As with the other offensives in the first phase of Operation Bagration, the Mogilev Offensive opened with a intense artillery barrage against the German defensive lines on the morning of 23 June.
East of Mogilev itself , General Robert Martinek's XXXIX Panzer Corps (made up of the 31st, 12th, 337th and 110th Infantry Divisions) attempted to hold its lines in the face of a ferocious assault by Grishin's 49th Army during which the latter suffered heavy casualties. The Fourth Army commander, von Tippelskirch, requested that Martinek be allowed to withdraw to the 'Tiger' line late on 23 June; this was refused, though the reserve Panzergrenadier-Division Feldherrnhalle was ordered forward to take up positions on the Dnepr in preparation to cover a possible withdrawal by the frontline divisions. The southernmost German corps, General Vincenz Müller's XII Corps (with the 18th Panzergrenadier Division, 57th and 267th Infantry Divisions) also began to pull back to the second defensive line.
The 49th army forced the Dnepr crossings on the evening of 27 June; two divisions (the 290th and 369th Rifle Divisions) fought their way into the town during the night, while mobile units of the 23rd Guards Tank Brigade enveloped the garrison from the northwest.
Mogilev, along with its town commander Major-General von Erdmannsdorf (later executed by the Soviets for war crimes) and most of the 12th Infantry Division who had been instructed to defend the town to the last man, fell into Soviet hands on 28 June. During the day both the German XII Corps and XXXIX Panzer Corps (whose commander, Martinek, was killed that evening in an air attack) began falling back towards the Berezina crossings. As the roads were clogged with fleeing civilians and military units, and were under heavy air attack, progress was slow.