When that Front joined the winter counteroffensive in January 1942 the 249th played a leading role in the encirclement and destruction of a German infantry regiment that had just arrived by rail from France.

It went on to help retake the German-held towns of Andreapol and Toropets, capturing significant supplies and deeply outflanking the German 9th Army.

Later in the month it was transferred with 4th Shock to Kalinin Front and in early February made an abortive advance on Vitebsk.

As part of 8th Estonian Rifle Corps it fought its first battle for the besieged city of Velikiye Luki during December 1942/January 1943, securing the victory at considerable cost.

Shortly after, it was transferred to the 8th Army of Leningrad Front, which appeared to have the best chance to quickly enter Estonian territory.

Under these commands the division staged several operations to clear the large islands at the mouth of the Gulf of Riga.

Returning to the mainland it took part in retaking the Estonian capital, before joining the forces that contained the German troops trapped in the Courland Pocket for the duration of the war.

Lieutenant General I. I. Maslennikov is entrusted with the task of forming fifteen rifle divisions of NKVD forces...3.

Request the Red Army General Staff to provide the remainder of personnel by calling up all categories of soldiers from the reserves.5.

Its order of battle was as follows: Maj. Gen. German Fyodorovich Tarasov, who would lead the division for the rest of its first formation, took command on July 2.

However, the sparsity of the road network in the concentration area of the formations for the two armies forced the operation to be postponed for a further week.

[10] The severe winter weather also proved a hindrance, further delaying the concentration of troops, and it was not until January 7-8, 1942, that sufficient forces were in place for the offensive to commence.

They were, in fact, a string of fortified outposts, with garrisons in the scattered settlements; some of the more difficult sectors were simply patrolled.

In reserve was the Waffen SS Cavalry Brigade, and the 81st Infantry Division, commanded by Lt. Gen. E. Schopper, which had departed the coast of France on December 23, was scheduled to arrive by rail in the Toropets area.

[12] The first elements of 81st Infantry, the 189th Infantry Regiment, commanded by Colonel Hohmeyer, together with the 2nd Battalion of Artillery Regiment 181 and the 3rd Company of Engineer Battalion 181, were ordered to detrain at Toropets and Andreapol and advance towards Okhvat, in an attempt to stabilize the front that had been shattered by Northwestern and Kalinin Fronts' offensive.

Its ski troops were in their element, and the 67th and 68th Battalions crossed a frozen lake to cut the German escape routes.

The fight lasted from January 13–15, and ended with the 189th Regiment completely destroyed; over 1,100 men were killed and only 40 artillerymen managed to escape to German lines.

[13] On January 16 the 249th Division led 4th Shock Army in the storming of Andreapol, capturing much-needed supplies in the process.

Toropets was completely cleared of German forces by 1000 hours on January 21, and the haul of captured equipment and goods was immense: six tanks; hundreds of infantry weapons; 723 motor vehicles; 450,000 artillery shells; several million rounds of small arms ammunition; a thousand drums of fuel; and, most importantly, no fewer than 40 warehouses of food to feed many thousands of famished Red Army men.

On January 30 the 249th and the 51st Rifle Brigade were ordered to advance on Vitebsk, but by this time no more than 1,400 "bayonets" (infantry and sappers) remained in the division.

The division was recruited from Estonians who had fled eastwards in front of the German invasion, including members of the Communist Party of Estonia.

Recruitment was slow given a restricted manpower pool; by early March there were only 3,000 men on strength and the first commander, Maj. Gen. Lembit Abramovich Pern, was not designated until May 6.

Eventually over half of the division's personnel were descendants of Estonians who had emigrated to Russia in the previous century, while most of the rest were non-Estonians.

[24] Within two weeks it was subordinated to 3rd Shock Army and committed to the battle to reduce the encircled garrison of the city, but most of this fighting was done by the two Estonian divisions while the 19th Guards was attached to 5th Guards Corps as of December 12, holding off the German attempts to relieve the garrison, which included the 43rd Estonian Police Battalion.

In order to guarantee the plan is fulfilled I request:(a) Permit 8th Estonian Corps to relieve two rifle divisions on 3rd Shock Army's front for participation in the offensive.Two days later, the STAVKA approved the plan, with amendments, including that the Estonian Corps would remain in Front reserve.

This formation was to "launch an offensive no later than 15 October, with the mission to defeat the enemy's northern grouping and prevent it from withdrawing to Dvinsk and Riga."

The chief of staff of 2nd Baltic Front, Lt. Gen. L. M. Sandalov, described these actions:The 22nd Army of the very experienced Lieutenant General V. A. Iushkevich, whom I knew from the Civil War, conducted an operation north of the town of Novosokol'niki.Units from three of that army's divisions tried to destroy the garrison of Novosokol'niki and capture that town and the large railroad junction.

The latter were towed by 2.5 ton Studebaker trucks, the former by 6-horse teams, but the fighting around Novosokolniki had almost immobilized the regiment, and several batteries had no horses left at all.

Nikolai Nikolaevich Matyashin, a machine gunner of the same regiment, were named as Heroes of the Soviet Union for this operation.

After returning to the mainland the 249th took part in the liberation of the Estonian capital, Tallinn, on September 22, and would be awarded the Order of the Red Banner on October 22.