On the eve of the German invasion, the division was still organizing in Sokółka. It was part of the 3rd Army's 11th Mechanized Corps. When the Germans attacked, Panov launched a hasty counter-offensive. Eventually, with many other formations, the division was encircled in the Battle of Białystok–Minsk and practically wiped out. Panov broke out, reaching Soviet lines. On October, he was made an assistant to the Inspector-General of the Armored Automobiles Directorate.