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The 149th Rifle Division was originally formed as an infantry division of the Red Army by September 1939 in the Oryol Military District, based on the shtat of later that month. At the outbreak of the war it was still in this District, attempting to build up to wartime strength as part of the 30th Rifle Corps, but by the beginning of July it had been assigned to 28th Army, soon being made part of a shock group known as Group Kachalov. Beginning in the third week of July this Group, under Western Front, started a combined arms drive to the north from the Roslavl area toward Smolensk. This push made very poor progress in a week of fighting before the Group was struck on the left flank by the XXIV Panzer Corps and quickly encircled. The men of the 149th were forced to break out as individuals and small groups, taking heavy losses in the process, and were then moved to the rear of Reserve Front for rebuilding under 43rd Army for most of August. It played an abortive role in the fighting near Yelnya in the last days of the month, costing further casualties, before being pulled back into its Army's second echelon. At the start of the final German offensive on Moscow the 149th found itself almost directly in the path of 4th Panzer Group and was quickly driven north in disarray, becoming encircled with most of its Front by October 7. Although the command staff, other small groups, and individuals managed to escape through the German lines over the coming weeks there was not enough to warrant another rebuilding, and the division was written off in late December.
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