In August 1937, five weeks after the shots at the Marco Polo Bridge, Chiang Kai-shek carried the war to Shanghai, the largest city in Asia and the home of the foreign concessions. For three months Chinese and Japanese armies fought street by street through Zhabei and creek by creek through the cotton fields north of the city, while foreign residents watched from rooftops across Suzhou Creek. This chapter tells why Chiang chose Shanghai, how the battle was fought, what it cost, and how it turned a regional crisis into a national war.
Marco Polo Bridge · Chapter 6 of 9
- Dates
- 9 August 1937 (the Ōyama incident at Hongqiao aerodrome); 13 August, when fighting began in Zhabei; 14 August, “Bloody Saturday”; 5 November, the Japanese landing at Hangzhou Bay; 12 November, when the last Chinese-held districts of Shanghai fell. The retreat toward Nanjing continued through late November.
- Where
- Shanghai and its suburbs: Zhabei, Hongkou, Yangshupu, Jiangwan, Wusong, Baoshan, Luodian, Dachang and the line of Suzhou Creek; Jinshanwei on Hangzhou Bay; Baimaokou on the Yangtze; the fortified lines between Shanghai and Nanjing
- Chinese forces
- At first the Nanjing–Shanghai Garrison (9th Group Army) under Zhang Zhizhong with the German-trained 87th, 88th and 36th Divisions; later the bulk of the Nationalist army, with Chen Cheng’s and Zhang Fakui’s armies, about 70 divisions and roughly 700,000 men in all; the Chinese Air Force
- Japanese forces
- The Shanghai Special Naval Landing Force (about 6,300 men by 19 August) and the Third Fleet; the Shanghai Expeditionary Force (3rd and 11th Divisions, later the 9th, 13th, 101st and 16th); the Tenth Army (6th, 18th and 114th Divisions and the Kunisaki Detachment); roughly 250,000–300,000 men by November
- Commanders and leaders
- China: Generalissimo Chiang Kai-shek; Zhang Zhizhong; Chen Cheng; Zhang Fakui; chief German adviser Gen. Alexander von Falkenhausen. Japan: Vice Adm. Hasegawa Kiyoshi (Third Fleet); Gen. Matsui Iwane (Shanghai Expeditionary Force, then Central China Area Army); Lt. Gen. Yanagawa Heisuke (Tenth Army)
- Outcome
- Japanese victory. Chiang lost much of his best, German-trained army, and Chinese losses are put at 187,000 to 300,000 killed and wounded. Japan’s official history counts 40,672 Japanese killed and wounded by 8 November. The fight showed the world that China would resist, and it opened the road to Nanjing.
Why it mattered
Until August 1937 the fighting that began at Wanping could still be described as a North China incident. Japan’s government called it the “North China Incident” and hoped to settle it, as earlier crises had been settled, by forcing a local Chinese commander to accept local terms. The Japanese army had taken Beiping and Tianjin by the end of July (see Chapter 5), and many officers in Tokyo expected the Nationalist government in Nanjing to bargain rather than fight.
Shanghai ended that hope. It was China’s richest city and its financial capital, about 300 kilometers down the Yangtze from Nanjing. It held the International Settlement and the French Concession, where tens of thousands of foreigners lived under their own police and courts, and the foreign press corps reported every day of the battle to the world. When Chiang Kai-shek sent his best divisions into the city in August, he committed his government, not a regional army, to war. Japan answered with a field army, and in September Tokyo renamed the conflict the “China Incident.” It was still not called a war, but it now covered the whole country.
The battle lasted three months and became one of the largest of the 1930s. Peter Harmsen, whose Shanghai 1937 is the fullest English-language account, gave it the subtitle “Stalingrad on the Yangtze,” and the comparison is apt for the urban fighting in Zhabei and the slaughter in the fields around Luodian. China lost much of the modern army it had spent a decade building. In return Chiang showed his own people and the foreign powers that China would resist. What followed, the fall of Nanjing and the long war in the interior, grew out of the decisions made at Shanghai.
A second front: why Chiang chose Shanghai
Shanghai had been fought over once before. In January 1932, four months after the Mukden Incident, Japanese naval troops clashed with the Chinese 19th Route Army in Zhabei, and the fighting lasted more than a month (see Chapter 1). The cease-fire agreement of May 1932 barred regular Chinese troops from a zone around the city. China kept order there with its Peace Preservation Corps, a lightly armed paramilitary police, while Japan kept a permanent force of naval infantry, the Shanghai Special Naval Landing Force, in barracks in Hongkou and along the northern edge of the International Settlement. The Japanese Third Fleet, under Vice Admiral Hasegawa Kiyoshi, used the old armored cruiser Izumo as its flagship and kept her moored on the Huangpu River beside the Japanese consulate.
Historians do not agree on exactly why Chiang decided to fight there, and Harmsen writes that the record does not settle the question. Several reasons appear in the sources. The first was military geography. On the North China Plain, Japanese tanks, motor transport and aircraft had open ground; the Yangtze delta around Shanghai was cut by creeks, canals and paddy fields that favored the defender. The second was the audience. A battle beside the International Settlement would be fought in front of foreign diplomats, journalists and newsreel cameras, and Chiang hoped that resistance in plain view would bring foreign pressure on Japan, or even intervention (Harmsen, Shanghai 1937; Mitter, Forgotten Ally).
