A National Revolutionary Army machine gun nest in Shanghai


On 30 September, the IJA and IJN signed Memorandum 519, which set down the agreed responsibilities of army and navy air forces. This memorandum was crucial for attacking Japanese ground forces in gaining access to air support from both the services. Under the terms of the agreement, the 2nd Combined Air Unit, a mixed formation in northern China consisting primarily of IJN aircraft, was tasked to support the 3rd and 9th Infantry Divisions. The 1st Combined Air Unit halted raids against Nanjing and instead agreed to coordinate with the IJA forces in Shanghai on a daily basis until 27 October or whenever the Shanghai phase of the operation ended.

The same day the memorandum was signed, Matsui set in motion an attack southward from Liuhang through Wusong Creek, toward Zoumaotang Creek. He hoped the attackers would quickly seize two stone bridges west of Dachang being defended by the Nationalist Chinese 33rd and 18th Divisions.

The Japanese employed the 101st, 3rd, and 9th Infantry Divisions, with the 11th Infantry Division covering the right flank from possible spoiling attacks by the Chinese 15th Army Group. The IJA 13th Infantry Division was held in reserve. Chinese accounts also mention the presence of Taiwanese and Manchu units intermingled with IJA reinforcements, totaling 100,000 troops including more than 300 artillery systems, 300 tanks, and 200 aircraft.

The Battles between the Creeks, 24 September–26 October 1937

On the receiving end of this juggernaut was the Nationalist Chinese 9th Army Group, commanded by General Zhang Zhizhong, which was now tasked with protecting the north side of Shanghai. At this point in the battle, General Zhang’s troops were all that stood between the attacking Japanese and the city of Shanghai.

The 9th Army Group had 4 infantry divisions and a separate brigade, a force of 60,000 men. However, unlike other Chinese army groups, the 9th Army Group had substantially more artillery, around 400 guns, and even a separate battalion of 50 light tanks, a unique formation in the Nationalist Chinese Army. General Zhang also continued to command the German-trained 87th and 88th Infantry Divisions, the best formations in the Nationalist Chinese army.

Japanese prime minister Konoe Fumimaro was unaware of Chiang’s intentions and was totally reliant on the advice of Matsui and other IJA commanders, with whom he had an uncomfortable relationship. To the extent that he was able, Konoe restricted the IJA’s political influence. When he agreed to integrate and escalate the combat in the north China and central China theaters by launching an October offensive, he did so reluctantly. He was skeptical that the operation would compel Chiang’s capitulation and bring the conflict to a close.

By early October, the IJA’s strength in the Shanghai region approached 250,000 men. After several days of fighting that was often hand to hand, the IJA 9th Division broke through on 5 October and secured the far side of Wusong Creek. Here, however, the Japanese attack broke down. The Chinese defenders were waiting in carefully prepared trench works that utilized barbed wire, mines, machine guns, and artillery. From 7 to 13 October, heavy rains intervened to provide a respite from the fighting, which allowed time for both sides to replenish supplies. Then the Japanese offensive continued with the goal of eliminating all Chinese resistance north of Wusong Creek.

Chiang Kai-shek had another card to play: Nationalist China’s Guangxi Army of roughly 70,000 to 80,000 soldiers. Given the success of Zhang’s defense, Chiang judged the timing to be right for a Chinese counteroffensive that might fully consolidate Chinese control of Dachang. With the timely arrival of the Guangxi Army on 17 October, Chiang was certain that Nationalist China’s Central Army would be strong enough to regain control of the Yunzaobin River bank, the key to frustrating Japanese efforts to maneuver Chinese forces out of Shanghai. With the combined strength of the 9th and 15th Army Groups, the Nationalist Chinese would enjoy an advantage in personnel numbers over the IJA and a slight advantage in the number of artillery systems but would still labor under major handicaps in the number and quality of tanks. The Chinese also had no real defense against Japanese air strikes.

While Chiang planned his counteroffensive, the Nationalist Chinese 8th Army Group remained on the defense at Pudong, east of Shanghai city and north of Hangzhou Bay, while the 10th Army Group stayed in its defensive positions south of Hangzhou Bay. For reasons that have never been satisfactorily explained, Chiang did not employ these formations to reinforce the 9th Army Group’s flank in the north. Their mission was to simply defend their assigned areas. As a result, nine divisions and four separate brigades that could have joined the fight and diverted IJA forces from defending against the Chinese counterattack did nothing. Whether these might have tipped the balance in favor of the Chinese offensive is unknown, but the fact that they were not massed to support it is peculiar.

