The Battle of Shanghai, 1937

Thirteen years after Commodore Matthew Perry steamed into Tokyo Bay, a nationalist rebellion overthrew the conservative Tokugawa Shogunate, installed the Emperor Meiji in power, and implemented a program of sweeping national reform. In an act no less stunning than the revolution itself, nearly all of the former ruling families voluntarily surrendered their power to the emperor, declaring, “We therefore reverently offer up all our feudal possessions so that a uniform rule may prevail throughout the Empire. Thus, the country will be able to rank equally with the other nations of the world.”

By 1895, Japan achieved its goal. Japanese armies had seized Korea and defeated China in the first Sino-Japanese war. Ten years later, Japan sent shockwaves through the world when the Imperial Japanese Navy (IJN) sank or destroyed most of the Imperial Russian Fleet in the two-day battle of Tsushima (27–28 May 1905)—at the time the most significant naval action since Trafalgar. Japan’s warships were newer with more modern guns and range-finders than those of their Russian opponents. Whereas the Russians used wireless communication sets produced in Germany, the IJN used sets that had been manufactured in Japan.

To the Western powers, Japan’s meteoric rise to strategic prominence in northeast Asia demonstrated that the Japanese were fundamentally different from the Chinese, and, indeed, from all the peoples of the Far East. John Pershing, who served as the U.S. military attaché in Tokyo during the Russo-Japanese War, described the Japanese he saw as “a strong, virile, aggressive race, with an ambition and determination that will carry them very far in the contest of nations for power.”

Britain lost no time in securing an alliance with Imperial Japan to contain Russian expansion, as well as to compensate for Britain’s strategic dilemma of “imperial overstretch.” Under the terms of the original 1902 Anglo-Japanese Treaty, Japan agreed to secure British commercial and territorial interests in the Far East, allowing Britain’s Royal Navy to concentrate in the North Sea for its future war with Germany while Britain recognized Japan’s de facto conquest of Korea. The treaty lapsed in 1923 after the signing of the Washington Naval Treaty, but in the run-up to World War I, the treaty placed Japan on the winning side, a position that rewarded Japan with control of Germany’s Chinese and Pacific territories—lucrative gains for Japan’s modest role in the war. Far more important, Japan gained Western recognition as a great power.

For a nation that rose from obscurity to great power in less than fifty years, the military triumphs over China and Russia were intoxicating. When an incident occurred on the night of 7 July 1937 involving Japanese and Chinese troops near the Lugou bridge, known internationally as the Marco Polo bridge, the temptation for Tokyo to conquer yet again was too strong to resist.

Major General Ishiwara Kanji, the dynamic Japanese army officer who masterminded the Mukden Incident (the alleged Chinese bombing of a Japanese railway) that wrested control of Manchuria away from Nationalist China in 1931, was cautious. He urged restraint, telling the general staff of the Kwantung Army, “If we act now against China, the sky will fall in. Let’s keep the incident from developing further and have the local command settle the issue.”

Concurrently, Emperor Hirohito approved the mobilization of five Japanese divisions for a campaign against the Chinese that his minister of war claimed “would be finished up within two to three months.” When Ishiwara heard the news, he was more pessimistic. He told his colleagues, “We may find ourselves with a full-scale war on our hands. The result would be the same sort of disaster which overtook Napoleon in Spain—a slow sinking into the deepest sort of bog.”

Chiang Kai-shek, the leader of Nationalist China, responded by ordering the Chinese army to attack the Japanese garrison in Shanghai, eventually sending 600,000 Nationalist Chinese troops to fight for the city of 3.3 million people, which in 1937 was the fifth largest port in the world and Asia’s financial capital. Chiang was well aware that Shanghai was a city where fabulously rich Chinese and European “colonials” lived like kings inside a special “international zone” next to millions of impoverished Chinese. Under the circumstances, Chiang decided to make the fight for Shanghai in Zhabei, the poor, industrial section of the city on the north side of the international zone, hoping to produce an incident that would rally the Europeans and Americans to his side in the war with Japan.

For reasons that seem obtuse today, Japan’s military and political leaders believed control of China, a nation torn by civil war with hundreds of millions living in poverty, would add to Japan’s margin of victory in future wars. Japan’s national military and political leaders equated industrialization and access to markets and resources with the control of territory and peoples.


