The 54th Guards was one of the first of many Guards rifle divisions created from the divisions that fought in the Battle of Stalingrad. When formed, its order of battle was as follows:
160th Guards Rifle Regiment from the 365th Rifle Regiment
162nd Guards Rifle Regiment from the 421st Rifle Regiment
163rd Guards Rifle Regiment from the 634th Rifle Regiment
Guards Sapper Battalion from the 224th Sapper Battalion.
At the time of its formation the division it was serving in the 5th Tank Army of the Don Front. Later in the Stalingrad campaign it was transferred to various armies of the Southwestern Front. In February 1943 it was in the 18th Rifle Corps of the 3rd Guards Army and in the spring was reassigned to the 3rd Guards Rifle Corps, where it remained for the duration. The 54th Guards Division, along this its corps, was soon reassigned to the Southern Front and served there for the next 12 months, mostly as part of the 5th Shock Army. It campaigned through the Donbass, southern Ukraine, and finally across the Dnepr River in October 1943. During that time, the division was credited with the liberation of the town of Makeevka in eastern Ukraine, and was given its name as an honorific. After the advance ground to a halt along the Dniester River in the spring of 1944, the division was withdrawn into the Stavka Reserve, and after rebuilding was reassigned to the 28th Army of the 1st Ukrainian Front. During this rebuilding, the division became one of the first rifle divisions to have its towed anti-tank gun battalion replaced with a battalion of SU-76 self-propelled guns. With its Army, the 54th Guards drove into central Poland in the summer, and in early 1945 moved into Latvia to help mop up the German forces there. Following this, the 28th Army was shifted back across Poland, to join the 1st Ukrainian Front's offensive into Czechoslovakia in early May. The division ended the war near Prague. By this time the division had the following honorifics: Makeevka, Order of Lenin, Order of the Red Banner, Order of Suvorov, Order of Kutuzov). After World War II, the division was relocated to Belarus with the 3rd Guards Rifle Corps at Kobryn. In the spring of 1946 the division and its corps were transferred to the 3rd Army, and disbanded within the next six months.