The division first began forming in November 1939, at Orsha in the Byelorussian Military District. Its commander, Sergei Ivanovich Denisov, was promoted to the rank of
Kombrig on November 4; he had previously led the 20th Mechanized Brigade. On November 27, while barely formed, the division entrained for
Petrozavodsk where it arrived a month later. The Winter War with Finland had begun on November 30, and on January 12, 1940, it was assigned to
1st Rifle Corps in
8th Army. In the first days of March the 164th was included in a force that was to operate against a Finnish grouping in the Loimola area. During this operation Lt. Aleksandr Antonovich Rozka, a member of the
Komsomol, distinguished himself sufficiently to become a
Hero of the Soviet Union. A platoon commander in the 230th Antitank Battalion, on March 9 he led a group of his men in an attack on a fortified height which led to the capture of two heavy and five light machine guns, plus 40 rifles. He was awarded his Gold Star on May 19, and went on to serve in the defense of Leningrad, eventually reaching the rank of lieutenant colonel before his retirement in 1955. He lived and worked in
Kamianets-Podilskyi until his death on January 31, 1970, at the age of 54. The war ended on March 13, before the division saw much more action. In April it was again loaded up and sent south to the
Odessa Military District, where it soon took over a sector of the Prut River along the Romanian border. On January 15, 1941
Kombrig Denisov left the division to become an instructor at the Military Academy of Mechanisation and Motorisation. His rank was modernized to major general of tank troops on November 10, 1942, and in the spring of 1943 he was briefly the acting commander of
1st Guards Mechanized Corps, but he was killed in action on June 22. Col. Anatolii Nikolaevich Chervinskii followed him in command of the 164th. Prior to the German invasion the division was assigned to 12th Army's 17th Rifle Corps, which also contained the
60th and
96th Mountain Rifle Divisions. Its order of battle on June 22, 1941, was as follows: • 531st Rifle Regiment • 620th Rifle Regiment • 742nd Rifle Regiment • 494th Artillery Regiment • 473rd Howitzer Artillery Regiment (until October 20, 1941) • 230th Antitank Battalion • 180th Antiaircraft Battalion • 144th Reconnaissance Battalion • 186th Sapper Battalion • 213th Signal Battalion • 140th Medical/Sanitation Battalion • 43rd Chemical Defense (Anti-gas) Platoon • 172nd Motor Transport Battalion • 84th Field Bakery • 187th Divisional Artillery Workshop • 1669th Field Postal Station • 1090th Field Office of the State Bank By this time the division's main body was centered to the south of
Khotyn. It had 9,930 personnel on strength and was actually over-equipped with 10,444 rifles, 3,621
semi-automatic rifles, 400 submachine guns, 439
light machine guns, 195
heavy machine guns, 58
45mm antitank guns, 38
76mm cannon and
guns, 28
122mm and 12
152mm howitzers, 151 mortars of all calibres, 283 trucks, 29 tractors, and 1,921 horses. Its main shortage was motorized transport.
Operation Barbarossa Late on June 21 the commander of Kiev Special Military District (soon Southwestern Front), Col. Gen.
M. P. Kirponos, began sending orders to his armies to open their "red packets" of wartime instructions even though he had not yet been authorized to do so by the
STAVKA. Under these instructions the 17th Corps was to move some 100km across wooded, mountainous terrain to take up positions along the frontier. The chief of staff of 12th Army, Gen. B. Arushnya, spoke to Kirponos by phone around 0400 hours on June 22, reporting that the situation along the Army's sector was "still quiet". An hour later he was contacted by Kirponos' chief of staff:Once it reached the Prut the 17th Corps was facing elements of the Romanian
3rd Army, which had already attempted to force crossings with no success. On June 25 the division was transferred with its Corps to the 18th Army which was being formed in Southern Front (former
Odessa Military District). The 164th would remain under these commands until it was disbanded. Beginning on July 1 the Romanians renewed their efforts to force the river, particularly at the
Lipcani–Rădăuți-Prut Bridge. Chervinskii had been under orders to preserve the crossing for a planned offensive into Romania, but this turned into a stalemate where machine gun and mortar fire prevented both sides from crossing or destroying it. After taking losses, including two tanks, the Romanian force switched its attention to Novoselitsy, which was held by the 144th Reconnaissance Battalion and included a lodgement on the "Romanian" side of the river. An artillery duel ensued; this ended about 2200 hours after which the scouts reported sounds indicating an attack was imminent. In fact, this was a ruse to cover a crossing attempt by German troops on another sector, but it also failed. The 164th held off all Axis crossing operations until July 5, after finally destroying the bridge, but due to other Soviet forces falling back to the north and south it was forced to retreat to the
Dniestr River, which it crossed on the night of July 5/6. By July 7, 17th Corps had taken up positions southwest of Kamianets-Podilskyi, and by four days later it had retreated past that place, now facing the Hungarian
VIII Army Corps. As of July 14 the 164th was attempting to hold a sector on the Dniestr on the right flank of
55th Rifle Corps' 169th Rifle Division. By now the 60th Mountain Division had become detached from 17th Corps and rejoined 12th Army; as a result it would be encircled in the
Uman Pocket in early August and destroyed. As the retreat continued, elements of this and other divisions of 17th Corps came under Chervinskii's command, including the 651st Mountain Rifle Regiment of 96th Mountain Division.
Retreat through south Ukraine By July 27 the 164th was organizing to cross the
Southern Bug River in the vicinity of
Haivoron. Chervinskii exercised insufficient supervision over the operation, and the bridge was destroyed prematurely, leaving most of the 494th Artillery Regiment (20 cannon, 12 mortars, two tractors, three motor vehicles, and part of the supply train) plus many of the personnel of 651st Mountain Regiment, isolated on the west bank. On October 17 he was replaced by Lt. Col. Vladimir Yakovlevich Vladimirov, and two days later he was tried by a military tribunal of 18th Army, found guilty of negligence, and sentenced to eight years in a labor camp, deferred until the end of military operations. From the end of the month he commanded two rifle regiments of the
51st Rifle Division before being made commander of the 78th Naval Rifle Brigade in February 1942. In June this brigade served as the basis of the new
318th Rifle Division and Chervinskii remained in command, but became missing in action in July during the early stages of the German summer offensive. Southern Front largely escaped the debacle suffered by Southwestern Front east of Kiyv in September and the 164th continued to retreat with 18th Army during this period. Following this victory the
OKH ordered Army Group South to attack simultaneously toward
Kharkiv, the
Donbas, and
Rostov-on-Don, with its left wing forces, while the right wing encircled Southern Front and invaded the
Crimea.
1st Panzer Army attacked off the march from the
Poltava area and soon smashed the defenses of 12th Army before exploiting toward
Melitopol, encircling six divisions of the Front's 18th and
6th Armies on October 7. Over the next three days elements of the 18th were able to break out toward
Taganrog, pursued by panzers which halted on the
Mius River to regroup on October 13. During this fighting the division was effectively overrun and scattered, and Lt. Colonel Vladimirov officially left his command on October 30. However, in common with most divisions of Southwestern and Southern Fronts that were destroyed in this period, the 164th was not finally written off until December 27. == 2nd Formation ==