The 137th Rifle Division was formed as an infantry division of the Red Army in early September 1939 in the Moscow Military District, based on the shtat (table of organization and equipment) of September 13. At the start of the German invasion on June 22, 1941 it was still in that District under 20th Army and soon began moving by rail west toward Orsha where it was resubordinated to 13th Army of Western Front. By late August, much depleted after escaping encirclement, it was again moved, now to 3rd Army of Bryansk Front, defending near Trubchevsk. During Operation Typhoon it was deeply encircled but enough of a cadre was eventually able to escape that it was not disbanded, taking up positions east of Oryol. The division spent 1942 on this relative quiet front, gradually rebuilding, before taking part in the offensive that retook Kastornoye in January, 1943, after which it was transferred to 48th Army, where it remained for the duration of the war. Along with this Army it advanced toward Kursk and Oryol during February and March before being halted by German reinforcements and the spring thaw, setting the stage for the Battle of Kursk in July. 48th Army, now in Central Front, saw little direct action in this battle, but soon joined the Soviet offensive that finally took Oryol in early August. Following this victory the 137th advanced with its Army through eastern Ukraine into southeast Belarus, where it took part in battles in the waterlogged region of Gomel, Rechytsa, and Parychy through the winter of 1943-44. During the summer offensive in Belarus the division took part in the elimination of a large pocket of German 9th Army forces southeast of Babruysk, then the clearing of the city itself, and received its name as a battle honor. It then advanced through western Belarus toward Poland, helping to force crossings of the Narew River before the campaign ground to a halt. Prior to the start of the 1945 winter offensive the division was transferred with 48th Army to 2nd Belorussian Front, and fought through East Prussia to the Frisches Haff, helping to isolate the German forces around Königsberg, winning the Order of Suvorov in the process. During February and March, serving now under 3rd Belorussian Front, 48th Army was engaged in eliminating the pocket of German forces trapped southwest of that city, and two of the 137th's regiments were also decorated for this service. This was rather meagre recognition, a fact not lost on the division's personnel. However, they were soon homeward bound, and the division was disbanded at the end of August.
Formation The division was organized at Gorkiy in the Moscow Military District in September 1939, based on a cadre from the 51st Rifle Regiment of the 17th Rifle Division, as part of the major pre-World War II mobilization of the Red Army. Kombrig Sergei Evlampievich Danilov was appointed as commander on the day it formed; this officer had been serving as an instructor at the Frunze Military Academy and would have his rank modernized to major general on June 4, 1940. He was succeeded on October 25 by Col. Ivan Tikhonovich Grishin. During this time the division was serving as a garrison unit at Gorkiy. On June 22, 1941, its order of battle was as follows: 409th Rifle Regiment 624th Rifle Regiment 771st Rifle Regiment 278th Light Artillery Regiment 497th Howitzer RegimentAt some point later in 1941 these two artillery regiments were removed and the 17th Artillery Regiment took their places. http://www.cgsc.edu/CARL/nafziger/943RGCC.PDF , p 39. 169th Sapper BattalionCharles C. Sharp, "Red Legions", Soviet Rifle Divisions Formed Before June 1941, Soviet Order of Battle World War II, vol. VIII, Nafziger, 1996, p. 69 238th Antitank Battalion 176th Reconnaissance Company 162nd Sapper Battalion 246th Signal Battalion (later 122nd Signal Company) 179th Medical/Sanitation Battalion 142nd Chemical Defense (Anti-gas) Company 81st Motor Transport Company (later 198th Battalion) 162nd Field Bakery 26th Divisional Veterinary Hospital 85th Field Postal Station 371st Field Office of the State Bank On June 25, the division was subordinated to 20th Army's 20th Rifle Corps, part of the Group of Armies of the STAVKA Reserve. Beginning on June 26, the division was transferred to Orsha. The first trains carrying men of the 771st Rifle Regiment arrived there on June 29. At the beginning of July, the division was subordinated to the 13th Army. The division was also transferred to the 61st Rifle Corps. It held positions at Ponizova (south of Orsha) and on the Dniepr, a front of 20 kilometers. On July 5, the division's 176th Reconnaissance Company, operating in advance of the division at Barysaw, was heavily assaulted by German tanks and withdrew to the Dniepr. On July 8, the division was ordered to move east and hold positions on the Resta River. However, the division at this point had only the 771st Rifle Regiment, elements of the 624th Rifle Regiment and the two artillery regiments actually at the front; the transports of the 409th Rifle Regiment and the remainder of the 624th were still approaching Krychaw, and later joined the 7th Airborne Brigade (4th Airborne Corps). The division's antiaircraft artillery battalion was heavily bombed by German aircraft and ceased to exist as an effective combat unit. The medical battalion reached Roslavl and was attached to a different unit.
Battle of Smolensk On July 10, elements of the 2nd Panzer Group crossed the Dniepr and seized a bridgehead. The 137th was ordered to counterattack and eliminate this lodgement. On July 11, the division began the march westward to the line of Dubrovka, Volkovichi and Usushek, during which time it was resubordinated to the 45th Rifle Corps. By July 13, the division was at the starting line for the attack. The immediate objective was to capture Seredyna-Buda, Pustoy Osovets, Chervonny Osovets and Davidovichi. On the right flank, the 132nd Rifle Division was also attacking as the 148th Rifle Division moved forward on the 137th's left. The German troops repulsed the division's attack and soon moved forward themselves. The 771st Rifle Regiment had captured Chervonny Osovets, but was forced to retreat under pressure from German tanks. The division did not retreat beyond its jumping-off line but was bypassed on the flanks by German armor.
