The division was formed on 17 January 1940 in the Leningrad Military District from individual infantry and construction battalions in the Karelian Fortified Region.

As part of the 4th Army's 28th Rifle Corps, the division was tasked to defend the right wing of the Brest Fortified Region from the mouth of the river to Drohiczyn Pulva.

Many units inside the fortress dispersed into scattered groups and the division lost a significant number of personnel and most of its equipment.

The remaining parts of the 42nd Rifle Division, stationed east of Brest attempted a defense in the Kobrin District and the Birch-Kartuzskaya area.

During the period 25–27 June the division lost all of its assigned artillery and together with the rest of the Soviet 4th Army attempted a series of delaying actions as they took up positions on the east bank of the Berezina River at Babruysk.

In early July the Western Front ordered to construct a defensive line along the Berezina River to the Dnieper River on the line of: Lyubanichi - Ohotichi - Ozerany - Shapchitsy to a depth of 5 km in order to counter possible enemy actions north of Bobruisk.

Unfortunately these efforts proved worthless as German flank attacks thwarted these plans and the entire 4th Army was surrounded.

By 4 July the division was completely unfit for combat, but yet managed to escape from the encirclement and gather in the Gorki-Vydrenka area.

However, the rapid breakthrough of German Panzer groups across the Dnieper line brought the division again under attack.

After leaving the Pripyat Marshes the 42nd Division again became a part of the 67th Corps of the 21st Army, now assigned to the Bryansk Front.

By 1 September 1941 the 67th Rifle Corps was deployed on the line Obolon - Reymentarovka - Zhadovo - Semenivka front to the east and began an offensive against the units of the 2nd Panzer Group.