After several weeks in Southwestern Front reserves, the 304th was assigned to the 38th Army in early August, just as that Army was itself forming up. The division remained in that Army until July, 1942. It was able to avoid encirclement near Kiev as it was located just east of the point where 1st Panzer Group broke through the Soviet front, and was able to retreat through Poltava. In late January, 1942, Maj. Gen. Pukhov was reassigned to command of 13th Army, and was replaced by Col. Ivan Vasilievich Khazov. The division also managed to stay clear of the debacle at Kharkov in May, 1942.