In the late stages of Operation Mars, the 354th, now part of the 8th Guards Rifle Corps in 20th Army, and one of the few fresh units available to the Western Front command, was directed to attack German strongholds in the villages of Khlepen and Zherebtsovo, beginning on November 30. The division's assault briefly threatened the 2nd Battalion of the 13th Panzergrenadier Regiment with complete encirclement, but in the process the division had suffered "immense casualties" and could not complete its mission. The division then went back into Western Front reserves for rebuilding. By the end of January, the division was back up to 75% of its authorized manpower, but only 70% of the required horses and 25% of the authorized trucks and tractors.