A third reason was politics at home. Hans van de Ven argues in China at War that Chiang’s authority was strongest in the lower Yangtze, where his own Central Army was based, and weakest in the north, where provincial commanders such as Song Zheyuan and Han Fuju held power. A stand in his own heartland showed that the national government itself was fighting, and it helped keep the coalition formed after the Xi’an Incident, including the Guangxi generals and the Communists, committed to the war. An older explanation, common in Chinese writing, holds that Chiang wanted to pull the Japanese advance from a north–south axis down the railways to an east–west axis up the Yangtze, where it would run into the interior. Van de Ven and others treat that as a later rationalization rather than a plan made in August 1937.
Some of the pressure came from below. Zhang Zhizhong, commander of the Nanjing–Shanghai Garrison, had prepared for months to strike first at the Japanese naval troops in the city and pressed Chiang to let him do it. Chiang held him back for several days in early August, then let the 87th and 88th Divisions move toward Shanghai around 11 August. The decision was not simply reckless. The Japanese garrison was small, a few thousand naval infantry, and Chinese planners believed it could be overrun before reinforcements arrived from Japan.
9 August: the Ōyama incident
The spark came at Hongqiao aerodrome, on the western edge of the city. On the evening of 9 August 1937, Sub-Lieutenant Ōyama Isao, who commanded the western detachment of the Special Naval Landing Force, drove with his driver, First-Class Seaman Saitō Yozō, along Monument Road toward the airfield gate. Both Japanese were killed there, and a member of the Chinese Peace Preservation Corps guarding the gate also died. Ōyama was unarmed.
The two governments told different stories. The Chinese account was that the Japanese tried to force their way into the airfield and fired first, and that the guards shot back. The Japanese account was that the officers were ambushed. Harmsen, who reviewed the evidence, concludes that the shootout was probably staged afterward, with the Chinese guard’s body used to support the claim of an exchange of fire, to cover a killing by Chinese soldiers dressed as Peace Preservation Corps men (Harmsen, Shanghai 1937). No one has proven exactly who gave the orders. Like the night at Wanping a month earlier (see Chapter 3), the incident mattered less for what happened than for what both sides were ready to do next.
Japan demanded that China withdraw the Peace Preservation Corps and remove its defenses around the city. The Japanese navy, which had long regarded central China as its sphere, began moving warships and landing troops to Shanghai. Chinese troops moved into the city’s northern districts. Last-minute efforts by the foreign consuls to arrange a mutual pullback failed. By the next morning, Chinese and Japanese troops faced each other across the streets of Zhabei and Hongkou.
13 August: fighting begins
Small-arms fire broke out in Zhabei on the morning of 13 August, and over the day it spread to Jiangwan and Wusong. In the afternoon Japanese troops crossed the Bazi Bridge in Zhabei, and the 88th Division answered with mortars. At about 1600 the ships of the Third Fleet on the Huangpu opened fire on the Chinese positions (Harmsen, Shanghai 1937). On 14 August the Nationalist government issued a formal proclamation of self-defense and resistance, and the Chinese army began a general attack.
The Chinese plan, drawn up with German advice, was to use surprise and numbers to destroy the Japanese enclave before help could arrive. The 88th Division was to attack toward the Japanese positions north of Zhabei, and the 87th Division toward the Kung-ta cotton mill and the Yangshupu waterfront, where the Japanese naval command had set up strongpoints. On 18 August the newly arrived 36th Division, also German-trained, was ordered to drive through Hongkou to the Huishan docks and split the Japanese garrison from the river. Two of its regiments attacked on 19 August. Some units fought their way close to the river, where Japanese naval guns caught them, and the Japanese line held.
The attackers ran into a problem that modern armies would meet again at Stalingrad and Manila: concrete. The Japanese naval troops held reinforced-concrete buildings, mills and warehouses, and their headquarters on North Sichuan Road was a fortress that filled two city blocks. Chinese infantry, short of heavy artillery, could not break in. The 87th Division sent its small force of British-built Vickers light tanks into the streets without close infantry support, and its two armored companies were effectively destroyed. By about 20 August the 88th Division was too weak to keep attacking (Harmsen). The Japanese garrison, a few thousand men at the start, was reinforced by naval troops from Sasebo and elsewhere, and by 19 August it numbered about 6,300.

14 August: Bloody Saturday
The Chinese Air Force opened its war on 14 August with attacks on the Japanese warships, above all the Izumo. A first strike of 21 Northrop Gamma bombers went after Japanese ships off Wusong in the morning, and Curtiss Hawk III biplanes of the 5th Pursuit Group flew against ships farther up the Yangtze. Low cloud covered Shanghai, the crews had little training in bombing ships, and many bombs fell into the Huangpu.
At about 1627 another group of Chinese bombers came over the city. Bombs released over the waterfront fell short of the Izumo and landed on Nanjing Road beside the Bund, between the Cathay Hotel and the Palace Hotel, among crowds of residents, refugees and onlookers. About a quarter of an hour later two more bombs, apparently from a damaged plane, fell in the French Concession at the crossing of Avenue Edward VII and Yu Ya Ching Road, outside the Great World amusement center, where thousands of refugees had gathered (Historical Photographs of China, University of Bristol; Harmsen). The American consul general, Clarence Gauss, cabled Washington within the hour.
Several bombs have dropped within area of foreign refuge near waterfront. Palace Hotel hit.
