The German attack, Operation Barbarossa, was launched on June 22, 1941. At that time many natives of the Voronezh area (from a draft in 1940 and spring 1941) served in the division's units. The division went into action as early as 04:00 against German attacks and suffered heavy losses. The division was split into several groups by German attacks and retreated to the east. By the end of 22 June, division headquarters was in the Hvedkovichi area. A second group, composed of the 125th Rifle Regiment and 111th Sapper Battalion was north of Zhabinka. A third group composed of the 84th Rifle Regiment and 204th Howitzer Artillery Regiment was fighting in the Radvanichi area. The remainder of the division could not retreat from Brest fortress and was destroyed during the defense of the fortress, which later became a symbol of Soviet resistance.