moving west by rail in July. Battle of Stalingrad As soon as it reached the front it was thrown into battle as part of the 1st Tank Army west of Stalingrad, in the great bend of the Don River. As a fresh division it was much needed in the line, but its inexperience soon led to heavy losses. On July 28, in an unusual procedure, it was disbanded, then reformed the same day with replacement troops and the same commander and staff; due to the latter fact this was not officially considered a new formation. When 1st Tank Army was disbanded on August 6, the 399th was transferred to 62nd Army, and had a strength of 12,322 men. At this time the division was defending against German Sixth Army, immediately west of Kalach-na-Donu. A renewed German offensive drive succeeded in encircling much of 62nd Army by the end of August 8; surviving elements of the division made their way east of the river. Over the next two weeks the rebuilding division defended along the Don to the south of Lake Peschanoe. This position became compromised between August 21 – 23 when XIV Panzer Corps thrust from the Don to the Volga just north of Stalingrad. By the following day, the 399th was being threatened with encirclement by the 295th Infantry Division. At this time the division had a strength of somewhere between 2,000 – 3,000 men. On August 25 the German 71st Infantry Division crossed the Don north of Kalach with two regiments, and the 399th was forced to withdraw five to eight kilometres to the east. Despite this, the two German divisions nearly had the Soviet division encircled again by late on the 27th, but due to 62nd Army counterattacks elsewhere, this pressure was relieved and the 399th, along with the rest of the army's left wing, withdrew to the Rossoshka River. By September 3 the division was under command of 23rd Tank Corps, continuing to fall back to the city. By September 7 it had been forced back to the western outskirts of the suburban villages of Gorodishche and Aleksandrovka; at this time it had a reported infantry strength of just 195 men. On the 9th, Gorodishche was lost to the German 389th Infantry Division. As it continued to fall back towards the center of Stalingrad, the remnants of the 399th were ordered by the new commander of