The appearance of Commodore Matthew Perry’s “Black Ships” in Japanese waters in 1853 forced the Japanese to face a disconcerting reality: Japan’s military power and the economic strength to support itself were inferior to those of the West. Without a rapid transformation into a modern state, Japan itself might not survive contact with the West.

To modernize and catch up with the Western nations, Japan embraced “raw, unbridled capitalism.” Japan may not have had Calvinism and the Protestant culture that launched Great Britain, Germany, the Netherlands, and the United States on the economic fast track to prosperity and power, but Japan possessed the time-honored values of integrity and hard work, as well as a culturally and racially homogenous population with a deeply ingrained sense of duty and a collective obligation in all aspects of life.

The same cultural values of energy and intelligence that underpinned Japanese economic modernization also catapulted the Imperial Japanese Army (IJA) into modernization. As always, revolutions in military affairs involve much more than new technology. For a national military strategy to be effective, its goals and tenets must align in harmony with the respective nation’s cultural norms, geographic position, and economic potential.

In Japan, the ruling elites looked carefully at the various ways in which other great powers sought to harmonize these factors—culture, geography, and economy—within the framework of national military strategy. Thus, the Japanese embraced the American model for industrialization, the British model for ship-building and maritime power, and the German military model for land power. But it was Japan’s embrace of Otto von Bismarck’s Prussian-German concept of “rich country, strong military” that most profoundly influenced Japanese thinking about national security.

In time, two competing strategic views emerged in Japanese thinking about security and commercial trade, a continental approach and a maritime approach. The continental IJA faction argued for Japanese expansion to the “north,” through Korea and into Manchuria, Mongolia, and, eventually, eastern Siberia. The maritime IJN faction urged expansion to the “south,” the soft underbelly of Asia and the Pacific basin. In the first decades of the twentieth century, the IJA overpowered the IJN. Eventually, the IJA drove Japan into war first with China, then tsarist Russia.

In 1924, an important figure in Japanese military history, General Ugaki Kazushige, stepped into the middle of this contest for the hearts and minds of the Japanese people. Ugaki served as minister of war from 1924 to 1927 and again from 1929 to 1931. He lived and studied abroad, serving twice in Germany as Japan’s military attaché, from 1902 to 1904 and again from 1906 to 1907. During this service, Ugaki developed a strong affinity for the German people, their patriotic spirit, and their cultural values of integrity and hard work. On completing his service in Germany, he envisioned Japan’s future strategic cooperation with Germany “as a means to keep Russia down in case our force will not be [strong] enough. I would rather prefer a Japanese-German alliance than a Japanese-Chinese one. Suppressing Russia and China from two sides, East Asia will come under our hegemony, Western Europe under Germany’s.”

Believing control of Manchuria and, if possible, eastern Siberia was essential to Japan’s long-term security and prosperity, Ugaki made a detailed examination of the massed Japanese bayonet charges and frontal assaults against Russia’s fixed fortifications during the Russo-Japanese War. He was repelled by the Japanese losses and found the Japanese generals’ callous disregard for human life distasteful.

Ugaki also grasped the most important lesson of the confrontation with Russia: Japan’s victory was more the result of Russian incompetence and the inability of Russian forces to maneuver against the Japanese than of Japanese superiority. General Kodama Gentaro, the IJA chief of staff during the Russo-Japanese War, confirmed this insight, declaring, “This greatly simplified matters for us. It also made the result of battle far greater than we had anticipated.” Ugaki concluded that the views of many younger IJA officers were correct. In the future, the IJA would need the mobility and firepower to conduct sweeping flank attacks, enveloping or encircling the Russian enemy.

When Imperial Japan was invited by President Woodrow Wilson in 1918 to join the Western allies in a joint attack on the new Bolshevik state, General Ugaki, now deputy chief of the Imperial General Staff, was assigned to plan Japan’s military intervention. Ugaki welcomed the opportunity and drafted the IJA’s plans for the seizure and occupation of eastern Siberia. He saw intervention in Russia as an immense opportunity to reinvigorate Japan’s northern strategy and expand its foothold on the Asian landmass. His far-reaching plans utilized the railways all the way to Lake Baikal and recommended their expanded use to move Japanese forces farther west if the opportunity arose. However, in Russia, the IJA encountered a new Russian enemy in the form of Bolshevik cavalry forces—mobile guerrilla armies that operated over thousands of square miles, often under horrible weather conditions.

