, was rejected.Glantz, Barbarossa Derailed, Vol. 2, pp. 123-24 Roslavl-Novozybkov Offensive In the Southwestern Front's operational summary at 2200 hours on August 30, the 135th was said to be "attacking with part of its forces toward Korop, occupied Sukhachi [6km west of Korop], and is continuing its advance." This was being led by the 791st Rifle Regiment. Beginning in the afternoon and through all of August 31 the division, along with 2nd Airborne and two regiments of the 293rd, made converging counterattacks on the lead battlegroup of 10th Motorized south of Korop, plus its main body at Korop itself. While the airborne troops managed to encircle the lead German battalion and force it back to the town, having lost some 200 men, Smekhotvorov was mainly involved in constructing defenses along the river and conducting reconnaissance in an effort to join hands with 21st Army. The commander of 2nd Panzer Group, Gen. H. Guderian, was sufficiently concerned with the plight of 10th Motorized that he called for reserves from Army Group Center. On the same day the Front reached the conclusion that "The enemy forces attacking toward Chernigov are trying to reach the rear of our units operating to the north of Kiev..."Glantz, Barbarossa Derailed, Vol. 2, pp. 395-99
The situation remained largely static until September 2, when XXIV Panzer Corps renewed its drive to the south, splitting the 135th from the 293rd. A report reached Podlas' headquarters at 0130 hours on September 3 stating that "up to 50 enemy tanks with motorized infantry and motorcyclists are in the Dobrotovo region [17km east-southeast of Korop] and the woods 2 kilometres south of Obtovo..." The sudden strike had smashed the defenses of 40th Army's right wing and 4th Panzer Division took Krolevets. The 791st Regiment was reported as moving eastward to the Krasnopole region; the German advance was effectively pushing the 135th and 293rd outside the upcoming Kyiv pocket. Podlas was receiving reinforcements from 3rd Airborne Corps but this was little help against a panzer corps. The German force broke into the clear on September 4-5 and Podlas had no choice but to withdraw toward Konotop and the Seym River.Glantz, Barbarossa Derailed, Vol. 2, pp. 440, 443, 450, 452, 463