No exact death toll was ever established. Totals in the sources range from roughly 1,200 dead and 1,400 injured to about 2,000 killed, most of them Chinese, and the figures often blur the dead and the wounded (Historical Photographs of China gives about 2,000 killed; other accounts give lower numbers). Among the foreigners killed were the American missionary Frank Rawlinson; the businessman Hubert Honigsberg and his wife; and Robert K. Reischauer, a 30-year-old Princeton political scientist and the elder brother of the future ambassador to Japan, Edwin O. Reischauer, who was mortally wounded outside the Palace Hotel and died at the General Hospital (Harmsen, Shanghai 1937 blog, “The First American Casualty of World War II”). The day came to be called “Bloody Saturday” or “Black Saturday.”
The same afternoon the Chinese Air Force won its first clear victory. Japanese navy Type 96 (G3M) bombers of the Kanoya Air Group flew across the East China Sea from Taiwan to attack the airfields at Jianqiao, near Hangzhou, and Guangde. Fighters of the 4th Pursuit Group, led by Captain Gao Zhihang, met them over Jianqiao and shot down several without loss. In 1939 the Nationalist government made 14 August Air Force Day, and it is still marked in Taiwan. From 15 August the Japanese navy’s bombers struck back at Chinese airfields and began raids on Nanjing itself.

The German-trained divisions and Falkenhausen
The divisions Chiang threw into Shanghai were the best he had. Since the late 1920s a German military mission had advised the Nationalist army, first under Max Bauer and then under Hans von Seeckt, the former chief of the German army command. Alexander von Falkenhausen, a veteran of the First World War who had served in Japan as a military attaché before 1914, joined the mission in 1934 and became Chiang’s chief adviser. By 1937 the Germans had trained about 80,000 men in eight divisions, the core of Chiang’s Central Army, equipped with German helmets and machine guns, Mauser-pattern rifles, and German, Czech and Swiss artillery and anti-aircraft guns. China paid in part with tungsten and other strategic minerals.
When the war came, nearly 70 German officers were serving in China, from second lieutenants to five full generals (Harmsen). Many were on short contracts, and many stayed. They worked on Chinese staffs and at the front, wearing Chinese uniforms. “Therefore I assigned the German advisors wherever they were needed, and that was often in the frontlines,” Falkenhausen wrote afterward (quoted by Harmsen). Some Japanese took to calling the battle the “German war.” Berlin, which signed the Anti-Comintern Pact with Japan in November 1936, was embarrassed, and in 1938 it recalled the mission.
Falkenhausen’s own advice is recorded in two ways that do not fully agree. Harmsen describes him as urging an aggressive opening in August, including an attack on the Japanese garrison wherever it stood, and on 29 August he advised that Luodian must be held at all costs. Other accounts, including his later statements, have him objecting to Chiang’s decision to keep feeding his best divisions into the battle after the first attack failed, a decision that cost Chiang about a third of his German-trained troops. Both may be true: the adviser who wanted a quick blow in August was not the same as the general who watched the elite divisions ground down in October.

The weakness of the Chinese army was not courage or numbers but weight of fire. A brigade commander of the 98th Division, Fang Jing, later said that Chinese field positions were often too light to survive Japanese 150 mm howitzer fire (quoted by Harmsen). China had few heavy guns, little ammunition for them, and an air force that was being worn away week by week. Japan had naval guns on the rivers, army artillery that kept arriving by sea, and control of the air over the battlefield from September onward.
Matsui’s army comes ashore: Wusong, Baoshan and Luodian
On 15 August Tokyo formed the Shanghai Expeditionary Force under General Matsui Iwane, a 59-year-old officer called back from the reserve, with the 3rd and 11th Divisions. Matsui had served in China for years and thought of himself as a friend of Chinese nationalism; he believed that a hard blow would bring Chiang to his senses. On 23 August the two divisions came ashore on the south bank of the Yangtze north of the city: the 3rd Division near Wusong, at the mouth of the Huangpu, and the 11th Division at Chuanshakou and nearby points in Baoshan County. The landings outflanked the Chinese forces in the city and shifted the battle to the countryside between the Yangtze and the northern suburbs.
Chiang poured in reinforcements to contain them. Chen Cheng’s armies took over the fight on the left wing, and for weeks the two sides fought over the river towns and the market town of Luodian, a road junction a few miles inland. The Chinese concentrated about 300,000 men in the sector and the Japanese more than 100,000. Chen Cheng’s group army lost more than 15,000 men. Chinese soldiers called Luodian a “grinding mill of flesh and blood.” The town did not fall until the end of September.
At the walled county town of Baoshan, near the Yangtze, a battalion of the 98th Division held out after it was surrounded. Its commander, Yao Ziqing, a major (some English accounts call him a lieutenant colonel), had been ordered to hold the town. About 600 men began the defense. Japanese troops broke into the southeast corner of the walls on 7 September (Wikipedia’s English article gives 6 September), and more than 500 of the battalion died, Yao among them. According to Chinese accounts, only a handful survived.
Maj. Yao Ziqing, 3rd Battalion, 583rd Regiment, 98th Division
Yao and his battalion held the walled town of Baoshan after the Japanese landings cut it off, until the walls were breached on 6 or 7 September 1937. More than 500 of about 600 defenders were killed. The Nationalist government promoted Yao posthumously to major general, and his stand became one of the first widely told stories of sacrifice in the war of resistance.
The Japanese army had not planned for a long campaign in central China, and Matsui’s two divisions were not enough. On 11 September Imperial General Headquarters ordered the 9th, 13th and 101st Divisions and the 5th Heavy Artillery Brigade to Shanghai. They landed from late September into early October. A detachment from Taiwan under Major General Shigeto Chiaki also arrived. The Japanese army that had expected to fight in the north was now committed in strength on the Yangtze.