In four years of hard fighting, the Bolshevik armies scored few military triumphs, but they did wear down the IJA and push Japan’s limited industrial capacity and economy to the point of exhaustion, imparting a strategic lesson Ugaki would not forget: Japan’s army and its supporting scientific-industrial base were not prepared to meet the requirements of modern warfare. Ugaki resolved to change this condition by infusing the Meiji-era IJA with new thinking, a new organization, and new forms of armored mobility, firepower, and aircraft. The question for Ugaki was how to finance and implement his plan.

After the IJA’s four-year intervention in Siberia ended, the politics of economic stringency confronted the army with a severely constrained defense budget. A new internal debate raged regarding how, where, and against whom to fight. Once again, Ugaki’s eyes fixed on Manchuria, not the Pacific, and his relations with the admirals of the IJN quickly deteriorated. He viewed Japan’s enormous investment in naval power as a diversion of resources the IJA would need for the unavoidable collision that would decide Japan’s strategic future: a land war with the Soviet Union.

As chief of staff, Ugaki embodied the fight for change inside the Imperial Japanese Army, which was always intertwined with its contest with the IJN for resources. Ugaki’s faction consisted of the so-called revisionists, IJA officers who believed strongly that future wars would commit the army to protracted conflicts against more advanced Soviet and Western opponents, particularly the Western colonial powers in Asia. The revisionists believed that modern armaments and new organizations for combat, not numbers or morale, were the keys to victory in future warfare. Under Ugaki’s leadership, the revisionist program reorganized the IJA into smaller, triangular (three-regiment) divisions and introduced new technology in the form of tanks, mobile artillery, and aircraft—all paid for with savings from an overall reduction in IJA manpower.

On the other side of the debate were the IJA traditionalists, officers convinced that numerically large conscript forces could always compensate for deficiencies in weaponry and technology so long as they were imbued with strong combat spirit. The traditionalists argued that future wars would look like Japan’s first and brief war with China in 1898 or the more intense Russo-Japanese War. Since Japanese troops were always outnumbered by Bolshevik insurgent forces in Siberia, the traditionalists cited the IJA experience in Siberia as evidence for the importance of numbers rather than mobility and firepower. Major General Horike Kazumaro, who opposed Ugaki, expressed the traditionalist view, asserting, “We made studies, but putting it bluntly, Japan’s industrial capacity at that time could not carry out all these things we’ve spoken of, like mechanization of the army, the development of tanks, and the use of aircraft in group formations. If we overstrained in trying to do it, it would have entailed a third and a fourth force reduction, and the army would have been broken up.” Though the IJA’s share of the defense budget fell from 18.8 percent in 1919 to 16.2 percent in 1922, the traditionalists made sure the IJA grew smaller, but they also resisted change in its organization, equipment, or thinking about warfare.

However, Ugaki’s fortunes changed in 1923, when his patron and mentor Tanaka Giichi, now Japan’s prime minster, appointed Ugaki as minister of defense. He was finally in a position to drag the IJA through a second revolution in Japanese military affairs. The essential features of Ugaki’s reform package were to:

Reduce the army budget. Reductions included the disestablishment of four infantry divisions to offset the costs the Japanese government incurred during the four-year Siberian intervention and the Great Kanto earthquake, an approximately 7.9 magnitude quake that transformed Tokyo into a blackened wasteland of death and destruction. Discharged officers were sent to middle schools and high schools to become teachers.

Retire general officers opposing reforms. Ukagi removed the IJA’s top eleven generals, prompting a Japanese journalist to record, “There was no way to treat these stone heads other than to replace them.” Ugaki’s allies were thus put into key positions in both the army general staff and national command structure during 1925.

Change the force structure. Ugaki set forth his program to reorganize Japanese divisions from square divisions into triangular divisions. The square division was downsized by removing one regiment and skipping the brigade as an intermediate level of command between regiment and division, thereby achieving more savings in manpower without a loss of fighting power. The smaller division retained the same number of supporting arms—artillery, engineers, and related elements—leaving the formation just as effective, but more mobile and less vulnerable to concentrated enemy fires.

Modernize the force. Ugaki secured a reduction in the IJA budget to 12.4 percent in 1927 that partially funded the purchase and eventually the development of new tanks, artillery, aircraft, and automatic weapons for the IJA. He established the bureau of supplies and equipment to supervise the IJA’s modernization.

