On 22 June 1941 the units of the division were in several places within the Brest covering region. The 459th Rifle Regiment, 472nd Artillery Regiment, 4th Antitank Battalion, and the 3rd Medical Battalion were in their training area around Zhabinka. The remaining units were based in the Brest Fortress and the immediate surrounding areas. The massive artillery strike by the German 4th Army's 45th Infantry Division at 0400 on 22 June disrupted many of the division's units located inside the fortress. Many units inside the fortress dispersed into scattered groups and the division lost a significant number of personnel and most of its equipment. The 393rd Separate Antiaircraft Artillery Battalion escaped from the fortress with three of its guns, but no ammunition for them. In the Zhabinka training area the division managed to gather together two battalions of the 44th and 455th Rifle Regiments (mostly without weapons), as well as vehicles from the 7th Motorized Infantry Company of the 84th Reconnaissance Battalion. The rest of the division's surviving members were consolidated into a small number of groups, who either took up the Defense of Brest Fortress or joined the 22nd Tank Division on the outskirts of Zhabenko in an attack to relieve the siege of Brest.