The cruiser in the river and the war at sea
Through the whole battle the old cruiser Izumo lay off the Bund near the Japanese consulate. She had been built by Armstrong Whitworth in Britain and launched in 1899, and she had fought at Tsushima in 1905. By 1937 she was slow and obsolete, but she still carried four 8-inch guns in two twin turrets and served as Hasegawa’s flagship and a floating headquarters. Chinese aircraft attacked her again and again without success. A Chinese motor torpedo boat also attacked her in the Huangpu; its torpedoes missed and its crew abandoned it.

The Japanese navy dominated the rivers and the coast. Its destroyers and gunboats shelled Chinese positions along the Huangpu and the Yangtze, and its aircraft flew from carriers offshore and from bases in Kyushu and Taiwan. On 25 August Japan declared a blockade of the Chinese coast against Chinese shipping. China had almost no navy to oppose it; it sank old ships and merchant hulls to block channels in the Yangtze and the Huangpu.
Foreign warships lay in the river too, and they were not always spared. At about 1840 on 20 August, an anti-aircraft shell exploded on the well deck of the U.S. cruiser Augusta, flagship of Admiral Harry E. Yarnell’s Asiatic Fleet, where sailors had gathered for an evening movie. Seaman First Class Freddie Falgout of Raceland, Louisiana, the day before his 21st birthday, was killed and 17 sailors were wounded. The Navy has never determined whether the shell was Chinese or Japanese (Naval History and Heritage Command). Earlier that day, bombs from a Chinese Northrop had fallen just off the ship’s bow. On 26 August a Japanese aircraft strafed the car of the British ambassador, Sir Hughe Knatchbull-Hugessen, on the road from Nanjing to Shanghai, and seriously wounded him.
28 August: South Station and a photograph seen around the world
Shanghai’s civilians suffered from both air forces. At about 1600 on 28 August, Japanese navy aircraft bombed Shanghai’s South Railway Station in Nantao, the old Chinese city, where crowds of refugees were waiting for a delayed train to Hangzhou. Wikipedia’s article on the photograph says 16 aircraft took part. Life magazine reported in October that about 200 people had been killed; Shanghai newspapers of the time gave higher figures (Wikipedia, “Bloody Saturday (photograph)”; Life, 4 October 1937).
H. S. Wong (Wong Hai-sheng, also known as Wang Xiaoting and as “Newsreel” Wong), a 37-year-old cameraman for Hearst Metrotone News, reached the station minutes after the attack. He filmed the scene and took still pictures. One showed a baby sitting alone and crying amid the wreckage of the platform. Wong later said a man, who he believed was the child’s father, carried the baby away; he never learned the child’s name or fate. The photograph, usually called “Bloody Saturday” because 28 August 1937 was a Saturday, is often confused with the bombing of the Settlement two weeks earlier. The date and the attribution to Wong are confirmed by his own account and by Life.
The picture ran in Life on 4 October 1937, and the magazine estimated that 136 million people had already seen it in newspapers, magazines and newsreels. In the United States it became one of the most widely reproduced images of the decade and did much to turn American opinion against Japan. Japanese newspapers called it a fake, and the Japanese government was reported to have put a price of $50,000 on Wong’s head. In 1999 two Japanese writers, Fujioka Nobukatsu and Higashinakano Shūdō, again argued that it was staged. Eyewitness accounts and Wong’s own film support its authenticity, and most historians accept it as a record of what happened, though the arrangement of figures around the child is still debated. This chapter does not reproduce the photograph.
October: Dachang, Zhabei and the Sihang Warehouse
By October the battle had become a war of attrition on the flat, waterlogged ground north and northwest of the city. The Japanese fought their way south from the Yangtze, village by village and creek by creek, toward Dachang, the hinge of the Chinese line between Zhabei and the countryside. Japan’s official history records that its losses doubled between late September and late October. In the second half of October the Japanese concentrated artillery and aircraft against Dachang; one account puts the force at about 700 guns and 400 aircraft, including 150 bombers. Dachang fell on 26 October. Its loss made the Chinese hold on Zhabei and the northern districts untenable.
That night the Chinese began to pull back from Zhabei to the south bank of Suzhou Creek, and much of Zhabei burned. Chiang wanted a rear guard left behind to show the world that China still held part of the city while the Brussels Conference was being organized. The task went to Lieutenant Colonel Xie Jinyuan, deputy commander of the 524th Regiment of the 88th Division, with the regiment’s 1st Battalion under Major Yang Ruifu. Late on 26 October, about midnight, they moved into the Sihang Warehouse, the “Four Banks” or Joint Savings Society warehouse, a five-story reinforced-concrete building on the north bank of Suzhou Creek beside the New Lese Bridge (now the Xizang Road Bridge). Its eastern half belonged to the Continental Bank and its western half to the joint savings society of four northern banks.
The battalion had about 420 men. Chinese announcements called them the “800 heroes” (babai zhuangshi), a figure chosen to make the force sound stronger. The International Settlement lay just across the creek, so the defense was fought in full view of foreign residents, journalists and thousands of Chinese who crowded the south bank. The attackers were mainly Japanese naval landing force troops, chiefly the 10th Battalion under Lieutenant Commander Haji Kitarō, who pressed the building from the north and west from 27 October. The concrete walls kept out most of the fire, and the defenders beat back assaults on the lower floors and the roof.

