was a part of 24th Rifle Corps of 4th Army of the Belarus Front. After the end of the Soviet invasion of Poland in October 1939 the division became part of the Belorussian Special Military District's 6th Rifle Corps in the 4th Army. Almost the entire division (except for its howitzer regiment) was deployed within the Brest Fortress in the Western Special Military District. On the night of 14 June 1941, the division was put on combat alert. The division comprised the 84th, 125th, and 333rd Rifle Regiments, the 131st Artillery Regiment, and the 204th Howitzer Artillery Regiment. It began operations against the Germans with 13,700 personnel. However, Glantz writing in Colossus Reborn in 2005, says division strength on 22 June 1941, was 11,592. The German attack, Operation Barbarossa, was launched on 22 June 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 defence of the fortress, which later became a symbol of Soviet resistance. On 23 June, the division retreated to Kobryn. Attacks by the German 3rd Panzer Division cut the division into two groups during the day. The 204th Howitzer Regiment and other units led by the commander and chief of staff of the division retreated along the Pinsk road. Elements of the divisional staff, remnants of the artillery, rear units and remnants of the 84th and 333rd Rifle Regiments retreated northeast along the Warsaw highway under command of the division commissar. By the end of the day, the main forces of the division were on the east bank of the Yaselda River north and south of Bereza Kartuska. On June 24, German bombers raided the division on the Yaselda and resumed the attack under a heavy artillery barrage. For 6 hours, the division held the line