Japanese troops reaching the destroyed North Station in downtown Shanghai

General Zhang, China’s 9th Army Group commander, was a realist. He knew his troops were outgunned and outranged in every key category of military capability. Zhang’s most promising margin of victory depended on how effectively he could exploit the Nationalist Chinese Army’s numerical superiority to drive Shanghai’s Japanese garrison into the sea before the IJA could land in force. By 9 August, Zhang had assembled 4 infantry divisions, a separate infantry brigade, 2 artillery regiments with 400 to 500 guns, 2 heavy mortar battalions, 2 anti-tank gun batteries, and 1 light tank battalion with 30 to 40 light tanks—a force of roughly 50,000 for the mission.

Zhang’s scheme of maneuver was not complex. Like many generals in Chinese history, he made virtue of necessity. He decided to exploit China’s one true advantage over the Japanese: numbers of soldiers. Zhang reasoned that if he could achieve surprise, he could concentrate overwhelming numbers of Chinese troops against the Japanese defenders, eventually driving the retreating Japanese into the Huangpu River. His plan called for an assault by 20,000 troops or two divisions. One division would strike at the IJA headquarters near Zhabei, the poor industrial section of Shanghai. The other division would attack the IJA headquarters located inside a textile mill. Once these objectives were taken, Zhang planned to deploy additional Chinese forces along the coast to defeat Japanese attempts to land reinforcements.

Unfortunately for Zhang, his initial attack did not go as planned. During the morning of 13 August, Chinese troops in the Shanghai Peace Preservation Corps opened fire on members of the Japanese garrison, alerting the Japanese to impending action. Realizing that the element of surprise was lost, Chiang directed Zhang to begin his deliberate assault on the Japanese targets as soon as possible. For Zhang, that meant the next day. Zhang knew that a successful Chinese attack depended heavily on surprise, but he followed orders.

When the two Chinese divisions attacked their objectives on 14 August, they made a shocking discovery. Not only had the Japanese forces been alerted, but also the two Japanese headquarters were protected by concrete defensive barriers that were impervious to even the largest Chinese artillery (150-millimeter howitzers). Additionally, Japanese armored cars and machine guns were placed along the streets and corridors where Chinese attacks were expected to pass, and Japanese naval gunfire pulverized Chinese troops in the areas surrounding the Japanese strongpoints.

Undeterred by the failure of the first attacks, the Chinese generals sent their men into action, shoulder to shoulder, with fixed bayonets. Predictably, losses were catastrophic. Chinese flesh and bone performed poorly against Japanese steel, concrete, and machine guns. Even more disappointing, the Chinese tanks of British, French, and Italian manufacture lacked the armored protection to withstand fire from Japanese heavy weapons and provided practically no offensive capability at all. Fire from Japanese heavy machine guns penetrated the light armor and killed or wounded the Chinese tank crews.

Frustrated and desperate to destroy the Japanese strongholds in the city, Zhang decided to throw in two of Nationalist China’s German-trained divisions, the 87th and the 88th, in an operation he named Iron Fist. On 17 August, these elite infantry divisions attacked the Japanese strongholds using the German infiltration tactics they had practiced under the supervision of German officers on contract to train Chiang’s army.

Despite the demoralizing wall of fire that greeted them, the heroic Chinese soldiers fought their way to the forward edge of the Japanese defenses. It made no difference. The attacking Chinese troops simply lacked the firepower and explosives to penetrate the defensive works, and their artillery and machine gun support was insufficient. Once more, the Japanese sailors of the SNLF held their ground thanks to the concrete defensive works and the fleet’s accurate, devastating naval gunfire.

In the interim, Nationalist Chinese air and naval forces struck the Japanese ships in Shanghai harbor. On 14 August, forty Chinese aircraft flew a total of two hundred sorties, attacking Japanese ships as well as troops in the city. Once again, the attacks were ineffective. Chinese river patrol craft launched a successful torpedo attack against the battleship Izumo, scoring two hits, but did not do serious damage to it. Bombs meant for the Japanese fleet fell instead on a British warship and on Shanghai’s international zone, accidentally injuring or killing three thousand civilians inside an area now brimming with more than a million people seeking refuge from the fighting. Japanese forces ashore sustained no losses at all.