The counteroffensive was not well coordinated, and as a result the Chinese attackers were decimated by superior Japanese firepower. As in previous operations, the lack of experience, poor communications, woefully inadequate firepower, and incompetence in the senior Chinese ranks constrained Chinese freedom of action. Chiang’s counteroffensive petered out.

On 25 October, the Japanese proceeded with their planned assault on Dachang. This offensive is worthy of attention because it was probably one of Matsui’s finest operations. The Japanese attack was supported by 700 artillery systems of various calibers and 400 aircraft including 150 bombers. It was also spearheaded by just 20 tanks. In a rare event in Japanese military history, the tanks were concentrated as envisioned by the Germans and, as Ugaki always urged, not broken into small groups to operate as fire support platforms for light infantry.

The Chinese 33rd and 18th Divisions sustained 90 percent casualties and the bridges across the river were captured, but the 26 days of fighting also cost the Japanese 25,000 casualties. When Dachang fell, the 9th Army Group’s flank collapsed, and the door to Shanghai was flung wide open. The operation General Matsui had hoped to complete in a week had instead lasted for almost a month.

Chiang Kai-shek was despondent, writing, “I had hoped that after the troops from Guangxi entered the fighting, we could hold out. The military situation is shaky. It is very discouraging.” Chiang’s fight for Shanghai was always a desperate gamble with an underequipped and inadequately trained force. Now, he began to realize he would have to salvage what he could for a war that would last for years.


Reeling from heavy losses, Chinese forces were totally unprepared when Japanese troops forced their way across the Suzhou River on 30 October, putting Chiang Kai-shek’s remaining troops in grave danger. The combination of the loss of Dachang on 26 October and the Japanese breakthrough on 30 October meant Nationalist Chinese troops in Shanghai would have to withdraw or face certain destruction through methodical Japanese encirclement. If the Chinese army was going to survive to fight again, Chiang Kai-shek’s troops would have to abandon Zhabei and Jiangwan along with other heavily defended Chinese positions. On 30 October, the last remnants of the heroic 9th Army Group, soldiers who had held the line against the IJA through seventy-five days of unimaginable hardship, finally retreated. It was the end of the 9th Army.

Chinese forces now outran the advancing Japanese. There was little the Japanese could do to catch the retreating Chinese forces. The IJA lacked the tracked armor to outpace them. When the Japanese 10th Army, composed of units from northern China, landed in Chingshaweicheng on 5 November, they encountered no real opposition. However, the retreating Chinese were able to establish effective blocking positions with the 19th Army Group in the area north of Taihu Lake and the 10th Army Group south of the lake. These forces successfully covered the majority of retreating Chinese troops.

Within ten days, the IJA 6th Division would advance some thirty miles west and capture Chiahsing in an attempt to cut off retreating Chinese forces, while the 9th Division occupied the city of Suzhou and linked up with the rest of the SEF on 19 November. Another landing by the IJA 16th Division north of Paimaokou designed to cut off retreating Chinese forces came too late to be effective. The operation failed, and the Chinese escaped yet again.

The battle for Shanghai was over. General Matsui Iwane relinquished his command of the SEF and assumed command of a new, larger force, Japan’s Central China Expeditionary Army, which included both the SEF and the 10th Army. The great offensive to smash remaining Chinese resistance was about to begin.

As the war moved inland and away from Shanghai, the Japanese occupation authority in Shanghai restored order, repairing and reopening many of Shanghai’s factories and administrative buildings. But 70 percent of Shanghai’s productive capacity lay in ruins. Thousands of residential buildings, factories, and workshops were damaged or completely demolished. Tens of thousands of homeless Chinese swarmed the city’s streets, and hundreds of thousands more slept in stockrooms, warehouses, temples, and parks. Before the end of 1937, 101,000 corpses, mostly civilian, were recovered from the city’s ruins.

Shanghai’s banking community fared somewhat better. Though Japanese occupation cut off Shanghai banks from economic interaction with the rest of China, the banks still functioned without too much regulatory interference from the occupying authorities. After December 1941, this situation ended, and the Japanese imposed strict controls on all facets of life in Shanghai from monetary policy to food.

