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The OUN-B was more radical and already in 1940 began preparations for an anti-Soviet uprising. However, Soviet repression delayed these plans and more serious fighting did not occur until after the German invasion of the USSR in July 1941. According to OUN-B reports, they then had about 20,000 men grouped in 3,300 locations in Western Ukraine. In addition, Ukrainian Nachtigall and Roland battalions were formed under German command and numbered about 800 men. The NKVD was determined to liquidate the Ukrainian underground, according to Soviet reports 4435 members were arrested between October 1939 and December 1940. There were public trials and death sentences were carried out. In the first half of 1941, 3073 families (11329 people) of members of the Polish and Ukrainian underground were deported from Eastern Galicia and Volhynia. Soviet repression forced about a thousand members of the Ukrainian underground to take up partisan activities even before the German invasion.

Ukrainian nationalism was formed under the influence of the writings of Dmytro Dontsov, which were characterised by a close subordination of the needs of the nation to its leadership, national chauvinism, and anti-Semitism. Even before the war, impressed by the successes of fascism, OUN radicalised its stance, and after the outbreak of the war it saw Nazi Germany as its main ally in the fight for independence. OUN-B came very close ideologically to Nazism, which was manifested by the adoption of symbols modelled on Nazism.

In the anti-Soviet uprising the OUN managed to seize about 213 villages and organise diversion in the rear of the Red Army. In the process it lost 2,100 dead soldiers and 900 wounded. At the time of the German invasion there were about 20,000 prisoners in the Soviet prisons of the western regions, most of them were murdered before the German arrival. 5387 were murdered in Eastern Galicia and over 2 thousand in Volhynia. Most of them were Ukrainians, many were Poles. The identification of communism with Jewry led to a rise in anti-Semitism and a wave of pogroms that swept through the German-occupied territory. One of the biggest pogroms took place in Lviv. The involvement of OUN-B is unclear, certainly individual members of the organisation took part in them as well as the militia formed by it, OUN-B propaganda fuelled anti-Semitism. Immediately after the capture of Lviv, the OUN announced the creation of a Ukrainian state with Yaroslav Stetsko as its leader, and the formation of the Ukrainian National Revolutionary Army (UNRA) with Ivan Klymiv as its leader. The Germans opposed these plans and arrested the Ukrainian leadership (about 80% of them) and incorporated Eastern Galicia into the General Government.

The OUN-B went underground and ceased open armed struggle. They encouraged their members and supporters to join the German administration and especially the auxiliary police. Following the German army, they managed to extend their network also into eastern Ukraine, but their slogans did not find support among the local population. The OUN-M on the other hand acted openly and took over local governments in western Ukraine, including Lviv. OUN-B fought OUN-M, going so far as to murder its members. At the end of 1941 and the beginning of 1942 the Germans started to fight the influence of OUN-M by arresting its members, so they also went underground. Another group was the so-called Polissian Sich formed by Taras Bulba Borovets, who referred to the traditions of the Ukrainian People's Republic. After the German attack he occupied Sarny and took control of the town, formed an alliance with the Germans and fought the Soviet remnants as police chief. In November 1941 he was forced to disband his unit (which at that time numbered about 2-3,000 people), after the Germans wanted to limit his independence and he refused to participate in the liquidation of the Jews.

Mass executions of Jews began in the autumn of 1941 on German-occupied territories and continued in the second half of 1942, when the Germans began liquidating Jewish ghettos. Members of the Ukrainian auxiliary police took part in these executions. From 1942, the local non-Jewish population also became targets of repression. The Germans began to deport the population en masse to the Reich for work and to demand large supplies from the farmers. For their refusal, the Germans began to punish the population with executions and pacifications of Ukrainian and Polish villages. The Ukrainian auxiliary police also took part in the pacification actions, but the mood of rebellion was growing in their ranks.

As a result partisan units reappeared in Western Ukraine, including Soviet ones and the Ukrainian so-called first Ukrainian Insurgent Army (UPA) formed by Taras Bulba-Borovets. Bulba-Borovets went into active combat in April 1942, mainly against the Germans, with the Soviet partisans he entered into a neutrality agreement. In December 1942 he proposed to the Melnykites and Banderites to join forces with him as commander-in-chief. The OUN-B rejected the proposal, but the OUN-M, who had already begun to form their own units, accepted the offer. Third big partisan group at that time was active in Volhynia Front of Ukrainian Revolution, formed by Volodymyr Yavorenko.

