The 274th began forming on 10 July 1941 at Zaporizhia, part of the Odessa Military District. Its basic order of battle included the 961st, 963rd, and the 965th Rifle Regiments, as well as the 814th Artillery Regiment. Still incomplete when the front line reached the division, the 274th was assigned to the Southern Front's 12th Army, defending the lower Dnieper. After the Soviet encirclement in the Battle of Kiev, the 1st Panzer Group advanced south into the front's northern flank in the rear of the 12th Army. The division, which had never received its full complement of artillery or anti-tank weapons, suffered heavy losses and was forced to retreat. On 1 October, the 961st Rifle Regiment was detached to the 15th Rifle Division, and by 20 October the division's remnants were used as replacements for the 4th Rifle Division.