It first served in the bitter fighting around the Rzhev salient, deep in the German rear in the 39th Army and came close to being completely destroyed in July, 1942.

The division remained in this general area in western Russia until March, 1944, when it was moved to the Reserve of the Supreme High Command and then to 21st Army north of Leningrad in April.

It served in the offensive that drove Finland out of the war from June to September, winning a battle honor and the Order of the Red Banner in the process, before being transferred back to the Soviet-German front in October.

The 381st began forming in August, 1941 in the Urals Military District[1] at Zlatoust in the Chelyabinsk Oblast, based on the first wartime shtat (table of organization and equipment) for rifle divisions.

Beginning on January 8, 1942, the Army took part in the Sychyovka-Vyasma Offensive Operation, which was planned "to encircle, and then capture or destroy the enemy's entire Mozhaisk - Gzhatsk - Vyasma grouping", that is, what later became known as the Rzhev salient.

During this advance the headquarters reported back to the Front:"The adversary was using the fortified belt, which had been prepared and built by our units during the autumn retreat, and about the presence of which the army was completely unaware.

[9] 3rd Shock was in the westernmost sector of the Toropets salient, facing the rail hub of Velikiye Luki, defended primarily by a regiment of the German 83rd Infantry Division.

Two days later the division joined hands with the 357th in the western outskirts of Velikiye Luki and the 9th Guards in the area of the Ostryan railway station, completing the inner encirclement as German outposts fell back into the city.

During the next months 3rd Shock gradually advanced westward in the direction of Novosokolniki, which involved a seesaw battle over several weeks for a German stronghold on the Ptahinski Hill, which finally ended on July 6.

Although this attack penetrated German defenses to a depth of about 20 km, it faltered in the face of enemy reserves and by October 10 halted just short of the Nevel - Gorodok - Vitebsk railroad and highway.

During the remainder of the month Soviet forces continued to press towards Gorodok, but unseasonal mild weather with accompanying heavy mud and desperate German countermeasures held them off.

This force was to attack eastwards through the 6 km-wide passage between Lakes Bernovo and Chernovo and join hands with the spearheads of 11th Guards Army 18 km north of Gorodok.

[20] This linkup began the encirclement of most of German IX Army Corps in the northern end of their Gorodok - Nevel salient, but the High Command refused to authorize a retreat.

Counterattacks by 20th Panzer, with a force of seven to fifteen tanks, failed to break through, and by early on December 15 the two Soviet armies had completely enveloped the 87th and 129th Infantry Divisions and elements of several others.

In the first days of January, 1944 the 381st was involved in particularly intense fighting in a salient south of Lake Zaronovskoe, attempting in vain to break through the German defenses around their strongpoint at Gorbachi.

Even with the commitment of the 166th Division the 2nd Guards advanced roughly 1,000 metres north of Gorbachi and by January 14 it was clear the Corps had shot its bolt.

After an extensive artillery preparation the assault quickly overcame the forward defenses of 12th Infantry south of Lake Zaronovskoe and in two days of heavy fighting advanced up to 3.5 km deep through a 1 km-wide gap.

The shock group struck again on February 7, and the 90th Guards managed to drive a narrow 1 km wedge into 12th Infantry's defenses just west of Kozaki.

97th Corps attacked towards Kallelovo and penetrated the forward Finnish defenses, but only advanced 5 km, reaching the south bank of the Sestra by the end of the day.

On June 12, 97th Corps enveloped Termolovo from the west to northeast, but the pace of the advance was slowing, and it became clear that a regrouping would be necessary before tackling that second line.

To this end, the rested 97th Corps was again subordinated to 21st Army on the morning of the 18th and, supported by the 1st and 152nd Tank Brigades, prepared to take the lead in breaking the third line.

Overall, the forces of 21st Army ripped a 70 km-wide gap in the Finnish defenses from Muola to the Gulf of Finland, and advanced as much as 14 km during 18 hours of bitter fighting against determined but confused resistance.

The situation changed overnight as the German forces began to withdraw from Pułtusk and on January 16, led by 8th Guards Tank, 2nd Shock advanced 20 km.

The next day the 98th Corps helped to liberate Ciechanów and was following 8th Guards Tank in the direction of Mława, cutting the highway from this fortified center to Bieżuń by the end of January 18 after a further advance of 30 km.

Beginning on March 11 2nd Shock was to attack towards Gdańsk from the south, and advanced along both banks of the Vistula over the next two days before reaching the lines of its fortified area on the 13th.

After ten days on the defensive, 2nd Shock joined the assault on March 23, and by the end of the 26th had helped force the German Gdańsk group back into the city proper.

At the start of the Berlin Offensive the right wing armies of 2nd Belorussian Front, the 19th and 2nd Shock, were tasked with holding a firm defensive line on the Kolberg - Walddenenow - Ihnamünde sector.

2nd Shock was also to force the Waite Streve and the Damanscher Strom straits in order to support 65th Army in taking Stettin, but 98th Corps was not part of this.

By the end of April 25 the Front had finished breaking through the German defense along the western bank of the Oder River, and from this point 2nd Shock and 65th Armies were give the task of attacking to the northwest.

2nd Shock was to advance in the general direction of Anklam and Stralsund, with part of its forces detached to clear Usedom and Rügen Islands.