The 349th Rifle Division formed in September, 1941, as a standard Red Army rifle division, at Astrakhan. It was assigned to the southern sector of the Soviet-German front, and first saw action in January, 1942, during the winter counteroffensive, but was badly damaged during the German spring offensive that formed the Izium Pocket. The remaining men and equipment of the unit managed to retreat into the Caucasus region in the face of the German summer offensive in such a weakened state that German intelligence wrote the division off as destroyed in October. In fact, the cadre of the division survived, and was transferred to the reserves of Transcaucasus Front in that same month, where it slowly replenished as a low-priority unit. By the end of the year the 349th was assigned to 45th Army along the border with Turkey, and it remained on this quiet front for the duration of the war.