Yang Huimin, a young Chinese Girl Guide, carried a national flag to the defenders. She crossed to the warehouse at night with the flag wrapped around her body under her uniform. Accounts differ on the details: some say she delivered it on the night of 27 October, others on the 28th, and the story that she swam Suzhou Creek is probably a wartime embellishment (Pengpai/The Paper, 2020; Wikipedia, “Defense of Sihang Warehouse”). At dawn on 29 October the Chinese flag went up over the warehouse roof, the only Chinese flag flying in Zhabei, and a crowd estimated at 30,000 watched from the south bank. The Japanese tried for hours to shoot it down.

The defense was a political act as much as a military one, and the foreign powers wanted it ended before it spilled into the Settlement. Under British and American pressure, Chiang authorized a withdrawal on 30 October. Near midnight the defenders began to cross the open ground to the New Lese Bridge under Japanese machine-gun fire, and by about 0200 on 31 October most were across. Major Yang was wounded in the breakout. A count at the time recorded 377 officers and men who escaped. Estimates of Chinese dead in the defense range from about 10 to 35, and of wounded from 37 to 54 (Xie’s own interview; 88th Division commander Sun Yuanliang’s report of 31 October). Japanese claims of 100 or more Chinese dead, and Chinese claims of 100 to 200 Japanese dead, cannot be confirmed.
The British authorities disarmed and interned the battalion inside the Settlement from 1 November. The “Lone Battalion,” as it became known, stayed in its camp for four years, a symbol of resistance in occupied Shanghai. On 24 April 1941 Xie Jinyuan was stabbed to death by four of his own men during morning drill. They were reportedly bribed by the collaborationist government of Wang Jingwei, though some accounts also mention grievances over food. When Japan seized the Settlement in December 1941, the survivors became prisoners; some were sent as laborers as far as Rabaul in New Guinea, and a few came home only in 1946.
Lt. Col. Xie Jinyuan, 524th Regiment, 88th Division
Xie commanded the defense of the Sihang Warehouse from 26 to 31 October 1937. Chiang Kai-shek promoted every defender one grade and awarded Xie and Maj. Yang Ruifu the Order of the Blue Sky and White Sun. After Xie was murdered in the internment camp in April 1941, he was promoted posthumously to major general. China’s Ministry of Civil Affairs later listed him among the national martyrs of the war.
5 November: the landing at Hangzhou Bay
Japan broke the deadlock with a landing behind the Chinese line. On 20 October Tokyo formed the Tenth Army under Lieutenant General Yanagawa Heisuke, a former vice minister of war who had been pushed into retirement after the army’s factional struggles of the mid-1930s and was now recalled. It was made up of the 6th Division (Lt. Gen. Tani Hisao), the 18th Division (Lt. Gen. Ushijima Sadao), the 114th Division (Lt. Gen. Suematsu Shigeharu) and the Kunisaki Detachment, built around a brigade of the 5th Division brought down from North China.
Early on 5 November 1937, under cover of the navy’s Fourth Fleet, the Tenth Army came ashore at Jinshanwei and nearby beaches on the north shore of Hangzhou Bay, about 70 kilometers southwest of central Shanghai. The shore had been thinly held; Zhang Fakui’s right-wing armies, responsible for the bay, had sent many of their units north into the battle for the city. The landing met little resistance. Within days the Japanese were driving north toward Songjiang and the rear of the whole Chinese position. On 7 November Tokyo placed the Shanghai Expeditionary Force and the Tenth Army under a new Central China Area Army, with Matsui in command.
A second landing followed from the north. The 16th Division, under Lieutenant General Nakajima Kesago, which had fought in North China, came ashore at Baimaokou on the south bank of the Yangtze, upriver from Shanghai, on 13 November (some records give 12 November). The Chinese armies in and around Shanghai were now threatened from both flanks.

Retreat and collapse: from Shanghai toward Nanjing
Chiang hesitated. He wanted to hold on south of Suzhou Creek at least until the Brussels Conference, which opened on 3 November, had a chance to act. Li Zongren, Bai Chongxi and Zhang Fakui urged a withdrawal to the prepared lines to the west. On 5 November Chinese forces began to abandon their positions south of Suzhou Creek, and on 8 November Chiang ordered a general retreat. By then it was too late for an orderly one.
The withdrawal became a rout. Units that had fought for weeks broke up on roads and canals crowded with refugees, under attack from the air. Shanghai’s last Chinese-held district, Nantao, the old walled city, fell on 12 November, the date usually given for the end of the battle. In Nantao a French Jesuit, Father Robert Jacquinot de Besange, persuaded both sides to respect a refugee zone run by an international committee of American, British and French members, with Chinese police keeping order. The “Jacquinot Zone” sheltered many thousands of Chinese refugees and became the model for the Nanjing Safety Zone a month later (Ristaino, The Jacquinot Safe Zone).
Between Shanghai and Nanjing lay two fortified lines that the Chinese army had built in the mid-1930s with German advice: the Wufu line, running from Lake Tai at Suzhou to Fushan on the Yangtze, and the Xicheng line farther west, from Wuxi to Jiangyin. Western writers have called them the “Chinese Hindenburg Line.” They were meant to stop exactly the advance that now came, but there was no time to man them properly with the broken divisions falling back from Shanghai. The Japanese broke through the Wufu line on 19 November and took Suzhou the same day; the Xicheng line was overrun about 26 November (WW2DB chronology). Accounts of the retreat describe pillboxes that could not be used because no one could find the keys or the maps showing where they were.
The Japanese commanders did not wait for orders. On 19 November Yanagawa’s Tenth Army set its own course for Nanjing, and when the deputy chief of the army general staff, Tada Hayao, ordered it to halt, Yanagawa did not obey. Matsui, too, wanted to take the capital. On 1 December Imperial General Headquarters gave in and authorized the attack. The violence that had already marked the advance through the Yangtze delta, including killings at Suzhou and in the towns along the way, foreshadowed what happened at Nanjing, the subject of Chapter 7.
