The 38th Division was inducted into federal service at Indianapolis, Ind. on Jan. 17, 1941, and consisted of men from Indiana, Kentucky and West Virginia. The division moved to Camp Shelby, Miss. Jan. 26, 1941, and was redesignated the 38th Infantry Division Mar. 1, 1942. The division arrived in Camp Carrabelle, Fla. Nov. 12, 1942 for amphibious training and departed for Camp Livingston, La. Jan. 28, 1943. The division left the New Orleans port of embarkation by echelon on Dec. 31, 1943 and arrived completely in Hawaii Jan. 21, 1944. Here it relieved the 6th Infantry Division of ground defense of Oahu until July 11, 1944 when it departed Hawaii for Oro Bay, New Guinea on the SS Monteray. The division crossed the Equator on July 13 at 1515. All personnel participated in the ceremony of initiation into the Ancient Order of the Deep. Dropped anchor at Milne Bay July 21 and sailed from Milne Bay July 23, where it was hit by a Volcanic Dust Storm at sea at 1350. The ship ran aground barrier reef at 1800. Debarked from SS Monteray July 25 and transferred by LCIs to SS Simon Bamburger and sailed for Oro Bay, New Guinea. On August 24 the Headquarters Company was designated Expert Infantry Company. It left Oro Bay Nov. 21, proceeded to Lea Bay, Lea, New Guinea and then on to Hollandia Harbor, Hollandia, New Guinea, Nov. 26. Left Hollandia Harbor Nov. 27. The ship was under attack by enemy planes during major portion of the day on Dec. 5. One enemy plane crashed on the bow of the ship, resulting in explosions and fire.
Entered Terragon Bay, Leyte, Phillipines on Dec. 6, 1944 and disembarked via LCMs. The 149th Infantry assisted in reducing the Japanese paratroopers which had assaulted Buri, Bayung, and San Pablo airstrips Dec. 6. Part of Headquarters Company left area and proceeded to Buri area on Dec. 9, 1944, and engaged in combat from Dec. 9 to Dec. 13. Forward wire crews, radio men, and I&R Platoon subjected to harassing fire of enemy snipers. Personnel rejoined remainder of Company Dec. 12 at Buri. The division cleared Buri Airfield after heavy combat by Dec. 10 in conjunction with the 11th Airborne Division. A battalion of the 152nd Infantry moved to Agojo Point on Samar under direct Sixth Army control, and the 151st Infantry performed security operations in the Culasian Point-Barugo area under the 24th Infantry Division. The division was reassembled by Jan. 4, 1945 and landed in the San Narcisco area of Luzon on Jan. 29 without opposition.
Subic Bay was gained with the capture of Grande Island by a battalion of the 151st Infantry as the port facilities at Olongapo fell Jan. 30, 1945. The division then commenced the drive to clear Hwy. 7, all three regiments participating in the fierce Battle of Zig Zag Pass Feb. 1 to 14, 1945, and Dinalupihan fell to the 149th Infantry on Feb. 5. The reinforced 151st Infantry landed at Mariveles, Bataan Feb. 15 and defeated a major Japanese counterattack that night. The division pushed down the east coast road to Pilar and across the peninsula to Bagac, securing most of Bataan Peninsula by Feb. 21, 1945. A battalion of the 151st Infantry was detached to relieve the 503rd Parachute Infantry on Corregidor Feb. 24 and assigned to garrison the island Mar. 8. The division moved to Fort Stotsenburg on Mar. 10 and relieved the 43rd Infantry Division there. It then pushed west to destroy entrenched Japanese forces between the fort and Mt. Pinatubo. Battalion-sized landings were conducted in the meantime by the 151st Infantry at Caballo Island and Fort Drum (El Fraile Island) on Mar. 28 and Carabao Island on Apr. 16.
The division relieved the 6th Infantry Division in the Montalban sector on Apr. 25, after Mt. Pinatubo fell to the 149th and 151st Infantry on Apr. 15. The exchange of sectors between the two divisions was completed Apr. 30. After intensive artillery bombardment, the 152nd Infantry attached Woodpecker Ridge May 2, but its advance was suspended until May 4 when it attacked again, and again was brought to a halt. In the meantime, the 145th Infantry attacked the Shimbu Line May 4 as the division approached the Wawa Dam, and gained the top of Sugar Loaf Hill after heavy fighting on May 6. The following day the 152nd Infantry reattacked Woodpecker Ridge. The 145th Infantry finally took Mt. Binicayan on May 9, after several assaults, and on May 16 the 152nd Infantry renewed its attempts to force Woodpecker Ridge. The 149th Infantry relieved the 145th Infantry on Mt. Pacawagan and continued the drive on Wawa Dam, which was met with strong opposition. The 152nd Infantry tried to storm Woodpecker Ridge again on May 18 and the attack, assisted by flamethrowing tanks, was resumed May 21. On May 22 Woodpecker Ridge fell, and on May 28 the Japanese abandoned Wawa Dam.
The division then moved to Bayanbayanan in preparation for new operations in southern Luzon on June 23, 1945. The Luzon campaign was declared ended as of June 30, but the division continued to mop up Japanese forces in the Marikana area of eastern Luzon until the war ended. The division arrived in the Los Angeles port of embarkation Nov. 9, 1945 and was inactivated at Camp Anza, Cal. the same date.