In the first forty-eight hours of the fight for Shanghai, Japanese airpower fought the weather, not the Chinese. When the weather cleared on 16 August, the 3rd Air Fleet launched air strikes from Taipei, Cheju-do Island, Shengsi Islands, and its two carriers, Hosho and Ryujo, hit Chinese troop concentrations and airfields from Shanghai to Nanjing. After decrypting the Nationalist Chinese military’s encoded messages on 19 August, the Japanese established air superiority over Shanghai. By the time Matsui’s SEF of 80,000 men arrived on 23 August, Admiral Hasegawa’s actions had retained Japan’s foothold ashore, securing Japan’s margin of victory. The scales were tipping in favor of the IJA.


General Matsui’s first contingent comprised two divisions, the 3rd and 11th Infantry Divisions. To augment the capabilities of these two divisions, Matsui was given additional machine gun, tank, and mortar battalions, a heavy field artillery regiment, and a siege artillery battalion, adding about 100 tanks and 300 to 400 artillery systems of different calibers to the SEF for a total of 80,000 troops. Separate radio platoons were attached to major regiments and divisions, giving the SEF a significant communication advantage over the Chinese forces, which were equipped with comparatively few radios. The lack of communication capabilities became a chronic weakness. Chinese defensive operations could not keep up with the frequent attacks launched by the Japanese let alone effectively monitor the actions of their own forces.

A few days later, an IJA fighter squadron from the Provisional Air Group operating in north China was added to reinforce Japanese airpower ashore. By 10 September, China’s small air force was largely out of action, and Japanese forces enjoyed air supremacy for the rest of the campaign.

Matsui’s task, however, was by no means easy. Geography still favored the Chinese defender. The maze of waterways and buildings inside Shanghai, together with the swamps, rivers, and lakes on the city’s outskirts, severely restricted the movement of ground forces on both sides. If skillfully used, these waterways would favor the Chinese defender. On the north side of Shanghai is the great Yangtze River, five to ten miles wide and sixty-five to eighty feet deep. In the center of the peninsula is Suzhou Creek, an eastward flowing stream that makes a sharp northward turn into the Huangpu (formerly called the Whampoa) River, eventually converging with the Yangtze. The source of the Suzhou Creek is an area of swamps, and farther west is Taihu Lake, a body of water larger than the modern city of Shanghai itself (869 square miles). To the south of Shanghai is Hangzhou Bay, an elongated thirty-six-mile-wide inlet that gradually narrows as it reaches the Qiantang River and the city of Hangzhou.

Aside from his age, Matsui was hardly the typical army four-star general. He was remarkably fit with an exceptionally sharp mind and no shortage of personal physical courage. More important, Matsui would do early in the campaign what seemed impossible given the serious interservice rivalry that afflicted relations between the IJA and the IJN. He would make peace with the Japanese admirals.

In a discussion on 21 August aboard Admiral Hasegawa’s flagship, Matsui listened carefully to the recommendations of his own staff, as well as to those of the Japanese naval officers already engaged in the battle for Shanghai. Rear Admiral Nagumo Chuichi urged Matsui to conduct two landings, which would force the Chinese defenders to fight in two directions simultaneously. (Nagumo would later command the IJN’s 1st Air Fleet at Pearl Harbor and Midway.)

Ultimately, Matsui overruled the IJA staff officers who urged him to make a single landing in one location in favor of Nagumo’s plan for two. Matsui decided to conduct the landings in two echelons at two different locations roughly ten miles apart. The northernmost landing would place the 11th Infantry Division in the vicinity of Chuanshakou, while the 3rd Infantry Division landed farther south near Wusong. The Japanese conducted amphibious landings along a forty-kilometer front, from Liuhe northeast of the Shanghai metropolitan area to the Shanghai docks on the Yangtze.

