Only days after taking command, Schörner ordered the counter-attack to begin immediately, even though only parts of the 14. and 24.Panzer-Divisionen had arrived. On 28 October, Totenkopf kicked off the attack against Skvortsov’s 5 GMC with 5 Tigers and a handful of other tanks, while 11.Panzer-Division attacked Rotmistrov’s spearhead near Krivoi Rog. The next day, those parts of the 14. and 24. Panzer-Divisionen that were available joined in. Rotmistrov was caught flat-footed, not expecting to be struck by fresh enemy armoured divisions and his 5 GTA recoiled from Krivoi Rog after suffering heavy losses. The German armoured counter-attack plugged the gap between PzAOK 1 and AOK 8, but a great opportunity had been squandered by Schörner, who unimaginatively opted to push the enemy salient back, rather than cut it off. Had these four Panzer-Divisionen been properly coordinated, the XXXX Panzerkorps might have cut off and destroyed at least two of Rotmistrov’s three corps. Instead, Hitler and Schörner opted for an ordinary victory.
As October 1943 drew to a close, Konev and Malinovsky were across the Dnepr in strength, but Vatutin had been stymied for weeks. The Stavka recognized that the Germans had effectively contained the Bukrin bridgehead, but ordered Vatutin to instead shift his main effort to the tiny Lyutezh bridgehead north of Kiev. In order to provide an exploitation force, Vatutin ordered Rybalko on 25 October to shift his 3 GTA from the Bukrin bridgehead to Lyutezh. This was a very risky gambit and it would only work if von Manstein remained unaware that the mass of Vatutin’s armour had shifted northward. Under Zhukov’s critical eye, Vatutin employed the full range of Maskirovka tactics to deceive the Germans and Rybalko’s tanks were only allowed to move at night, under strict discipline. Rybalko used radio deception by leaving several rump command posts in the Bukrin bridgehead, pretending to represent the entire 3 GTA. Given that there were only three pontoon bridges over the Dnepr and a few ferries, it took Rybalko three nights to move the entire 3 GTA back to the east side of the river. However, fog and rainy weather prevented the Luftwaffe from noticing the transfer of Soviet armour. Rybalko’s tank army still had about 400 tanks but it had lost a great deal of its trucks, so it took two days for his forces to move 150km and reach the crossing over the Desna at Letki, then begin crossing into the Lyutezh bridgehead. By the morning of 2 November, Rybalko’s entire 3 GTA was assembled in the bridgehead and the Germans remained ignorant of this fact.
By early November, Hoth’s PzAOK 4 had established a perimeter around the Lyutezh bridgehead with four badly-depleted infantry divisions (68, 82, 208, 327) from the XIII Armeekorps and the 88.Infanterie-Division from VII Armeekorps.{193} Nearby, in reserve, Hoth had positioned Oberst Gottfried Frölich’s 8.Panzer-Division, which was a sad indication of what poor condition the Heer’s once-mighty Panzer-Divisionen had been reduced to by three years of near-continuous combat. Although Frölich’s division had a paper-strength of 13,665 troops on 1 November, he only had a total of 610 infantrymen in his four Panzergrenadier-Bataillonen and the pioniers, reconnaissance troops and Panzerjägers added another 545 troops. His sole tank battalion, I./Pz.Rgt.10, had 14 tanks, including seven Pz IV with long 7.5cm. The 8.Panzer-Division’s Panzerjägers were equipped with seven 7.5cm Pak, two 5cm Pak 38 and five 3.7cm Pak 36, while divisional artillery support consisted of three self-propelled Wespe (10.5cm), two 10cm cannons, two 15cm howitzers and nine 10.5cm howitzers. On the plus side, Frölich still had 64 SPWs and 828 trucks, so his remaining troops were fairly mobile. Frölich deployed Kampfgruppe Neise (all the Panzergrenadiers) and Kampfgruppe von Mitzlaff (I./Pz.Rgt.10, reconnaissance and one artillery battalion) as tactical reserves for the XIII Armeekorps.{194}
At 0800 hours on 3 November, General-leytenant Kirill S. Moskalenko’s 38th Army began a massive 40-minute artillery preparation against the German infantry positions around the southern side of the Lyutezh bridgehead. Vatutin had also moved the 7th Artillery Corps within range of the bridgehead, as well as numerous Katyusha rocket batteries. The German front-line infantry in this sector were not expecting a major enemy assault and had not built deep fieldworks in the marshy ground near Lyutezh; consequently, the Soviet artillery bombardment wreaked havoc. At 0840 hours, six Soviet rifle divisions surged forward, supported by tanks from the 5 GTC. Sappers proceeded in front to remove enemy mines. Although dazed, the German infantry put up a tough fight and limited the initial Soviet push to a 3km advance.{195} Frölich’s 8.Panzer-Division was slow to react and then managed only a few local counter-attacks. As the 38th Army committed its second-echelon forces, including additional armour, the German 68. and 82.Infanterie-Divisionen began to collapse, yielding another 4km. In an unusual move, Rybalko’s 3 GTA (6 GTC, 7 GTC, 9 MC) entered the battle at dusk and continued to advance forward during the night. On the second day of the offensive, drizzling rain deprived both sides of air support but also helped to conceal the fact that the Red Army had committed three tank and one mechanized corps to the breakout operation. Pounded relentlessly, the German XIII Armeekorps collapsed and the Soviet 51st Rifle Corps reached the outskirts of Kiev by the evening of 4 November. While 5 GTC followed Moskalenko’s 38th Army into the city, Rybalko’s 3 GTA swung to the southeast to cut the enemy road and rail links into the city. In order to conduct continuous operations, Rybalko ordered his tanks to drive through the night with headlights on, which enabled 7 GTC to cut the main road into Kiev before 8. Panzer-Division could block them.
By 5 November the 88.Infanterie-Division was virtually obliterated and the 8.Panzer-Division had been shoved rudely aside by Rybalko’s armoured mass. Hoth quickly realized that defending Kiev was now a hopeless task and focused instead upon saving the rail station at Fastov, where the 25.Panzer-Division was just arriving. He deployed the 7.Panzer-Division to block the 6 GTC, but it arrived too late and the Soviet tankers occupied the station. During the early morning hours of 6 November, a motorized infantry company fought its way to the centre of Kiev and raised the Red flag. Once the Germans realized that Soviet units were in the centre of the city they brusquely retreated to the south. Vatutin’s use of Rybalko’s 3 GTA to liberate Kiev demonstrated a vast advance in the Red Army’s practice of mechanized warfare and von Manstein was left chagrined at his failure to anticipate enemy actions. The fall of Kiev was the culmination of the Soviet Lower Dnepr offensive, which had seen Hitler’s plan to transform the Dnepr River into an impregnable bulwark completely frustrated. In the process, Heeresgruppe Süd had suffered crippling losses, amounting to about 170,000 personnel (including over 48,000 dead or missing) and over 500 tanks. Furthermore, only 44 per cent of German tanks on the Eastern Front – about 600 vehicles – were still operational.{196} Nevertheless, this Soviet operational triumph did not come cheap, costing the Red Army at least 450,000 casualties and 1,800 tanks.