The 138th Rifle Division was twice formed as an infantry division of the Red Army, first as part of the buildup of forces immediately after the start of World War II in Europe. The first formation was based on the shtat of September 13, 1939 and under this organization it took part in the Winter War against Finland, arriving at the front north of Leningrad in December and performing so capably in the battles in early 1940 that it was awarded the Order of the Red Banner. Following this it was converted to serve for two years as a mountain rifle division in the Caucasus region. Following Operation Barbarossa and the German invasion of the Crimea elements of the division were committed to amphibious landings behind enemy lines in early 1942 but these proved abortive. Soon after the 138th was converted back to a standard rifle division. Arriving on the southern approaches to Stalingrad in late July the division fought on the approaches to the city through August and into September before it was assigned to 62nd Army and shipped into the factory district in mid-October. Well into November it played a leading role in defending the Barricades (Barrikady) ordnance factory, eventually becoming isolated in a thin strip of land between the factory and the Volga which became known as "Lyudnikov's Island" after its commanding officer. Following the Soviet counteroffensive that encircled the German 6th Army and other Axis forces in and near Stalingrad the division restored contact with the rest of its Army and then helped eliminate its trapped foes, for which it was raised to Guards status as the 70th Guards Rifle Division.