that the Southwestern Front was not caught completely flat footed when the Germans attacked. Disposition of forces for the Southwestern Front, and considerable terrain advantages also favored Kirponos in comparison to his counterparts in Byelorussia. In general, his command had more forces to deploy in depth, and von Runstedt's Army Group South only attacked with a single Panzer army, as opposed to two available to Army Group Center. Stavka in fact believed that Kirponos had enough forces under his command to effectively comply with Stavka's General Chief of Staff G. K. Zhukov's "Directive No. 3", which called for a counterattack by the Southwestern Front with the objective of seizing Lublin in German-occupied Poland. Kirponos and his staff were ambivalent about this ambitious proposal. Shortly thereafter, Zhukov himself showed up at Southwestern Front headquarters at Ternopil with Nikita Khrushchev in tow, to personally direct the operation. The result was the ill-fated attack against the flanks of the 1st Panzer Group that was advancing toward Kyiv between the 5th and 6th armies, known as the Battle of Brody. Severe communications, logistics and coordination problems plagued the operation, and as a consequence, the uncoordinated Mechanized Corps showed up late to their jump-off points in a disorganized fashion, without their complete complement of equipment and entered the battle piecemeal. The fact that Zhukov and Kirponos were at odds about the offensive deepened these problems with Kirponos issuing a general order to cease the offensive on the 27th of June, because he wanted to make his front line shorter, "so as to prevent the enemy tank groupings from penetrating into the rear of the 6th and 26th Armies", according to H. Baghramyan.* This order was quickly countermanded by Zhukov who ordered the attack resumed, an order that was promptly refused on the "personal responsibility" of the commander of the 9th Mechanized Corps, Konstantin Rokossovsky, leaving the commander of the 8th Mechanized Corps unaware that he was engaging alone. Despite these difficulties, and the eventual loss of the great majority of the tanks involved in the fight, the German command was taken off guard. Even though in the balance the Southwestern Front did comparatively better than the other Front commands in the frontier battles, and generally maintained organizational cohesion and some operational initiative, Nikita Khrushchev noted that Zhukov said "I am afraid your commander (Kirponos) here is pretty weak". Zhukov was soon forced to return to