This 106th Rifle Division, based on the 221st Motorized Division, was first authorized as the 106th Tank Division, to be formed at Kharkiv, but due to a shortage of available tanks was quickly reorganized as the 106th Motorized Division. Under this designation it served in the early battles for Yelnya and the surrounding salient under command of Reserve Front's 24th Army, during which it lost most of its motor transport and began being referred to as the 106th Rifle Division. This became official on August 28, despite the existence of another 106th serving in the Crimea. The division suffered heavy losses in these battles while gaining little ground and when the campaign ended in early September it was moved to the Army's second echelon. The former 106th Motorized was surrounded and destroyed near Vyazma in mid-October, although it was not officially disbanded until December 27.

106th Motorized Division The unit was authorized on July 10, 1941, as one of eight 100-series tank divisions to replace the many such divisions that had been destroyed in the frontier battles. The 221st Motorized was still en route from the Central Asian Military District as part of 28th Army's 27th Mechanized Corps when this order came.Charles C. Sharp, The Deadly Beginning, Soviet Tank, Mechanized, Motorized Divisions and Tank Brigades of 1940 - 1942, Soviet Order of Battle World War II, Vol. I, Nafziger, 1995, p. 58 It was quickly found that, although Kharkiv was a main production center for armored vehicles, there weren't enough on hand to form the two tank regiments required by the 100-series shtat (table of organization and equipment). Therefore, on July 19 the 106th, given its complete lack of tanks, was redesignated as the 106th Mechanized-Motorized Division as it continued moving to the Smolensk region.David M. Glantz, Barbarossa Derailed, Vol. 1, Helion & Co., Ltd., Solihull, UK, 2010, Kindle ed., Appendix A Its basic order of battle was as follows: 1st Motorized Regiment 2nd Motorized Regiment 540th Rifle Regiment 106th Artillery RegimentThis is according to Grylev (see Bibliography, p. 203). According to Sharp it had the 142nd Tank Regiment in place of the 540th Rifle. Col. Gersh Moiseevich Roitenberg had been in command of the 221st since it was formed, and he remained in command of the 106th.

By the beginning of August the division had been reassigned to the 24th Army of Reserve Front, and it would remain under these commands for the few months of its existence.Combat Composition of the Soviet Army, 1941, pp. 32, 41, 51 This Front had come under command of Army Gen. G. K. Zhukov on July 20. The shock group of 28th Army was escaping from German encirclement near Roslavl on August 4/5, leading Zhukov and his chief of staff, Maj. Gen. P. I. Liapin, to send detailed instructions to the commander of 24th Army, Maj. Gen. K. I. Rakutin, in an effort to prevent any further such disasters. Among other directives, Rakutin was to ensure that "All of the artillery attached to 120th and 106th RDs must be ready to repel possible attacks by enemy motor-mechanized units from the south and southwest."Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 7. Note that the division is already being called an "RD" (rifle division) in official communications. Battle of Yelnya The town of Yelnya and its surrounding hills had been captured by elements of 2nd Panzer Group on July 19. This force was greatly overextended and was left in a deep salient that appeared vulnerable to Zhukov. He began his first offensive on August 1 with mixed results, which resulted in the following message at 0850 on August 3:Unlike the 19th and 103rd, the 106th did not come under any direct criticism. At the time the division was under command of Colonel Alekseev. This offensive was suspended on August 4.Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 7

At 0216 hours on August 6 Zhukov and Rakutin were sent orders by the STAVKA to attack and liquidate the salient. A number of moves were made to strengthen Reserve Front for this purpose. 24th Army now had the 106th Motorized, the 19th, 120th, 100th, 107th, 133rd, 178th Rifle, and the 6th Division of Narodnoe Opolchenie, in the front line. Four more divisions were in reserve. Zhukov issued his own orders to the Army at 2000:In addition to the forces listed above the Army would have a company of T-34 tanks, 184 combat aircraft, and four regiments of medium artillery. The 106th was to attack from the Maltsevo and Bolshaia Lipnia line, some 10km south of Yelnya, northward toward Bitiakovka and Leonidovo; it was on the left flank of the attacking forces and tied in to the 105th on its right. Rakutin was directed to send his operational plan to Reserve Front headquarters by noon on August 7. Despite all this planning, at 2130 hours Zhukov informed the STAVKA of his decision to postpone the offensive, in large part due to his realization of his forces' poor state of training. Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., chs. 7, 8. As an example of ambiguous formation designations at this time, the 105th was still officially a tank division. First offensive The offensive finally proceeded at dawn on August 8, but the main shock group (19th, 100th, 107th, and the nominal 102nd Tank Division), attacking from the north, made just minor gains against the 15th Infantry Division. On the same day the military commissar of 24th Army sent a message to the head of the 106th's political section which stated: Zhukov also had his say about neglect or incompetence by his attacking commanders, including Alekseev, demanding that they make their subunit commanders aware that failure to advance would be considered cowardice, and that they report back on measures taken to this end. At his direction 24th Army continued making assaults nearly every day during August 12-20 without modifying the objectives but continually shuffling units, reprimanding and removing commanders and commissars or reducing them in rank. As one example, on August 18 Colonel Alekseev, "who has been repeatedly warned about his unsatisfactory fulfillment of combat mission," was replaced by Col. Vasilii Petrovich Brynzov, who had previously led the 158th Rifle Division. Soviet losses were heavy but German casualties were also high, and by mid-August the commander of XX Army Corps, Gen. F. Materna, appealed for help from Army Group Center, stating "[h]e had only one battalion in reserve" and "El'nia could not be held in the long term."Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., chs. 8, 11 Second offensive

