Formed on 23 August 1939 in the Volga Military District, under the command of Colonel Spiridon Chernyugov. On 22 June 1941 the division was still located in the district. The division was assigned to the 21st Army moving from the Volga Military District to Gomel in the Western Special Military District when the war started. The army was to attack north from Gomel area into the flank and rear of the German advance. On 5–6 July 1941 the division attacked across the Dnepr River at Zhlobin as part of the 63rd Rifle Corps and 21st Army. Of the 12,000 men assigned to the division and despite the support of the 546th Corps Artillery Regiment the division lost almost 20% of its strength in the space of two days. By 12 July the division was retreating back behind the Dnepr River. By early September when the German 2nd Panzer Group struck south the division, along with most of the Central and Southwestern Fronts in the Kiev Pocket and annihilated. The division headquarters was disbanded on 20 September 1941.