It was first formed, after Operation Barbarossa, the German invasion of the Soviet Union, had commenced, from elements of the 26th and 37th Armies under the command of Major General Kuzma Petrovich Podlas in August 1941 at the boundary of the Bryansk Front and the Soviet Southwestern Front. By 25 August 1941 the 135th and 293rd Rifle Divisions, 2nd Airborne Corps, 10th Tank Division, and 5th Anti-Tank Brigade had been assembled to form the force. As part of the Southwestern Front, it then took part in the Battle of Kiev (1941), where the Army was badly shattered, and General-Major Semenchenko's 10th Tank Division was reduced to twenty tanks. By the time of the main German offensive against Moscow at the end of September, 40th Army was on the extreme right flank of Southwestern Front defending the Kursk axis. The German offensive was directed primarily at Soviet forces to the north of 40th Army, though the attack of the German 48th Motorised (Panzer) Corps, which was operating on the extreme southern flank of Second Panzer Group, also hit 40th Army's right flank positions. 40th Army began a slow and steady retreat to the east. By 3 November 40th Army had been driven from Kursk, but by the end of the month it had brought the German advance to a halt near the town of Tim some 50 kilometres further east.