The Arrival of the Japanese 10th Army and the Chinese Retreat

While Shanghai settled in for a long Japanese occupation, the fight for control of Nanjing transformed an already bitter conflict into a prolonged series of atrocities on a scale not seen since the days of Genghis Khan. Almost nine years later, Matsui, the man who once befriended Sun Yat-sen, would be tried and executed by the Allied Tokyo War Tribunal for war crimes committed against the Chinese people by his troops in Nanjing.

After Nanjing, Japan’s war with China evolved into the bog that Ishiwara had originally predicted—war without end. Chinese military strategy methodically adhered to the formula described in a 1936 letter to Nishi Haruhiko, who would be Japan’s foreign minister when the Japanese attacked Pearl Harbor: “If war breaks out between Japan and China, the Nationalist Government has made secret plans to resist to the bitter end. If their Shanghai-Nanking [Nanjing] defense line is broken, they will withdraw to a Nanchang-Kiukiang [Jiujiang] line. If that line cannot be defended, they will retreat to Hankow [Hankou]. If the Wuhan defense collapses, they will shift to Chungking.”

With the fall of Nanjing, Japan’s military campaign to subjugate China dragged on without result. In response, Japan’s political and military leaders turned to airpower for an answer. Chinese cities were leveled and millions of Chinese were killed, but the Chinese fought on. The Japanese never seemed to comprehend the power of Chinese nationalism, which was as fierce as their own.


In the history of China’s war with Japan, the fight for Shanghai involved more Chinese soldiers and matériel and incurred higher human losses than any other single engagement. Before it ended, the fight for the city embroiled nearly a million soldiers in combat. For the Chinese Nationalist forces, the outcome was catastrophic. An estimated 270,000 Chinese soldiers were wounded or killed. The exact number of Chinese civilians killed in the fighting is unknown, but numbers range from 250,000 to 450,000. Chiang Kai-shek’s decision to commit his best units to fight for Shanghai devastated China’s best military manpower. In 3 months of intense combat, Chiang Kai-shek sacrificed thousands of his army’s most highly trained junior officers, compelling his forces to fight for years without the competent tactical leadership they desperately needed.

Japanese casualty figures were much lower, estimated to be around 40,000. The disparity in Chinese and Japanese losses highlights the impact of Ugaki’s modest modernization efforts and the high quality of Japanese troops and their leadership, but the struggle for control of Shanghai was harder and bloodier than it should have been.

Whereas Sir Richard Haldane succeeded in changing the British army just enough to play its vital part in the opening battles of World War I, the IJA failed to change enough to achieve a true margin of victory. Rather than downsize the IJA and use the savings to invest in the war-winning technologies of modern warfare—tanks, artillery, and aircraft—the Japanese generals chose to rely on masses of manpower.

The Japanese generals’ preference for numbers in uniform over capability produced the bloodbath at Shanghai and the “grinding mill of flesh and blood” at Luodian. Their determination to retain the large, ponderous World War I square division structures—ideal for the attritional character of trench warfare but unsuited to rapid and decisive offensive operations—was a costly mistake. In the months it took to seize Shanghai, the generals compensated for the lack of offensive capability in their large infantry formations by committing their entire arsenal of tanks and aircraft to move forward and drive the Chinese defenders out of Shanghai.

Tokyo celebrated the fall of Shanghai as a great victory, but the Japanese victory concealed the truth that the IJA was still critically short of completing its transformation into a military force suitable to modern warfare as practiced by the Germans and Soviets. The essential lesson that decisive operations required large, mobile armored forces supported by thousands of advanced fighters and bombers went unlearned. Japanese generals such as Matsui were ferocious and courageous, commanding from the front whenever and wherever conditions demanded decisive leadership. The Japanese generals made use of the tanks and artillery they had, but the IJA still remained organized for World War I until World War II ended.

Despite the gradual introduction of newer and better tanks before war’s end in 1945, the IJA never fielded more than the equivalent of three armored divisions in combat, a force woefully inadequate for operations in the Chinese and southeast Asian theaters of war. Japanese tanks and self-propelled guns never attained the quality and capability of comparable equipment in the U.S., German, or Soviet arsenals. Serious weaknesses in mobile armored firepower and logistics allowed the inexperienced and ill-equipped Chinese armies to escape, regroup, and resume their attacks on Japanese occupation forces time and again.