After six weeks of heavy fighting around Smolensk, the 137th was reduced to the equivalent of only two or three rifle battalions.Sharp, p. 69 A report by Lt. Gen. K. D. Golubev, commander of 13th Army, on the same date, states that the 137th had been relieved by the 282nd Rifle Division before being pulled back to Army reserve, and implies that the 137th, along with three other rifle divisions, had barely escaped encirclement by running a gauntlet eastward through the advancing forces of the German XXIV Motorized Corps and therefore were in no shape to continue active operations. 13th Army was now part of the new Bryansk Front. On August 23 the commander of the Front, Lt. Gen. A. I. Yeryomenko, tasked Golubev with defending the Pochep area, which he saw as key to retaining Bryansk, as well as retaking Starodub. Two days later he effectively created a new 3rd Army, under command of Maj. Gen. Ya. G. Kreizer, through a series of transfers, one of which was the 137th. Effective at midnight on August 28 this Army was to take up positions between 13th and 50th Armies.David M. Glantz, Barbarossa Derailed, Vol. 2, Helion & Co., Ltd., Solihull, UK, 2012, pp. 73-74, 80-81, 93 Roslavl-Novozybkov Offensive The specific assignment for Colonel Grishin was to: What remained of the division, described as a "composite battalion" on August 29, was now in the Army's third line of defense. At this time 2nd Panzer Group, under Gen. H. Guderian, was maneuvering for jumping off positions for a drive south to encircle Southwestern Front. The STAVKA, still not grasping the significance of Guderian's moves, demanded that Yeryomenko join in on a general counteroffensive by Western and Reserve Fronts set for August 30 and September 1. In his first orders only 13th Army would be involved, but on the morning of August 30 the STAVKA complicated the situation by ordering all of his Front take part. Specifically, the 3rd Army was to: This was utterly unrealistic given the Front's inadequate forces, and Guderian's presence in their midst. At this time 3rd Army had five rifle divisions in various states of repair, one cavalry division, one tank division and a tank brigades, plus a separate tank battalion. Meanwhile, a 20km-wide gap separated his Front and Central Front's 21st Army. Yeryomenko issued his orders to Kreizer to comply with Moscow's demands, but the 137th was in no position to take part in the shock group. The Front reported on August 30 that the division, as "a composite battalion", continued to guard the approaches to Trubchevsk.Glantz, Barbarossa Derailed, Vol. 2, pp. 117, 369, 371-75, 377, 383, 400
The offensive began on September 2. By September 3 the division's strength was reported as "one regiment [the 771st], with its remaining forces and headquarters", still in the same positions. On the same day a counterattack by 18th Panzer Division forced the 282nd Division back to within 3km of the 137th's defenses. Ordered into an attack against elements of 17th Panzer Division on September 5 the remnants of the division made no gains and, in fact, ended up ceding ground. Overnight on September 6/7 Kreizer restored order among his troops, and the 137th was reported as being on a line from some 6km north to 6km west of Trubchevsk, having captured four German mortars and a pair of automatic weapons. On September 7, an attack by a German motorized regiment with tanks was beaten off, and the division pushed forward as much as 4km. The next day Yeryomenko reported that 3rd Army was fortifying its positions and beating off local attacks on its right wing.Glantz, Barbarossa Derailed, Vol. 2, pp. 434-35, 449-50, 472, 478, 494 By now it was apparent that Bryansk Front had shot its bolt, and while the STAVKA persisted in ordering attacks as late as September 12 a disaster loomed to the south. On September 16 the 2nd and 1st Panzer Groups officially linked up south of Lokhvytsia, and Southwestern Front was encircled.
Operation Typhoon
The division continued to hold in these positions until late September. Once the Kyiv pocket was eliminated it was obvious that German attentions would again be directed at Moscow. Bryansk Front's counterattacks had weakened its armies to an extent that can be seen in Kreizer's report to Yeryomenko on September 29. He stated the 3rd Army was deployed on a front of 68km with just five rifle divisions, most of which were deficient in artillery and mortars. The 137th was the only one with a reasonable strength in this arm, but could not be withdrawn to form a reserve without fatally weakening the line.Lev Lopukhovsky, The Viaz'ma Catastrophe 1941, Helion & Co., Ltd., Solihull, UK, 2013, Kindle ed., Part 2
2nd Panzer Group struck on September 30 south of 13th Army, while 2nd Army attacked toward Bryansk on October 2, cutting between 3rd and 50th Armies. Orders came from the STAVKA, likely directly from Stalin, for Yeryomenko the same day: This was followed by a phone call from the chief of the General Staff, Marshal B. M. Shaposhnikov, to Col. I. A. Dolgov of the Bryansk Front staff, asking if he was aware of the situation and emphasizing the necessity of adding the 137th to the attack.Lopukhovsky, The Viaz'ma Catastrophe 1941, Kindle ed., Part 3 In the event this attack did nothing to change the situation.