Vladimir-Volynskiy Direction
As difficult as Fedyuninskiy’s situation was, the one facing his counterpart, commander of the XXVII Rifle Corps, Maj. Gen. Pavel D. Artemenko, was simply nightmarish. Bearing the brunt of attack by Army Group South, the two frontline rifle divisions, 87th and 124th, found themselves practically surrounded by the end of June 22. However, receiving the word that their sister division, the 135th, would be deployed between them on June 23rd, both divisions remained in place. Believing themselves to be reinforced and going onto offensive, the Soviet soldiers prepared only the most rudimentary defensive positions during the night.
Throughout most of the day, Major General Alyabyshev’s 87th Rifle Division attempted retaking Ustilug, only to be drawn further into the trap. Two of its rifle regiments made no headway against the town, while the third regiment, reinforced with a tank regiment from the 41st Tank Division, fought its way to the southeastern outskirts of Ustilug by 1400 hours. The price paid by the tank regiment, equipped with T-26 tanks, was disproportionally high when compared against gains achieved.
The steep price paid by Soviet riflemen and tankers was for naught. German response came around 1600 hours when units from Wehrmacht’s 298th Infantry and 14th Panzer divisions counterattacked the winded Soviet formations from the west and northwest. At the same time, the German 44th Infantry Division attacked the left flank of the 283rd Rifle Regiment and forced it to retreat with heavy casualties. The pullback exposed the left flank of the 96th Rifle Regiment, which in turn was forced to abandon the fight for Ustilug and retreat.
The Red Army units were thrown back from Ustilug in disorder, and victorious Landsers broke into Vladimir-Volynskiy on the heels of retreating Soviets. So swift was the German attack that the Soviet soldiers did not have a chance to prepare the small town for defense. After a series of running street fights lasting several hours, disorganized units from the 87th Rifle Division were pushed out of town. One small group of die-hard Red Army men made a suicidal stand on a hillock east of town, amid the remains of earthen ramparts of a ruined fourteenth century castle.
Attacking just south of them, the 299th Infantry Division of the German XXIX Corps found the going much easier. Other than two border guard blockhouses and two bunkers from the fortified district, there were no Soviet troops readily available to oppose them. After surrounding and bypassing the Soviet strong points, the 299th Infantry Division continued its dash eastward.
Throughout day this division continued a two-pronged effort. As the bulk of 299th pressed forward, its rear echelons continued to systematically isolate and destroy the Soviet bunkers which continued to resist in its rear. By evening, the main body of 299th Infantry Division concentrated in the vicinity of Yanevichi railroad station, ten miles south of Vladimir-Volynski. Its forward elements reached Lokachi but were furiously attacked and severely mauled by the approaching 396th Rifle Regiment from the Soviet 135th Rifle Division.
By the nightfall of June 23, situation of the 87th Rifle Division looked bleak. As the result of the 14th Panzer Division’s breakthrough, its defensive front was broken in two. The main body of the 87th Rifle Division, flanked on both sides, became cut off and surrounded and suffered punishing casualties. Ammunition was running low, and there was no communications with headquarters of the XXVII Rifle Corps or the Fifth Army or with the neighboring divisions. In these circumstances, commander of the 87th Rifle Division, Maj. Gen. F. F. Alyabyshev, decided to begin a pullback east during the night. His intent was to rejoin the Fifth Army, which he believed was to begin a counterattack in the direction Vladimir-Volynski at any time.
When the 87th Rifle Division attempted to break out during the night, its 283rd Rifle Regiment was cut off and annihilated. During the retreat, Alyabyshev’s command became fragmented from brushes with German troops. In one of these countless skirmishes in the early morning of June 25, General Alyabyshev himself was killed. Division’s Chief of Staff Colonel Blank replaced the fallen general and led the unit in the northeast direction through the wooded and swampy area between rivers Turya and Stokhod.
Sokal Direction
Throughout the day, the Major General Suschiy’s 124th Rifle Division continued its stubborn fight as well. Containing its spirited, but ineffective, counterattacks from the front, the Germans shifted their attention to the flanks of the 124th Rifle Division. Slowly, the Soviet division was being completely surrounded. On their way to their goal of Radekhov, the 15th Panzer Regiment of the 11th Panzer Division passed through and around the left flank of the beleaguered division, pinning it in place. Following closely in the wake of panzers, German 57th Infantry Division surrounded Suschiy’s division and began tightening the noose. Not having prepared adequate defensive positions during the night, the 124th Rifle Division suffered heavy casualties before being able to halt the Germans.
Being out of communications with higher echelons, Major General Suschiy still expected to be relieved by the counterattacks of the Soviet reserves. Without orders to withdraw, Suschiy decided to continue holding his positions and established all-around defense. By this time, the 124th Rifle Division has been pushed almost forty kilometers east of the border. He ordered evacuation of as many supplies as possible from the divisional depots in Gorokhov and the destruction of what could not be evacuated.
Soviet Reserves Moving to the Border
While the forward Soviet units fought for their lives, reserves of the Fifth Army and the South-Western Front were ponderously moving forward. The 135th Rifle Division, detached from its parent XXVII Rifle Corps to be Fifth Army’s reserve, bivouacked in a forest west of Torchin, ten miles west of Lutsk. Its forward-most unit, the 396th Rifle Regiment, as mentioned previously already had a brush with advance German elements. After expelling a reconnaissance unit from the German 299th Infantry Division from Lokachi, it set up defensive positions there for the night.
The 1st Antitank Artillery Brigade, after a night march from Kivertsi, in the morning of the 23rd deployed west of Zaturtsi, approximately eighteen miles west of Lutsk, straddling the Vladimir-Volynskiy–Lutsk road.
The main body of the XXII Mechanized Corps, after completing a thirty-mile night march from Rovno, was concentrating approximately twelve miles northeast of Lutsk. It was preparing to leave in the evening for Kovel area to link up with its 41st Tank Division, which was covering the city from northwest.
The XIX Mechanized Corps, setting off in the late evening of the 22nd from Zhitomir-Berdichev area, since the morning of June 23 was resting in the woods east of the river Slutch, still 125 miles southeast of Lutsk. The corps was preparing to leave in the late evening of the 23rd to the area of Klevan, northwest of Rovno.
Two rifle corps from reserves of the South-Western Front were moving into the area of operations of the Fifth Army as well. The XXXI Rifle Corps, consisting of three weak rifle divisions and some minor corps assets and marching on foot, was still over seventy miles east of Lutsk. The XXXVI Rifle Corps, of similar composition and moving in similar fashion, was even further away, its struggling units centered on Shepetovka. Both divisions were preparing to move out again at night. While the XXXI Rifle Corps was advancing roughly due west, the XXXVI Rifle Corps was aiming southwest towards Kremenets, on the left flank of the Fifth Army.