One reason the Japanese generals failed to learn from their operations in Shanghai was the weakness of their opponents in the early stages of World War II. In Malaya, where the British opponent could not melt away into an expansive interior, the Japanese conducted a masterful campaign involving the coordinated use of tanks, artillery, engineers, infantry, aircraft, and ships, defeating a British army in February 1942 that was twice as large as the attacking force. Against the British troops defending Singapore, the quality of IJA training and aggressive leadership compensated for the IJA’s numerical inferiority on the ground. The conquest of the U.S.-held Philippines in May 1942, though more challenging than the campaign to take Singapore, simply reinforced Tokyo’s illusion of Japanese military superiority.

Japan’s modest military advantage did not last long. Two years after the fall of Shanghai, Japan’s Kwantung Army was decisively defeated by Soviet armed forces on the plains of Nomonhan. Japanese airpower fared better than the ground forces; superb Japanese pilots fought their Soviet opponents in the air to a draw, but airpower could not compensate for the IJA’s acute weaknesses in mobility, armor, firepower, and organization. Soviet army small arms, tanks, artillery, and organization were demonstrably superior to anything the IJA could field. Japan sued for peace, releasing Soviet forces in Siberia to move west in time to defend Moscow in the winter battles of 1941–42.

As American air and naval power closed the ring around Japan in early 1945 and Japanese cities were incinerated from the air, 1 million of the Imperial Japanese Army’s 5.9 million soldiers were still in China, and another 780,000 were in Manchuria. Chiang Kai-shek’s decision to trade lives for space exacted a high price from the IJA. The defenders of Shanghai prevented the Japanese from striking directly into central China, slowing the Japanese advance long enough for the Nationalist government to begin moving a portion of its defense industries deeper into China, toward China’s new wartime capital, Chongqing (Chung King).

Japan’s war with China not only delayed and disrupted the IJA’s modernization, it also fatally crippled Japan’s northern strategy to defeat the Soviet Union, while putting Japan on a collision course with Britain and the United States. In August 1945, the calamity that Ugaki, Ishiwara, and their supporters had feared the most struck the IJA in Manchuria, when Japanese forces were annihilated in less than two weeks by Soviet armored and mechanized units consisting of 5,556 tanks together with several thousand self-propelled guns and supporting armored fighting vehicles.

The hard lesson that mass and athleticism do not equate with real military capability was not lost on the postwar Japan Self Defense Forces (JSDF). Less than twenty-five years after World War II ended, the much smaller JSDF, only 4 percent of the size of the IJA at its height, already possessed thirty times more firepower than its predecessor. Emperor Hirohito’s comment that “our military leaders put too much emphasis on [fighting] spirit and forgot the significance of science” still resonates in Japan. Technology, not manpower, combined with superior organization and leadership, is now widely recognized as Japan’s future margin of victory.

Ugaki Kazushige won his fight for change inside the IJA after all, albeit at the cost of a lost war. Today, the Japan Ground Self-Defense Force (JGSDF) fields significant armored forces and more tanks and armored fighting vehicles than the British or French armies. Japanese soldiers are highly educated, trained, and disciplined. At this writing, the JGSDF is upgrading its armored force to the new Type 10 tanks while retiring the older Type 74 tanks. It is also likely that production of the Type 89 Infantry Fighting Vehicle will resume in the near future. The JGSDF is following a familiar pattern: shed old equipment first, then modernize with initial low rate production runs until the new equipment performs to expectation. In the West, this process is called rapid prototyping, and it is something much discussed but seldom seen in practice.

China’s emergence as a great power in the twenty-first century must also be viewed through the lens of its war with Japan, especially the battle of Shanghai. China’s inability to defend its near seas, great rivers, and coastal cities, and its vulnerability to attack from Formosa (Taiwan), Japan’s unsinkable aircraft carrier during the battle for Shanghai, and the seizure of all of China’s coastal cities traumatized the Chinese people. These experiences not only shape current Chinese military modernization efforts, they also figure prominently in Chinese thinking about the potential conflict with Japan and the United States, Asia’s two great maritime powers.

China’s recent demarcation of an air identification zone that includes the Senkaku and Diaoyu Islands must also be seen as part of a larger Chinese anti-access/area denial (A2AD) strategy with its roots in a tragic, costly war against Japanese invasion that began with the battle of Shanghai. Americans would do well to keep this history in mind before leaping to conclusions about China’s alleged belligerence toward the United States and its commercial interests in Asia.


Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google photo

You are commenting using your Google account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

This site uses Akismet to reduce spam. Learn how your comment data is processed.