3. SS-Panzer-Division Totenkopf was formed Oct 1939 from concentration camp guards with the addition of officers from the SS-Verfügungstruppe (SS-VT) and men from SS-Heimwehr Danzig.

It was initially held in reserve during the campaign in the west, but was soon sent to the front in Belgium. They suffered heavy losses compared to other units but managed to keep up the advance. At Le Paradis 4th company of the 2nd regiment, commanded by SS-Obersturmführer Fritz Knöchlein, machine-gunned Brittish POWs. It later fought in France seeing its only real action against colonial troops at Tarare.

It took part in the invasion of the USSR attached to Heeresgruppe Nord and advanced through the Baltic states and towards Leningrad. It remained in the Leningrad area until the Soviet counteroffensive pushed the Germans back and it was encirclede at Demyansk Jan to Mar 1942 when it broke out. It remained on the front until it was transferred to France Oct 1944 where it regrouped. It was sent back to the Eastern front where it fought at Kursk and Kharkov. It was sent to Hungary Dec 1944 where it took part in the failed attempt to relieve Budapest.

It surrendered to US forces in Austria, but was promtly turned over to the Soviets and few survived.