The turn of the 397th came in the first days of January, 1943. It formed a shock group with the 129th Rifle Division and the 177th Tank Brigade which succeeded in making a penetration of the German lines near Tsemena. However units of II Corps immediately counterattacked and surrounded the bulk of this force,Forczyk, Demyansk 1942-43, Kindle ed. including two of the division's regiments:Despite this heroism and endurance, with two regiments reduced to just handfuls of men, the division would not be combat capable until after a substantial rebuilding.