In the two years after Ugaki left office in 1927, many of his reforms were predictably delayed or halted entirely. Reactionaries in the senior ranks of the IJA reasserted their influence to slow or halt Ugaki’s efforts to modernize the army at the expense of the numbers of men serving in the IJA. Simultaneously, interservice rivalry between the army and the navy worsened, further poisoning the contest for resources and bureaucratic dominance. In later years recalling the events of his two terms as minister of war, Ugaki said, “I tried to seize the initiative, but the tendency of the army was to go in the opposite direction.”

It would take another nine years for Major General Ishiwara Kanji, another Germanophile in Japanese uniform, to push through Ugaki’s reform program. In 1936, Ishiwara succeeded in persuading the IJA leadership to complete Ugaki’s reforms by reorganizing all of the IJA’s divisions into smaller triangular formations equipped with more modern weapons. The commitment of resources and manpower to Japan’s invasion of China in 1937 postponed Ishiwara’s implementation plan until 1940, too late for the IJA’s decisive battle with the Soviet armed forces in 1939 at Nomonhan. Dismayed by Tokyo’s rush to war with China, Ishiwara cabled the minister of war with the following message concerning the decision to invade China proper: “Tell the Prime Minister that in the two thousand years of our history no man will have done more to destroy Japan than he has by his indecisiveness in this crisis.”

None of the IJA’s infantry divisions that fought in the battle of Shanghai were reorganized until after 1940, long after the tactical and operational advantages of the smaller, triangular division over the large, unwieldy World War I square division were undeniable. Though Ugaki’s reforms did not succeed in transforming the IJA divisions into smaller, more mobile formations, Ugaki did succeed in equipping Japanese divisions for the battle of Shanghai with twice the number of fighting men, three times the number of rifles, and double the number of crew-served weapons (machine guns and mortars) and artillery than were present in the Chinese divisions that opposed them. Despite the setbacks to modernization, thanks to Ugaki, the IJA deployed two tank brigades plus one additional tank battalion to fight in the battle. As it turned out, the presence of just twenty-four tanks inside each Japanese infantry division was decisive in the battle for Shanghai.


Tokyo’s deliberate escalation of the dispute with China over the Marco Polo bridge incident into full-scale war on 7 July 1937 hurled Japan’s Kwantung Army into action. In mid-August, Japanese forces struck south from Manchuria to seize Beijing and Chahar. General Chiang Kai-shek suddenly confronted a difficult situation. Nationalist Chinese military strength in the north was thin, and China was still weak from years of civil war between his Nationalist forces and Mao Zedong’s Communists.

Confronted with a similar strategic dilemma in 1933, Chiang opted to consolidate his strength in the south and concentrate China’s military power against the Chinese Communist Party, at the time a much more serious threat to Nationalist China than Japan. Under the terms of the Tanggu truce that ended Japanese hostilities with China, the price paid for this temporary retreat was humiliating but small. The humiliation entailed the formal recognition of Japan’s conquest of Manchuria and the loss of Rehe, a portion of Inner Mongolia controlled by China. Yet Manchuria and Mongolia were not historically part of China, and the regions had few Chinese inhabitants. Chiang chose to husband his resources and defend what he considered to be most important: China’s core Han population. Shanghai was an entirely different matter.

Chiang could play for time in the north, but Shanghai, only forty miles from Nanjing, was the capital of Nationalist China, meaning it could not be surrendered without a fight. In mid-July, Chiang ordered General Zhang Zhizhong, a forty-two-year-old political confidant and commander of Chinese forces in Shanghai and the 9th Nationalist Chinese Army Group, to prepare his troops for an attack to drive the Japanese garrison out of Shanghai.

Under the terms of the Tanggu truce that ended China’s previous hostilities with Japan, a demilitarized buffer zone was established between China and the city of Shanghai. The Chinese military presence in the city was restricted to a Peace Preservation Corps, essentially a large paramilitary police force, but Japan was allowed to maintain a military garrison in Shanghai together with the French, British, and Germans. As soon as war broke out in July, both sides began moving additional men and equipment into Shanghai: the Chinese into the ranks of Shanghai’s Peace Preservation Corps and the Japanese into their fortified Shanghai garrison.

Shanghai and Its Surroundings

The Japanese commander tasked with the mission of seizing and securing Shanghai was sixty-year-old Matsui Iwane, a distinguished Russo-Japanese War veteran of samurai heritage who had retired from active duty just four years earlier in 1933. Matsui had served as IJA chief of intelligence under Ugaki and supported his military reforms on the German military model.