Matsui instructed his commanders to execute a double envelopment using the 3rd Infantry Division to capture the city of Wusong while the 11th Infantry Division pushed inward to the southwest and capture Luodian. The capture of that city—a transportation center connecting Baoshan, downtown Shanghai, and several other towns with highways—would facilitate the encirclement Matsui wanted by cutting off Chinese forces inside an area of about approximately fifty square miles. The encirclement was part of Matsui’s larger strategic goal of forcing the Chinese 15th Army Group to withdraw eight miles from the coast. If successful, the withdrawal would expose the left flank of the Chinese 9th Army Group, which was still fighting in metropolitan Shanghai, to Japanese assault and, potentially, encirclement.

To support General Matsui’s plan, Admiral Hasegawa directed the entire 3rd Air Fleet to thoroughly reconnoiter the area and then provide the attacking Japanese divisions with close air support. When the IJA formations began landing in waves on the Chinese coast, the entire might of the Japanese fleet would assemble to systematically pulverize Chinese troops and defense works.

In view of Chinese weaknesses in airpower, artillery, and tanks, the Chinese had little choice but to compensate with numbers. By the time the Japanese landings started, Chiang had moved the Nationalist Chinese 15th Army Group, a force of 150,000–200,000 men under the command of General Luo Zhuoying, into hastily prepared defensive positions along the coast. Luo’s mission was to stop the Japanese landings. To do so, he had 17 infantry divisions, a separate infantry brigade, and a separate artillery regiment with 600 to 800 artillery systems. Chinese infantry divisions were generally 10,000 strong, or half the size of the 22,000-man Japanese square divisions.

The landings began on 23 August with the Japanese SEF coming ashore near the coastal towns of Liuhe, Wusong, and Chuanshakou. Resistance near or on the beaches was sporadic, but IJA 3rd and 11th Infantry Divisions encountered tough opposition from Chinese forces as they advanced inland to capture towns and villages. Neighborhoods and buildings that the IJA seized during the day with the aid of Japanese naval gunfire were lost to ruthless Chinese counterattacks at night. Even with the systematic bombardment of Chinese defensive positions and assembly areas, the fighting was harder than Matsui had anticipated, and he went ashore to find out why.

Japan’s Shanghai Expeditionary Force Lands in China, 22 August–23 September 1937

Upon arriving at the front, Matsui discovered that his general staff had directed the two attacking divisions to leave behind their tanks and artillery. Japanese general staff officers assumed the soft sand and ground on the coast plus the network of canals and streams surrounding Shanghai would not support the effective employment of tanks and artillery. Japanese infantry attacks bogged down due to the absence of Japanese firepower and mobility.

Matsui was deeply angered by his staff’s omission, and because of the lack of mobile armored firepower, five days would pass before the 11th Infantry Division would capture Luodian and the 3rd Infantry Division would capture Wusong. However, far more important for the larger Japanese campaign was the fact that without the tanks and artillery, the SEF opportunity to envelop the Chinese 15th Army Group was irretrievably lost.

The town of Baoshan finally fell on 4 September. For its Chinese defenders, the battle was a fight to the death. The few Chinese units that survived that battle escaped to establish new defensive positions in and around Luodian, barely sixteen miles from the center of Shanghai. Taking Luodian would now require a deliberate assault, something Matsui had hoped to avoid.

To defend Luodian, Chiang concentrated 300,000 troops, including the survivors of Baoshan, to stop 100,000 Japanese soldiers supported by tanks, artillery, aircraft, and naval gunfire. The Chinese were too poorly equipped and trained to halt the IJA for long, but as the battle progressed, the Chinese found innovative ways to slow or derail the Japanese advance.

Under cover of darkness, Chinese soldiers mined the roads leading into their defensive positions around Luodian and launched raids to isolate and cut off Japanese outposts. To reduce their losses from the massive Japanese artillery and air strikes, the Chinese kept the forward lines lightly manned, a tactic the Germans had employed against the British and French armies in the last two years of World War I. Then, when the Japanese infantry closed in, the Chinese would appear to spring up from nowhere and attack them at close range. These tactics worked well for the Chinese, who used them repeatedly.

