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Enjoying the initiative of launching the first strike allowed Germany to achieve maximum favorable concentration of forces at the place and time of their own choosing. At the Schwerepunkt (point of main effort) of the German invasion in the Ukraine, three under-strength Soviet divisions, plus several border guard detachments and machine gun battalions, were opposed along almost sixty miles of border by eight infantry and two panzer divisions of German first echelon.

As the German commandos were storming the bridges at Ustilug, less than twenty miles away to the east, a little black staff car was bouncing over a potholed road, taking two lieutenant colonels from the staff of Soviet 41st Tank Division fishing. While Lt. Col. Dmitriy Vasilyev was enthusiastic about putting in some quality fishing time, division’s Chief of Staff Konstantin Malygin could not shake off gloomy foreboding.

Before they had the chance to cast their fishing lines, the two officers were alerted by their driver pointing towards the border:

Several red and green signal flares go up from direction of the border. Before they burned out, a far-off thunder was heard. Reflecting of lightening sky, flashes from cannon shots began blinking. Somewhere ahead, ricocheting, tracer bullets flew high. In the fortified region the earth rose up, mixed with smoke. We could hear chattering of machine guns, pops of rifle shots, thuds of shells and mortars.[4]

Abandoning their fishing poles and gear, they raced towards their garrison in Vladimir-Volynskiy, a small town with several small Gothic churches. Their base was already a beehive of activity under sporadic bombing and shelling as troops from the 41st Tank Division hurried to get ready to set off for the division’s staging areas. As more and more vehicles pulled out the front gates, division’s artillery regiment, possessing only four prime movers, sat idle. Its commander, Maj. Nikolai Khizhin, and Malygin put their heads together and came up with a field-expedient solution to get some of the guns moving. The 41st Tank Division possessed fifteen old BT-2 two-turreted tanks, armed only with machine guns and protected by paper-thin armor. Virtually useless other than as training machines, these tanks at the end of their useful lives were detailed to tow some of Khizhin’s howitzers.

At the division’s headquarters, staff officers attempted in vain to reach headquarters of their parent XXII Mechanized Corps or of the Fifth Army, both located in Rovno. Division’s commander, Col. Petr Pavlov, and his political deputy, Commissar Mikhail Balykov, were attempting to piece together the situation. One radio message came in from the division’s 41st Motorized Rifle Regiment, located separately some distance away in Lyubomclass="underline" “The regiment is fighting on the border under operational control of XV Rifle Corps.”[5]

Not receiving any orders from above and with Balykov’s agreement, Colonel Pavlov tore open his sealed orders packet. In accordance with the plans developed before the war, all of the XXII Mechanized Corps to which the 41st Tank Division belonged was to concentrate in the Kovel area and protect it against possible attack from northwest. The envelope also contained a map with designated staging areas and routes to them. Following these only orders available to him, Pavlov turned his division northeast to Kovel, away from the fighting at the border nearby.

As the 41st Tank Division began rolling out of its base camp, an urgent request for help came from commander of 87th Rifle Division, Maj. Gen. F. F. Alyabyshev.[6] Alyabyshev’s division was responsible for covering thirty-four miles of the border directly west of Vladimir-Volynskiy. As German shells starting raining on his garrisons, General Alyabyshev began moving his units forward to the sound of the guns. On his own initiative, Pavlov detached one tank battalion from the 82nd Tank Regiment to assist Alyabyshev. Placing Malygin in charge of moving to Kovel, Colonel Pavlov stayed behind with the tank battalion to assess the situation.

While the bulk of the 87th Rifle Division, hampered by German air attacks, advanced to the border, the only forces directly available to oppose the Germans around Ustilug were one engineer and three rifle battalions involved in construction of fortifications along the border.[7] They were augmented by several platoon-sized border guard detachments and two machine-gun battalions garrisoning a scattering of bunkers belonging to the fortified region. In addition, just days before the invasion, Alyabyshev, without approval from above and at his own risk, pre-positioned one artillery battalion in the overwatch positions around Ustilug.

A bitter fight flared up all around this tiny picturesque town. Following on the heels of commandos and recce troops, the main forces of the German 298th Infantry Division attempted to bull its way through Ustilug. Vicious fighting developed among the twisted cobblestone streets and muddy banks of the river. For the first two hours, outnumbered Red Army soldiers were able to put up stiff resistance, supported by point-black artillery fire and aided by narrow confines of ancient streets. However, effective German counter-battery fire forced the Soviet artillery battalion to withdraw east. Stubborn Red Army machine gunners manning bunkers along the river were largely neutralized by direct fire of German artillery and assault teams of combat engineers armed with flamethrowers and demolition charges. Left on their own, the depleted remains of 1st Battalion, 16th Rifle Regiment, and few surviving border guards withdrew east to link up with advancing elements of the 87th Rifle Division.

By 0900 hours, as more and more of his units went into the fight directly from the march, Maj. Gen. Alyabyshev was able to somewhat stabilize the situation, temporarily halting the German advance by determined counterattacks north and south of the town. Alyabyshev’s riflemen were supported by the point-blank fire of his division’s 212th Howitzer Regiment and T-26 tanks from the 82nd Tank Regiment loaned by Colonel Pavlov.

Several miles away to the east, Lieutenant Colonel Malygin was moving the rest of the 41st Tank Division north, parallel to the fighting, through the areas where the 87th Rifle Division was staging for a counterattack. The Germans were heavily bombing and shelling both units. He recalled a direct bomb hit striking a heavy KV-2 tank and setting it ablaze. Another KV-2 became stuck in a swampy patch of ground, common throughout the northwestern Ukraine. Since there was no way to pull it out under fire and with Germans approaching, its crew blew the immobile tank up.

Just south of Ustilug, two other Soviet rifle and one engineer battalion which were employed in construction briefly attempted to prevent Wehrmacht’s 44th Infantry Division from crossing the Western Bug River in rubber boats and ferries. Despite stubborn resistance by Red Army troops, the 44th Infantry Division was able to establish a beachhead on the right bank of the Bug River and expand it to the depth of five miles. The 14th Panzer Division, following closely behind infantry, began shifting its main forces there. Finding themselves outflanked in the open, the survivors of the three Soviet battalions were forced to fall back, ceding the disputed eastern river bank to the enemy. A virtually unguarded gap of over twenty miles, thinly held by widely separated bunkers, developed between the 87th Rifle and its sister 124th Rifle Division to the south.

Throughout the day the German 14th Panzer, 44th Infantry, and 299th Infantry divisions advanced into the widening gap, despite dogged resistance of Soviet soldiers in their isolated positions. By 1700 hours the Germans began flanking the 87th Rifle Division approximately ten miles southeast of Vladimir-Volynskiy, with Major General Alyabyshev not having any reserves to plug the gap. His 341st Artillery Regiment used up all cannon ammunition and had to fight as infantry. Alyabyshev also received information from the XXVII Rifle Corps headquarters that on June 23 the 135th Rifle Division would be deployed in the gap between the 87th and 124th divisions. Alyabyshev, therefore, made the decision to maintain his position and continue attacking on the 23rd in the direction of Ustilug.

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4

Malygin, 5.

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5

Ibid., 6.

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6

From here on, the Soviet infantry units will be designated as “rifle” in close translation of the Russian terminology.

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7

These battalions were 1st/16th Rifle Regiment, 3rd/96th, and 1st/283rd.