Like many officers of his generation, Matsui believed Japan’s mission was to liberate Asia from Western colonial rule. Early in his military career, Matsui was strongly sympathetic to China’s nationalist movement. In his younger years, he even befriended Sun Yat-sen, the leader of China’s republican revolution who led the movement to overthrow China’s last emperor in 1911. In 1937, in a sad turn of events for Matsui, he was tasked to attack a country he had once hoped to liberate.

On reporting for duty in Tokyo, Matsui was presented with a new operational plan to invade and occupy northern China with nine to fourteen divisions while three divisions seized Shanghai and two more divisions landed in Hangzhou Bay, south of Shanghai. Once Shanghai was secured, the plan directed Matsui to advance on Nanjing and compel the surrender of China’s Nationalist government. In many ways, the plan was a Japanese version of Germany’s Schlieffen plan from World War I, aimed at knocking out China quickly, then turning north to refocus Japanese military power on the real threat to Japan: the Soviet Union. Moving beyond Nanjing to secure China’s vast interior was never mentioned or anticipated in the original plan.

Until General Matsui and the Shanghai Expeditionary Force (SEF) arrived, the 3rd IJN Fleet under the command of fifty-four-year-old Rear Admiral Hasegawa Kiyoshi would fight the Chinese on land, on sea, and in the air. Hasegawa was a veteran of the Russo-Japanese War and had served on Admiral Togo Heihachiro’s flagship, the battleship Mikasa, when the IJN destroyed tsarist Russia’s fleet in the Straits of Tsushima. He also served as Japan’s naval attaché in Washington and in 1945 provided the final report on the condition of the IJN to Emperor Hirohito, persuading him to surrender.

For the IJA to succeed in its fight for Shanghai, Admiral Hasegawa knew that Japanese positions ashore in the city of Shanghai must be retained at all costs. On his own initiative, Hasegawa moved quickly to reinforce the small Shanghai Special Naval Landing Force (SNLF)—literally, Japanese sailors taken off ships, issued rifles, and used as infantry on land with additional sailors. In the ten days before the IJA arrived, Hasegawa expanded the SNLF to ten thousand sailors. They would provide an important margin of victory in the battle by defending Japanese positions ashore against the attacking Chinese Nationalist army until the IJA arrived.

Anticipating the decisive role that Japanese naval gunfire and airpower would play, Hasegawa also requested additional naval power. Tokyo responded by sending the 8th Cruiser Division and 1st Destroyer Squadron to reinforce the fleet. By 11 August, Admiral Hasegawa had a fleet of thirty warships in the 3rd IJN Fleet, including the 16th Destroyer and the 11th Battleship divisions plus two aircraft carriers.

Three ships of the 11th Battleship Division were anchored in Shanghai harbor to provide fire support to Japanese forces in the city. The rest were located up and down the Yangtze River, where they operated without interference from the Chinese. The Nationalist Chinese had a fleet of fifty-nine ships and twelve patrol boats equipped with torpedoes designed for riverine or coastal operations, but without the ability to mine the approaches to Shanghai harbor and the Yangtze River, the vessels were of little use in this battle.

Knowing that all of the IJN’s forces could not operate from Shanghai harbor, Hasegawa directed the Kamoi, 1st Carrier Division, 1st Combined Air Unit, 22nd Air Unit, and the 12th Sea Plane Division to set up bases of operations in the vicinity of the Shengsi Islands some thirty kilometers off the coast of Shanghai. These units added a total of thirty-eight Type 96 attack/reconnaissance planes and twenty Type 95 fighters, all vastly superior in range and striking power to China’s antiquated and numerically inferior air force.

On paper, the Chinese National Revolutionary Army fielded a force of 1.75 million soldiers. As is often the case in war, the numbers were impressive but misleading. At most, perhaps 300,000 Chinese soldiers were trained and organized in any meaningful way.

Chiang Kai-shek regarded the troops that his German advisers trained as his best. Like the Japanese army officers, Chiang Kai-shek held the German military in very high esteem. His closest military advisers were Germans. One of the most famous, Colonel General Hans von Seeckt, travelled to China and provided him with a white paper that was instrumental in persuading Chiang to stand up an elite force of 80,000 men under German advisers. In August 1937, these troops were better trained and equipped than the rest of the Nationalist Chinese forces, but they were still in an early stage of development and not ready to take on the IJA in pitched battle.


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