of Sukhinichi in mid-January, and the depleted 328th was the only force available to reinforce the siege lines as the Germans were also reinforced. German Army Group Center began to receive reinforcements from occupied France which allowed them to launch a counterattack to relieve its besieged troops on January 18. Part of the Sukhinichi garrison was extracted by the German relief force and the town was finally liberated on January 29. Fighting by both sides persisted into February with mixed success. Later that month the 328th was transferred to 16th Army, in the same Front, and it continued fighting in the area of Sukhinichi over the next few months. On April 7, Colonel Yeremin handed his command over to Col. Porfirii Martinovich Gudz, who would lead the division for the remainder of its 1st formation. On May 24, for its courage and heroism the division was redesignated as the 31st Guards Rifle Division. 2nd Formation The GLAVKOM (High Command) issued an order on July 29, 1942, that the division was to be reformed, and this began on August 4, at Beslan and Ordzhonikidze in the Transcaucasus Military District. Its first commander, Col. Nikolai Ivanovich Petunin, was assigned on the same date. Its basic order of battle remained the same as the 1st formation, with the following additions: 295th Antitank Battalion 606th Sapper Battalion 388th Reconnaissance Company 446th Signal Company 404th Chemical Defense Company 411th Medical/Sanitation Battalion At the time it was formed the division was noted as having 50 - 60 percent personnel of Caucasian nationalities, mostly Armenian. Battle of the Caucasus At the time the STAVKA was reacting to the advances by German Army Group A into the Caucasus region. The new 66th Army was to be formed from Soviet forces already in the Terek River valley and additional forces from Transcaucasus Front, including the 328th when it was ready for service. As the panzers continued advancing towards Mozdok on August 23 further orders arrived to form a new 24th Army to defend the Makhachkala region, consisting of the 328th, 337th and 317th Rifle Divisions, the Makhachkala NKVD Rifle Division and the 3rd Rifle Brigade; further orders a few days later redesignated this as 58th Army. In September the division was again reassigned, now to the 18th Army in the Black Sea Group of Forces. On September 23, the German 17th Army began an offensive (Operation Attika) through the