The world watches
Shanghai was the most closely watched battle of its time. Foreign residents followed it from the roofs of the Bund hotels, and newsreels carried it into cinemas in America and Europe. The powers sent troops to guard their sectors of the Settlement: the U.S. 4th Marines were reinforced by Marines from the Philippines on 20 August, and Britain, France and Italy strengthened their garrisons. None of them intended to fight Japan.
The diplomatic reaction was strong in words and weak in action. On 21 August China signed a non-aggression pact with the Soviet Union, which soon began sending aircraft, pilots and advisers; for the next three years the Soviet Union was China’s main foreign supplier. At the end of September the League of Nations condemned the bombing of open towns in China, and on 6 October its Assembly adopted reports finding that Japan’s actions violated the Nine-Power Treaty of 1922 and the Kellogg–Briand Pact. The day before, 5 October, President Franklin D. Roosevelt had spoken in Chicago of an “epidemic of world lawlessness” and called for a “quarantine” of aggressor nations, without naming any; the reaction at home was mixed, and he did not follow it with action (see Chapter 8).
The Nine-Power Treaty powers met at Brussels from 3 to 24 November. Japan refused to attend, saying its dispute with China lay outside the treaty. On 15 November fifteen states declared that the conflict concerned all the treaty’s parties, with Italy alone dissenting, but the conference found no way to bring about peace and adjourned on 24 November without measures against Japan. By then Shanghai had fallen and Japanese columns were moving on Nanjing. Chiang’s hope that resistance at Shanghai would bring the powers in had failed. His other hope, that China would be seen to fight, had been fulfilled.
Shanghai, August–December 1937
- Sub-Lt. Ōyama Isao and Seaman Saitō Yozō killed at Hongqiao aerodrome.
- Chinese 87th and 88th Divisions move toward Shanghai; Japanese warships gather on the Huangpu; consuls fail to arrange a pullback.
- Fighting begins in Zhabei; Japanese ships open fire at about 1600.
- Chinese proclamation of self-defense; Chinese bombs aimed at Izumo fall on Nanjing Road and outside the Great World (Bloody Saturday); Gao Zhihang’s fighters down Japanese bombers over Jianqiao.
- Shanghai Expeditionary Force formed under Matsui Iwane; Japanese naval bombers begin raids on Nanjing.
- 36th Division attacks toward the Huishan docks; Japanese naval garrison reaches about 6,300.
- Anti-aircraft shell kills Seaman Freddie Falgout aboard USS Augusta.
- Sino-Soviet Non-Aggression Pact signed.
- Japanese 3rd and 11th Divisions land at Wusong and Chuanshakou.
- Japan declares a blockade of the Chinese coast; British ambassador Knatchbull-Hugessen wounded by a Japanese aircraft.
- Japanese bombing of South Station; H. S. Wong photographs the crying baby.
- Baoshan falls; Yao Ziqing and most of his battalion killed.
- Tokyo orders the 9th, 13th and 101st Divisions to Shanghai.
- Luodian falls after weeks of fighting.
- Life publishes Wong’s photograph (4 Oct); Roosevelt’s Quarantine Speech (5 Oct); League of Nations Assembly finds Japan in breach of treaties (6 Oct).
- Dachang falls; Chinese withdraw from Zhabei; Xie Jinyuan’s battalion enters the Sihang Warehouse.
- Flag raised over the warehouse (29 Oct); defenders withdraw into the Settlement on the night of 30–31 Oct.
- Brussels Conference opens.
- Japanese Tenth Army lands at Jinshanwei on Hangzhou Bay.
- Chiang orders a general retreat.
- Nantao falls; the battle for Shanghai ends.
- Japanese 16th Division lands at Baimaokou.
- Wufu line broken; Suzhou taken; Yanagawa ignores an order to halt.
- Brussels Conference adjourns (24 Nov); Xicheng line overrun (about 26 Nov).
- Imperial General Headquarters authorizes the attack on Nanjing.
- Nanjing falls.
People
Chiang Kai-shek (1887–1975), chairman of the Military Affairs Commission and leader of the Nationalist government, made the decision to fight at Shanghai and kept his best divisions there long after the first attack failed. Historians still argue whether the battle was a strategic success that won China time and sympathy, or a costly error that destroyed the army he would need later.
Zhang Zhizhong (1890–1969) commanded the Nanjing–Shanghai Garrison and the 9th Group Army and led the opening attacks. He had argued for a pre-emptive strike and was later criticized by Chiang for the failure to take the Japanese enclave in the first week. He went over to the Communists in 1949.
Alexander von Falkenhausen (1878–1966), chief German military adviser in China from 1934 to 1938, helped train the divisions that fought at Shanghai and advised Chiang throughout the battle. Recalled by Berlin in 1938, he became military governor of occupied Belgium from 1940 to 1944, was arrested after the July 1944 plot against Hitler, and was convicted by a Belgian court in 1951.
Matsui Iwane (1878–1948) commanded the Shanghai Expeditionary Force and from November the Central China Area Army. He pressed for the advance on Nanjing. The International Military Tribunal for the Far East convicted him for failing to prevent the atrocities at Nanjing, and he was hanged in December 1948.
Yanagawa Heisuke (1879–1945), recalled from retirement to lead the Tenth Army, made the Hangzhou Bay landing that broke the Chinese line and then drove on toward Nanjing in defiance of orders to halt. He later served as minister of justice in 1940–41.
