A new division began forming on February 26, 1942 in
Chita Oblast in the
Transbaikal Military District. Its order of battle remained the same as that of the first formation. Lt. Col. Aleksei Ivanovich Valugin was appointed to command on the same date, and he would hold that post, in the same rank, for nearly six months. Although the divisional headquarters formed at Chita, the division's components were formed all over the Transbaikal and the
Mongolian People's Republic. In March, the division was noted as having 85% of its personnel of
Yakut or
Buryat nationality. In May and June the division was assigned to
36th Army in
Transbaikal Front for training, and in July was railed west, where it arrived in the
21st Army of
Stalingrad Front on July 20. The 321st saw its first action nine days later, following these orders from the
STAVKA to Stalingrad Front: As with many others, the planned assault faltered with very little to show for it, largely because not enough time was available to coordinate and control it properly. By early August the division had been transferred to the
4th Tank Army which was trying to hold a 50km-wide bridgehead on the west bank of the Don while also protecting the approaches to Stalingrad from the northwest. The 321st did its best to reinforce the army's right flank. On August 13, German
Sixth Army launched a diversionary attack against this flank with its
XI Army Corps. As reported to the
STAVKA: The attack forced the division to withdraw, as the Sixth Army commander,
Gen. Paulus, expected, and 4th Tank Army reinforced the sector with antitank assets. In spite of this setback, the division was in better state than most of the rest of its army, which was rapidly being encircled; on August 14, 4th Tank Army reported the 321st had a total of 7,544 men. In conjunction with arriving forces of
1st Guards Army, the 321st was ordered into a counterstroke on August 17 to try to retrieve the situation, but this effort failed, and on August 20 its strength had fallen to 4,356 men. Only the timely arrival of
38th and
40th Guards Rifle Divisions prevented the German corps from liquidating the narrow bridgehead south of the Don from Kremenskaya to Sirotinskaya. This bridgehead would later cause the German Army much grief. However, the 321st was by now decimated, and was transferred to 1st Guards Army. On August 24 Maj. Gen. Ivan Alekseevich Makarenko took command of the division, which he would hold for the duration of the 2nd Formation. As of September 3 the division was back in 21st Army, still in the Kremenskaya bridgehead. On the following day it was ordered to attack XI Corps again, in an attempt to prevent
22nd Panzer Division from moving eastward towards Stalingrad. This made little impression, and for the next months the 321st continued to hold its positions and rebuild.
Operation Uranus In November the division was transferred to
65th Army (the former 4th Tank Army) on the right flank of
Don Front. In the planning for Operation Uranus, 21st Army was to have a leading role in breaking out of the Kletskaya bridgehead, but the 65th was to provide support on its left. On November 19 the 321st concentrated its forces on a 4km sector from Melo-Kletskii to Melo-Logovskii. Its immediate objective was to strike southwards on both sides of the Mokryi Log
Balka, which was the boundary between Romanian
Third Army and German Sixth Army, and force them apart. In the event, the 321st and the neighboring
304th Rifle Division ran up against skillfully fortified German strongpoints which pinned them down, leading to negligible gains. On the third day, these divisions were still grinding forward, forcing the
376th Infantry Division to fall back to its next positions, but the 321st had to be partially pulled out for rest and refitting. On the 23rd the division was ordered to reinforce
4th Guards Rifle Division to seize Khmelevskii. On this same day, Sixth Army was encircled, and the battle became a siege. Due to orders from the
STAVKA, on November 27 the 321st, plus two other divisions of 65th Army, redeployed south to reinforce
5th Tank Army, which was struggling to capture German strongpoints on the Don and
Chir Rivers. By the next day the division, along with
40th Guards Rifle Division, was getting into position to attack the German positions at
Oblivskaia. On November 30, an attack by the 321st, a regiment of guardsmen, and two cavalry divisions, failed to take this strongpoint, although some gains were made. In the following days, the division was ordered to go to the defensive. On December 6 the 321st and the neighboring
119th Rifle Divisions were ordered to prepare an attack to begin at dawn on December 9 to "force the [Chir] river, seize a bridgehead, and protect the commitment of the [newly-arrived 5th Mechanized] corps during the first half of the day." On the appointed day and time two regiments of each division attacked on a 6km-wide sector from the outskirts of
Surovikino westwards to the village of Sekretov, easily crossing the frozen surface of the river, with two mechanized brigades concentrated in the rear, ready to exploit southward. However, the advance battalions of the rifle regiments came up against heavy fire from Group Stahel's Battlegroup Weicke, defending the south bank with the 301st Panzer Detachment and an Estonian police battalion. As well, German artillery delivered heavy flanking fire on the riflemen, forcing them to go to ground. General Romanenko, commander of 5th Tank Army, was present, and ordered that the offensive be postponed until the next day, when it would be spearheaded by the mechanized troops. On December 10 the 321st successfully eliminated the German bridgehead on the north bank at Sekretov, but remained unable to force its own way across.
Operation Little Saturn The next phase of Soviet operations against the Axis forces in the Stalingrad region began on December 16. At this time the 321st was one of six rifle divisions in 5th Tank Army. The Army had been reduced by transfers to
5th Shock Army and its
1st Tank Corps was "burned out" from previous fighting so its role in the offensive, beginning on December 18, was primarily to pin down the
11th Panzer Division on the lower Chir to prevent it intervening to assist the
Italian Eighth Army, which was the main target of the offensive. 5th Mechanized Corps attacked out of the narrow bridgehead it had won a week earlier, while the 321st began its assault across the river before dawn, seizing the village of Dalne-Podgorskii with small forward detachments, before the defenders could react. These were followed by the main forces of the division's regiments, which drove southward, overwhelming the defenses of
7th German Air Force Division's Battlegroup Wagner and throwing them back 6 - 8km to the rear. The combined attack threatened to turn the flanks of not just the 7th GAF but the
336th Infantry Division as well. This forced 11th Panzer to intervene on the 19th, engaging 5th Mechanized west of
Sovkhoz No. 79. The accounts of this fighting from each side vary greatly, but it appears that the German armor recaptured about half the ground lost by 7th GAF the day before. 5th Mechanized stabilized the situation by the end of the day in heavy fighting, and the resistance of both this unit and the 321st on December 20 forced 11th Panzer to give up its hopes of restoring the defenses along the Chir and go over to the defense. After continued fighting over the next two days, 5th Mechanized handed its sector over to the 321st and moved back to replenish after heavy losses. As of December 29 the division was maintaining its pressure, along with
40th and
54th Guards Rifle Divisions on Group Stahel of Corps Mieth in its Tormosin salient between the
Don and Chir rivers. Following the German surrender in Stalingrad, the 321st continued to serve under 5th Tank Army in the following offensives into the lower Don and
Donbas regions. In recognition of these successes, on March 19, 1943, the division was re-designated as the
82nd Guards Rifle Division. ==3rd Formation==