In October 1942 OUN-B decided to form its own partisans, called OUN Military Detachments. Individual units entered active combat in February 1943 (first was sotnia of Hryhoriy Perehinyak attack on German police station in Volodymyrets on 7 February). At the third OUN-B conference (17-23 February 1943) it was decided to launch an anti-German uprising in order to liberate as much territory as possible before the arrival of the Red Army. The uprising was to break out first in Volhynia, for which purpose the formation of partisan army called the Ukrainian Liberation Army began there. The uprising broke out in mid-March, with Dmytro Klyachkivsky and Vasyl Ivakhiv leading it, and Klyachkivsky alone after Ivakhiv death in May that year. It was also at that time that the name given to it was abandoned and the name Ukrainian Insurgent Army, taken over from Bulba-Borovets, began to be used, thus impersonating it. The new army basis were Ukrainian policemen, who deserted en masse (about 5 000) between March and April 1943. Even before the anti-German uprising started, OUN-B units started to attack Polish villages and murder Polish people. This was the reason why Taras Bulba-Borowets rejected the proposal of cooperation and he also criticised the idea of a premature uprising against the Germans. To distinguish himself from the OUN-B army, he adopted the name Ukrainian National Revolutionary Army (UNRA). Most OUN-M units had no such resistance and joined the UPA. Those that resisted as well as the UNRA and Ukrainian Revolutionary Front units were mostly broken up or forcibly forced to cooperate in the summer of 1943. In July-August of 1943, the UPA ruled over a large territory of Volhynia, cleared of Germans and Polish population. OUN-B units in eastern Galicia, bearing the name Ukrainian National Self-Defence (UNS) joined the fight later, only in the late summer of 1943, and only in a limited capacity. From January 1944, the incorporation of UNS units in Eastern Galicia into the UPA began. This also became the beginning of the anti-Polish action in Eastern Galicia, which began in April of that year.

At the Third Congress of the OUN (21-25 August 1943) decisions were made on further activities of the organisation. It was decided to make preparations for an open fight against the Red Army, with plans to extend it to other parts of the Soviet Union, involving other oppressed nations. Decisions were also taken to move away from extreme nationalist rhetoric and adopt pro-democratic rhetoric. It was also around that time acting OUN leader Mykola Lebed was replaced with a triumvirate in which Roman Shukhevych played a major role. Shukhevych also soon assumed the role of UPA commander-in-chief in place of Klyachkivsky.

In July 1944, the Grand Congress of the Ukrainian Main National Liberation Council (UHVR) took place, which was intended to be a supra-party body uniting all forces fighting for Ukrainian independence. In reality, however, it was dominated by Banderites.

Structure
1944:

With the Red Army approaching, the main task of the OUN-B and UPA was to wait for the front to pass, in order to avoid losses, and then to move into open resistance. There were also plans to send raids into Eastern Ukraine and Belarus to expand resistance against Soviet rule. To this end, the units were broken up into smaller groups that could hide more easily. In January 1944, the elimination of real and suspected Soviet agents in the ranks of Ukrainian Insurgent Army (OUN) and Ukrainian Insurgent Army (UPA) began. The raids to the east, which started in March 1944, were completely unsuccessful. In Podolia, UPA units were broken up or forced to retreat to the west and north. Partisan activity in other areas of western Ukraine fared better. The UPA tried to undermine Soviet authorities and block the mobilisation of the local population into Soviet units.
 * 22 Jan - Stalin signs the bill about mobilisation of Ukrainians and Belarusian to the Red Army (about 700k mobilised Ukrainians in 1945) - Motyka, p. 415-416; The Soviets extorted supplies for the army, including for the years of German occupation, and forced people to build military facilities - Motyka, p. 416; The Soviets tried to draw the local population of western Ukraine into the ranks of the party. The number of local party members was 53,000 at the end of 1946. However, they occupied lower positions. The local communists occupied 87.9% of the higher party positions, and they also had an advantage in the administrative and economic leaderships. Although a large number of foreign Communists came from the east of Ukraine they were loyal to the Soviet Union. - Motyka, p. 419-420.
 * 2 Feb - Red Army captures Rivne
 * 14 Apr - Red Army captures Ternopil
 * 22 Jun - start of the Belarusian operation
 * 13 July - start of the 1st Ukrainian front offensive
 * 17-22 July - desturction of eight German division near Brody (among them SS Galizien)
 * 21-27 July - fighting over Lviv
 * 28 Oct - Red Army captures entire Transcarpathian Ukraine

The meeting of the Central Provid of OUN on February 5-6, 1945 was extremely important for the further fate of the Ukrainian underground. It was decided that Stepan Bandera would not come to Ukraine. He was to stay in exile. It was also decided to change tactics and to fight with smaller units. It was also decided to conclude an agreement with the Polish underground.