Hasegawa Kiyoshi (1883–1970), commander of the Third Fleet, directed the naval landing force in the city and the naval air campaign from the Izumo.
Xie Jinyuan (1905–1941), born in Jiaoling County, Guangdong, and a graduate of the Whampoa Military Academy, commanded the defense of the Sihang Warehouse and led the “Lone Battalion” in internment until he was murdered in April 1941. Yang Ruifu commanded the battalion under him. Yang Huimin, the Girl Guide who carried the flag, became a national heroine and later moved to Taiwan.
H. S. “Newsreel” Wong (Wong Hai-sheng), a Hearst newsreel cameraman, took the photograph of the baby at South Station on 28 August 1937. Gao Zhihang (1907–1937), commander of the 4th Pursuit Group, led the interception over Jianqiao on 14 August and was killed in a Japanese air raid in November 1937.
Losses and uncertainty
Nobody knows how many people died at Shanghai. For the Chinese army the figures depend on which report is used and what it counts. A Chinese report to the War Council dated 5 November 1937, a week before the end of the battle, gave 187,200 killed and wounded. Later Chinese military estimates went as high as about 300,000. Harmsen concludes that Chinese estimates range from about 187,000 to 300,000 and that no conclusive figure exists. Many Chinese and Western summaries give “more than 250,000.” What is clear is that the losses fell heavily on the trained core of the army: accounts of Falkenhausen’s mission, including Harmsen’s, say that about a third of Chiang’s best German-trained troops were lost, along with many trained junior officers who could not easily be replaced.
Japan’s figures are better documented but not consistent. The official war history, the Senshi sōsho volume on army operations in the China Incident, gives cumulative casualties of 40,672 by 8 November: 9,115 killed and 31,257 wounded. A Chinese analysis of those tables, published by The Paper (Pengpai), points out internal errors; the reported number of dead even falls between 14 and 23 October. Matsui’s diary records 10,076 killed and 31,866 wounded in a staff summary used in November, and in February 1938 he wrote of about 24,000 dead for both of his armies, a figure that includes the advance to Nanjing. The same analysis estimates total Japanese casualties at Shanghai at about 90,000. A 2017 Western estimate, cited in Wikipedia’s article on the battle, counts about 18,800 Japanese dead, including deaths from disease. The chart below shows the official cumulative figures.
Japanese casualties at Shanghai, official cumulative count, 1937
Killed and wounded, Shanghai Expeditionary Force, as recorded in the Japanese official war history
Civilian deaths were never counted. They include the victims of Bloody Saturday, put at roughly 1,200 to 2,000 killed; the dead of South Station, about 200 by Life‘s count; the people killed by shelling and fire in Zhabei, Hongkou and Nantao; and the uncounted dead of the towns and villages of the Yangtze delta. Hundreds of thousands of people fled into the International Settlement and the French Concession, and many more fled inland. The estimates of the forces engaged vary too: Chinese sources speak of about 700,000 to 750,000 Chinese soldiers committed over three months, and Japanese strength reached roughly 250,000 to 300,000 by November.
| Formation | Commander | Landed | Where |
|---|---|---|---|
| Shanghai Special Naval Landing Force (navy) | RAdm. Ōkawachi Denshichi | In the city; reinforced 18–19 Aug | Hongkou, Zhabei, Yangshupu |
| 3rd Division | Lt. Gen. Fujita Susumu | 23 Aug | Wusong |
| 11th Division | Lt. Gen. Yamamuro Sōbu | 23 Aug | Chuanshakou, Baoshan County |
| Shigeto Detachment (from Taiwan) | Maj. Gen. Shigeto Chiaki | September | North of the city |
| 101st Division | Lt. Gen. Itō Masaki | 22 Sep | Wusong area |
| 9th Division | Lt. Gen. Yoshizumi Ryōsuke | 27 Sep | Wusong area |
| 13th Division | Lt. Gen. Ogisu Ryūhei | 1 Oct | Wusong area |
| Tenth Army: 6th, 18th and 114th Divisions, Kunisaki Detachment | Lt. Gen. Yanagawa Heisuke (Tani Hisao, Ushijima Sadao, Suematsu Shigeharu) | 5 Nov | Jinshanwei, Hangzhou Bay |
| 16th Division | Lt. Gen. Nakajima Kesago | 13 Nov (or 12 Nov) | Baimaokou, Yangtze |
Sources: Japanese order of battle as compiled in the Battle of Shanghai order of battle (after Japanese records); Harmsen, Shanghai 1937. Landing dates differ by a day or more between sources, and divisions often came ashore over several days. The Shanghai Expeditionary Force came under the Central China Area Army, with the Tenth Army, on 7 November 1937.
Smaller details also differ. The Sihang Warehouse defense is dated 26 October to 1 November in many Chinese accounts, counting from the night the battalion moved in to the day it was interned, and 27 to 31 October in others. The number of defenders is given as 414, about 420, 423 or 452 depending on when and how they were counted. Yao Ziqing’s rank appears as major in Chinese sources and lieutenant colonel in some English ones, and the fall of Baoshan as 6 or 7 September. Where the record conflicts, this chapter gives both versions.
Questions readers ask
Why did Chiang fight at Shanghai instead of in the north?
