After participating in the first great encirclement at Mink, the 161st had to march hard to catch up with the fighting to the east, eventually helping to relieve the mobile units of 3rd Panzer group for other tasks. By mid August the division was part of the 9th Army's eastern front north of Smolensk. On 17 August the division was hit by a massive attack, a main component of Timoshenkos counter offensive, which was aimed at disrupting German offensive action and recapturing lost ground in the Smolensk region. Virtually the whole of the Soviet 19th Army attack sector fell upon the 161st Division and its forward defences were overrun by 4 Russian infantry divisions and a tank division. In one week's fighting the division lost 75% of its combat strength and much equipment and had to be pulled out of line and replaced by the 14th Infantry Division (mot)