The 328th Rifle Division was formed as a standard Red Army rifle division at Yaroslavl late in the summer of 1941, as part of the massive buildup of new Soviet fighting formations in response to the German invasion. Like several other divisions in the 320-330 series, it was neither fully trained nor equipped when thrown into the Soviet winter counteroffensive as part of 10th Army, but did its part in throwing back the forces of German Army Group Center from the southern approaches to Moscow in December and January. Over the course of five months of nearly continual offensive combat the soldiers of the division distinguished themselves sufficiently to be re-designated as the 31st Guards Rifle Division. A few months later a new 328th was formed, this time in the Transcaucasus Military District as the German summer offensive of 1942 was producing a crisis in that region. This new division had a slow start, but eventually proved itself in fighting through Ukraine, Belarus and Poland, gaining a battle honor for the liberation of Warsaw, and helping to complete the encirclement of Berlin in April 1945. Despite this record, it was disbanded shortly after the German surrender. 1st Formation The 328th Rifle Division began forming in the Yaroslavl area of the Moscow Military District on August 26, 1941. Its first commander, Col. Pyotr Antonovich Yeremin, was appointed the same day. At the time it was formed the personnel of the division were noted as being 90 percent of Russian nationality. The basic order of battle of the division was as follows: 1103rd Rifle Regiment 1105th Rifle Regiment 1107th Rifle Regiment 889th Artillery Regiment The division was assigned to 10th Reserve Army in October, which deployed to confront the advance of forces of German Army Group Center against Moscow's southern flank. On November 29 the 328th had reached the area of Turlatovo and Vygorodok. At this time it was in better shape than many other divisions in its Army, being outfitted with its main types of weapons, while still lacking certain weaponry and motor transport. Just prior to the start of the Soviet counteroffensive on December 5 the division was at Redino. On the next day the Army was subordinated to Western Front and ordered to attack in the direction of Mikhailov and Stalinogorsk. Battle of Moscow The joint attack on Mikhailov began on December 6; the 328th fought east of the