a month of working-up. Battles of Kholm and Demyansk As part of the Toropets–Kholm Offensive on January 23, 1942 the 33rd Rifle Division of 3rd Shock Army tenuously encircled the German forces defending the town of Kholm. Throughout January 24-26 the German Battlegroup Scherer barely held against constant Soviet attacks, but the two sides were at roughly the same strength so no decisive results could be obtained. On January 31 the 391st was released from the Reserve of the Supreme High Command and began moving towards the pocket, which it reached in the second week of February along with the 146th Tank Battalion (two T-34s and 11 T-60s), the 44th Artillery Regiment (76mm guns) and three BM-8 multiple rocket launchers. There were now about 23,000 Soviet troops besieging about 4,500 German troops. On February 13 Soviet artillery and aerial bombing struck the town heavily. The 1278th Rifle Regiment with tank support attacked the southwest sector held by Jagdcommando 8 without success, but the 82nd Regiment of the 33rd Division, backed by Lend-Lease Matilda II tanks, penetrated the main defensive line of the 386th Infantry Regiment, making a large dent in the Kholm perimeter and bringing Scherer's headquarters under direct fire. Attacks continued near the break-in point for five more days but the German regiment was finally able to seal off the breach. The additional artillery now allowed the Soviet forces to neutralize the airfield, forcing the German airlift to rely entirely on gliders and air drops. On the morning of February 21 the commander of 3rd Shock, Lt. Gen. M. A. Purkayev, began a new push with forces of the newly arrived 2nd Guards Rifle Corps, which attacked towards Dubrova, where a German artillery grouping had been firing in support of the pocket. Three days later the replenished 33rd and 391st Divisions attacked the southeast side of Kholm while the fresh 37th Rifle Brigade struck in the north, finally bringing the encirclement under simultaneous concentric attacks. Although Soviet tanks and infantry reached the GPU building, they could not capture it. By early March the German XXXIX Army Corps had managed to assemble something less than two divisions for a relief attack which failed due to worsening weather and stiff Soviet resistance. On March 9 Col. Andrei Kuzmich Kudryashov took command of the division from Colonel Kovalenko. The spring thaw arrived in early April, melting the German defenses built of ice