At 0445 hours on August 21, Zhukov finally informed Stalin that continuing the offensive would be futile without pausing for further rest, refitting, and training. Stalin approved later that day.Glantz, Barbarossa Derailed, Vol. 1, Kindle ed., ch. 11 On August 28 Colonel Brynzov was severely wounded just as he was about to be relieved of his command; he would never lead another unit in the field but after his release from hospital and despite two other hospitalizations he served in a variety of posts, being promoted to major general in October 1943 and retiring in 1948. In a sign of the lack of senior officers available he was replaced by Maj. Konstantin Sergeevich Monakhov. On the same day it was officially acknowledged that the 106th could no longer be considered a motorized division and it was officially redesignated as the 106th Rifle Division, "which meant that there were then two 106th Rifle Divisions in the Soviet army on different parts of the front at the same time!" This led to some confusion to German intelligence.Sharp, The Deadly Beginning, p. 58 The 1940 formation of the 106th was currently serving in 9th Rifle Corps of 51st Army in the Crimea.Combat Composition of the Soviet Army, 1941, p. 44

On August 30 Reserve Front began its new offensive against the salient, which would involve 24th and 43rd Armies. The 106th was positioned on a line from Striana to Lipnia to Zadnyi Pochinok, now facing the center of the 268th Infantry Division of XX Corps. 24th Army had over 103,000 personnel on strength, greatly outnumbering the 40,000 of XX Corps and the attached 137th Infantry Division, but had only 35 tanks. In the week before the offensive was renewed the 106th received three march battalions of replacements numbering a total of some 3,000 men, but few of these were junior officers or NCOs. The southern shock group consisted of the 106th, the 303rd Rifle Division to its left, the 305th Gun Artillery Regiment, and a battalion of Katyusha rocket launchers. Altogether the group had 240 guns and mortars and six Katyushas. The objective was the village of Leonov on the YelnyaPochinok road. It would be covered on the right by the 120th Division.Glantz, Barbarossa Derailed, Vol. 2, Helion & Co., Ltd., Solihull, UK, 2012, pp. 322-23, 325, 327-30. On p. 330 this source states the 106th Motorized was now under command of Col. D. P. Monakhov. This officer would briefly be in command of the 106th Rifle Division in December.

According to Rakutin's plan the 106th would strike the left wing on the 268th Infantry on a 2km-wide sector south of Maltsevo before pushing north to take the strongpoints there and at Popovka. Once the German forward defenses were pierced the northern and southern shock groups would link up at the YelnyaPochinok road to encircle and destroy the bulk of XX Corps. The 106th would form part of the inner line of encirclement. Apart from the shock groups the remainder of 24th Army would conduct pinning attacks. The offensive started promptly at 0700 hours on August 30 in heavy fog, after a well-planned artillery preparation using some 640 guns, mortars, and Katyushas. The 303rd, with the 540th Regiment of the 106th attached, was able to advance 2km during the day, reaching the outskirts of Skokova while the 540th took Stroina in the evening. Meawhile the 106th reached the approaches to Bolshaya and Malaya Lipka before encountering extensive minefields which brought the advance to a halt after covering several hundred metres. Few men were killed but 108 were wounded.Glantz, Barbarossa Derailed, Vol. 2, pp. 330, 332. This source and several others state that the 540th was part of the 120th Division, but this is contradicted by Grylev, p. 203.

After spending the previous day observing the attacks, at 0230 hours on August 31 Zhukov and Rakutin ordered them to continue at 0700 against the same objectives, following an artillery raid of 10 minutes. Zhukov's ire had been raised by the ineffectiveness of his artillery and issued an order entitled "Concerning the Unsatisfactory Organization of Work for the Care and Economic Use of its Artillery Systems by 24th Army," in which he specifically criticized the 100th, 106th, 120th, and 127th Rifle Divisions for failing to exploit "the full potential of their artillery." Rakutin was to correct the deficiencies immediately. In the day's after action report the 106th was said to have "achieved scant progress in heavy fighting for Malaia and Bol'shaia Lipka... but seized several buildings on the southern outskirts of Bol'shaia Lipka." Zhukov was "livid" at the lack of results but the OKH was becoming increasingly concerned about the situation.Glantz, Barbarossa Derailed, Vol. 2, pp. 335, 337, 339