When one defensive line was wiped out and taken by the Japanese, the Chinese would fall back to another, over and over, until few Chinese soldiers were left alive. These diehard tactics had a profound effect. On 18 September, the Japanese attack was halted, and a thousand Japanese soldiers were killed or wounded. It is no accident that in Chinese history, the battle for Luodian is referred to as the “grinding mill of flesh and blood.”

For the Japanese to regain momentum, Matsui concluded that more drastic measures were needed. He recalled Japanese air forces from bombing runs on Chinese airfields and supply columns and ordered them to focus on Chinese forces holding up the Japanese attacks. On 10 September, Matsui launched a massive air assault with aircraft from the IJN 3rd Fleet and 2nd Combined Air Unit to support the IJA’s infantry divisions. With the relentless and massive application of airpower, the SEF was finally able to dislodge the determined Chinese from their last defensive positions in Luodian before the end of September.

By this point, the IJA had dramatically improved its coordinated use of aircraft, artillery, tanks, and infantry in daylight attacks. The result was not quite a blitzkrieg, but it was close enough in the fighting with the infantry-centric Chinese. For the Chinese, the experience was sheer terror.

Imperial Japanese Army attacks were planned and executed with precision; they began at first light with massive air attacks supported by observers in aircraft who identified and targeted Chinese positions for the artillery and naval gunfire. When smoke appeared on the battlefield, IJA infantry began advancing with tanks in the lead while fighters flew forward to search for and attack Chinese reinforcements racing to the sector under attack. This was a pattern that the IJA would repeat with great effectiveness.

Nevertheless, Japanese losses at this point in the fight for Shanghai were much higher than Tokyo anticipated; 8,000 casualties, or nearly 30 percent of Japanese losses during the entire battle for the city. Even with the reinforcement of 40,000 troops from the IJA’s 13th and 9th Divisions, the battle for Shanghai was beginning to resemble a bloody stalemate on the World War I model. The lack of mobile armored firepower inside the Japanese forces meant that Matsui’s troops could not move and concentrate quickly enough to envelop and trap the Nationalist Chinese forces as he had originally intended.

Determined to regain the initiative from the Japanese no matter the cost, Chiang now committed all of his military commanders to the battle for Shanghai, directing them to fight literally to the last Chinese soldier. On 21 September, he reorganized his forces into area defense formations. Chiang assigned specific areas to Chinese armies and army groups with defined boundaries that established command responsibility for what contemporary American military leaders call “defend to retain” missions. The river defense forces, Nanjing’s capital garrison forces, and the Nationalist Chinese 23rd Army Group (as a separate command) were directed to establish an area defense south of Hangzhou Bay, far from Nanjing. Seventy Nationalist Chinese infantry divisions would eventually be involved in the operation, but only the forces designated “Right Wing Forces,” “Central Forces,” and “Left Wing Forces” would be directly engaged in the battle of Shanghai.

Generalissimo Chiang Kai-shek’s 21 September Plan for the Defense of Shanghai and Its Surroundings

Chiang’s arrangement was problematic. His reorganization inserted an extra layer of command and control that slowed decisionmaking, restricted the flow of information, and reportedly caused some unnecessary confusion. Moreover, instead of utilizing all nine Chinese army groups to attack and overwhelm the IJA, he initially committed only two (and later, a third) army groups to directly engage the IJA at any one time.

Chiang later said the new defensive scheme was necessary to accommodate the growing number of Chinese troops committed to defend Shanghai and its surroundings. While this may have been true, there was another reason. The IJA’s war of ruthless extermination against its enemy cultivated extreme hatred in the Chinese, evoking a particularly visceral response from the Chinese soldier. Chiang wanted to put this hatred of the invader to good use.

Nationalist Chinese soldiers now killed Japanese prisoners of war as readily as the Japanese killed Chinese prisoners of war. Major General Wei Li-huang, the commander of the 67th Division, Chinese 15th Army Group, noted, “It’s impossible to have a prisoner delivered to headquarters although we pay from 50 to 100 yuan upon delivery, and there are severe punishments for not doing so. The soldiers say that the prisoners die along the way.” Chiang could defend Shanghai and its surroundings to the last Chinese soldier because the “war of armies” was becoming a war between two peoples.


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