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Stavka continued demanding energetic offensive actions from Kirponos’ command. The only formation available to Kirponos still capable of conducting limited offensive operations was Lieutenant General Potapov’s Fifth Army. Its location, occupying the lines of Stokhod and Styr Rivers, threatened the left flank of German group of forces at Rovno. Since German command shifted its forward panzer divisions south to deal with the threat posed by the VIII Mechanized Corps, the northern side of Isayev’s trapezoid was the only visible location where the Soviet Fifth Army could achieve some small measure of success.

Under pressure from Moscow, on June 29 Kirponos gave Potapov orders to attack on July 1 from Tsuman-Klevan area “towards the south with the goal of cutting off the moto-mechanized enemy group of forces, which crossed Goryn River at Rovno, from their bases and reinforcements and liquidate the breakthrough.”

The forces available to the Fifth Army were the XV Rifle Corps (two rifle divisions), XXXI Rifle Corps (two rifle divisions), XXII Mechanized Corps (one tank and one motorized rifle divisions), XXVII Rifle Corps (one and one-third rifle divisions), 1st Antitank Artillery Brigade, the 289th Howitzer Regiment from Stavka’s reserves, and 1st Separate Armored Train Detachment. The XXVII Rifle Corps was in most difficult position—it was attempting to prevent the German 298th Infantry Division from expanding its beachhead at the railroad bridge in Rozhysche the previous day. The 135th Rifle Division from this corps was reinforced by the remains of the 19th Tank Division from the XXII Mechanized Corps. This tank unit, which higher echelon commanders insisted on calling a division, had in reality a paltry sixteen T-26 tanks with six field guns, plus the remains of division’s support service units.

The XXII Mechanized Corps was to be Potapov’s strike force in the upcoming offensive. Its unrealistic mission was to attack from the area of Tsuman towards Dubno and capture the town. Of the other two divisions in the XXII Mechanized Corps, the 41st Tank Division still had close to one hundred T-26 light tanks and a dozen of KV-1s, plus twelve cannon. The 215th Motorized Rifle Division had additional fifteen T-26 tanks and twelve more guns.

While the Fifth Army was conducting an organized pullback from Stokhod River and preparing for one last push, the XIX Mechanized Corps with the 1st Antitank Artillery Brigade and the third division from the XXXI Rifle Corps, the 228th, was defending the Rovno-Novograd-Volynskiy highway. During June 29, Feklenko’s corps conducted a local counterattack, crossing over to the west bank of small Goscha River and coming within five mile of Rovno’s suburbs. Even though pushed back to the river, the XIX Mechanized Corps managed to maintain a small beachhead on the west bank until July 1. In the morning of June 29th, one of Feklenko’s tank divisions, the 43rd, still numbered sixty T-26 light tanks and one medium T-34. Within the next several days it lost almost half of these tanks.

On this day, the XIX Mechanized Corps received a welcomed reinforcement of 1,950 men, arriving on foot in Goscha area. These men, all of whom were inducted into the army in May 1941, had not yet completed their basic training and were initially earmarked for the rear echelon support units of the corps. Now, armed only with rifles and ten light machine guns, these untrained men were to be used as infantry.[1]

General Rokossovskiy’s IX Mechanized Corps throughout June 29 was defending the line of Olyka-Klevan, mainly against parts of the German 25th Motorized Infantry and 14th Panzer divisions from the south. Its two tank divisions by now numbered only thirty-two tanks and fifty-five cannons. Potapov’s orders to the IX Mechanized Corps concerning the counterattack on July 1 directed Rokossovskiy to utilize his two tank divisions to assist the XXII Mechanized Corps, while withdrawing his 213th Motorized Rifle Division to the area east of Kivertsi to become army’s reserve. The headquarters of Potapov’s Fifth Army were set up in Kostopil.

VIII Mechanized Corps, Lt. Gen. D. I. Ryabyshev Commanding

During the night of June 28–29, after an attempt by the 7th Motorized Rifle Division to break through to Popel’s group near Dubno petered out, Lieutenant General Ryabyshev called for a meeting with his senior commanders. The meeting, held at the command post of the 7th Motorized Rifle Division, had a depressing background: “Vehicles destroyed by Fascist aviation were burning, as well as the German tanks knocked out by our artillery and tankers, were [scattered] throughout our positions.”[2]

The VIII Mechanized Corps became separated into three distinct parts, strung out along the Brody-Dubno highway. Commissar Popel, with the 34th Tank Division and parts of 12th Tank and 7th Motorized Rifle divisions, was bottled up in the immediate vicinity southwest of Dubno. Only ten miles away, which became an inseparable gulch, Lieutenant General Ryabyshev was in direct command of the main bodies of 12th Tank and 7th Motorized Rifle divisions. The command post of the VIII Mechanized Corps, along with majority of corps’ rear echelon elements, was further fifteen miles southwest.

Both of division commanders present at the meeting, Gerasimov from the 7th Motorized Rifle and Mishanin from the 12th Tank, reported that ammunition and fuel were alarmingly low and people were extremely exhausted. Mishanin himself was not in good shape after his ordeal of being buried by collapsing wall. He was suffering from a concussion and lost his voice. Mishanin’s deputy delivered his report for him.

As if Ryabyshev did not have enough on his plate, a further dilemma presented itself during the command staff meeting. A Soviet pilot bailed out of his burning aircraft and landed among positions of the 12th Tank Division. The badly burned flier was able to report that he was delivering written orders to Ryabyshev from the headquarters of the South-Western Front. The packet containing the orders burned up along with man’s aircraft, and he did not know what the packet contained. The pilot could only report that the scheduled offensive on July 1 was cancelled.

General Ryabyshev felt himself faced with a difficult predicament: “Not having written orders, I doubted that the offensive has been cancelled. At the same time, the cancellation of general offensive did not give the right to retreat. What to do? Continue with the mission, assigned by the Front, to advance to vicinity of Dubno? The fight during the day demonstrated that we cannot break through to link up with the mobile group. To stay put and continue fighting completely surrounded, with limited ammunition and fuel, was at the very least not smart, because this would have led to complete destruction of the corps.”[3]

Ryabyshev did not have communications with Popel; not only were the roads cut, but also “the cipher clerk was killed, [and] during one of the bomb strikes cipher books burned up. We did not have ciphering instructions. Therefore, we lost the ability to use radio.”[4] This short paragraph underscored the casualties inflicted by German air attacks on the infrastructure of Ryabyshev’s corps. Like the systematic destruction of the Soviet airfield network throughout the border districts, the Germans were now systematically destroying the ability of Soviet tactical echelons to conduct an organized battle.

Faced with a certain destruction of the main body of his command should he stay put, Ryabyshev made the difficult decision to retreat while the German encirclement of his corps was still porous. Plans were quickly made to break out southwest in the direction of Radzivilov, along the Dubno-Brody highway, and take up defensive positions on the heights northeast of the town.

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1

Sbornik, vol. 36.

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2

Ryabyshev, 34.

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3

Ibid., 34.

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4

Ibid., 34.