The sources point to several reasons: the delta’s creeks and paddy fields favored a defender against Japanese tanks and trucks; a battle beside the International Settlement would be seen by the whole world and might bring foreign pressure on Japan; and the lower Yangtze was Chiang’s own political and military base, where a stand would show that the national government itself was fighting. His garrison commander, Zhang Zhizhong, also believed the small Japanese naval garrison could be destroyed quickly. It could not, and the battle turned into a three-month war of attrition.
Were there really 800 heroes at the Sihang Warehouse?
No. Xie Jinyuan’s battalion numbered about 420 men when it entered the warehouse. The figure of 800 was announced to make the force seem stronger, and it stuck. The 2020 Chinese film The Eight Hundred keeps the popular name. About 377 defenders reached the International Settlement when they withdrew on the night of 30–31 October.
Who bombed the International Settlement on Bloody Saturday?
Chinese aircraft, by mistake. On 14 August 1937 Chinese bombers attacking the Japanese flagship Izumo dropped bombs that fell on Nanjing Road beside the Cathay and Palace Hotels and outside the Great World amusement center. Poor visibility, inexperienced crews and damaged aircraft are the usual explanations. Some Japanese and later writers have suggested the Settlement was hit deliberately to draw in the foreign powers, but no evidence supports that. The U.S. consul general reported the same day that Chinese planes were not respecting the Settlement.
Is the photograph of the crying baby real?
Most historians accept it. H. S. Wong took it at Shanghai South Station after a Japanese air raid on 28 August 1937, and he also filmed the scene. Japanese officials called it a fake at the time, and two Japanese writers argued in 1999 that it was staged. Wong’s footage and other eyewitness accounts support it, although some argue about whether figures were moved before he took the picture. It ran in Life on 4 October 1937, when the magazine estimated it had been seen by 136 million people.
How many people died at Shanghai?
Chinese military losses are estimated at 187,000 to 300,000 killed and wounded. Japan’s official history counts 40,672 killed and wounded by 8 November, including 9,115 dead, though other Japanese records and later historians give higher figures. Civilian deaths were never counted, but they ran to many thousands.
Did German officers fight at Shanghai?
German advisers served on Chinese staffs and at the front in Chinese uniform, and Falkenhausen wrote that he sent them wherever they were needed, often to the front line. They were advisers rather than combat commanders. Nazi Germany, already aligned with Japan, recalled the mission in 1938.
How it connects
Shanghai grew out of the July crisis in the north. The shots at Wanping (Chapter 3), the failed talks and ultimatums of Chapter 4, and the fall of Beiping and Tianjin in Chapter 5 convinced Chiang that local settlements would no longer hold. The Japanese navy’s interest in central China, and the memory of the 1932 fighting described in Chapter 1, made Shanghai the place where the two sides met in strength.
The road from Shanghai led straight to the Chinese capital. The retreat through the Wufu and Xicheng lines, Yanagawa’s defiance of the order to halt, and the decision of 1 December brought the Japanese armies to the walls of Nanjing, told in Chapter 7: Nanjing, December 1937. The American reaction, from the Augusta shell and the Quarantine Speech to the sinking of the gunboat USS Panay above Nanjing on 12 December, is the subject of Chapter 8, and it runs on to the Pearl Harbor collection. The memorials at the Sihang Warehouse and elsewhere return in Chapter 9.
What happened afterward
Shanghai’s foreign enclaves survived as an island in Japanese-occupied territory, the gudao or “lone island,” for four more years. Refugees crowded into the International Settlement and the French Concession, and the city remained a center of trade, journalism, resistance and collaboration. Japan installed puppet authorities in the Chinese districts. On 8 December 1941, the same day as the Pearl Harbor attack by the Asian calendar, Japanese troops occupied the International Settlement and sank the British gunboat HMS Peterel in the Huangpu; the American gunboat Wake was captured. The French Concession, under Vichy rule, was left alone until 1943.
For China, the loss of the German-trained divisions changed the war. After Nanjing fell, Chiang moved his government up the Yangtze to Wuhan and then to Chongqing, traded space for time, and fought a long defensive war in the interior. Historians still debate the balance of the Shanghai campaign. Rana Mitter argues that it showed the world, and the Chinese people, that China would fight, and that resistance on that scale helped make an early Japanese victory impossible. Critics, then and since, have argued that Chiang stayed too long, lost the army he needed for the defense of Nanjing, and turned a retreat into a rout. Both judgments contain truth.
For Japan, Shanghai ended the idea of a short, limited war. The army had committed more than a dozen divisions to China by the end of 1937, and the government of Konoe Fumimaro announced in January 1938 that it would no longer deal with Chiang’s government. The war that had begun at a bridge outside Beiping would last eight years.
Walking the ground today
Start at the Sihang Warehouse on Guangfu Road, on the north bank of Suzhou Creek at the Xizang Road Bridge, the old New Lese Bridge. The building was named a protected cultural site in the 1980s and again by the city in 2014, and in 2019 it was listed as a major historical site protected at the national level. The Sihang Warehouse Battle Memorial, opened on 13 August 2015, occupies the western half of the building. Its windowless west wall has been restored with the shell holes left visible. From the south bank of the creek you can stand where the crowds watched in October 1937.

On the Bund, the former Cathay Hotel, now the Fairmont Peace Hotel, and the former Palace Hotel across Nanjing Road still face each other at the corner where the first bombs fell on 14 August. A short walk west along Yan’an Road, once Avenue Edward VII, brings you to the Great World at the Xizang Road corner, restored and reopened as an entertainment and cultural center. In Hongkou, the former Japanese naval landing force headquarters still stands at the corner of North Sichuan Road and Dongjiangwan Road.
North of the city, in Baoshan District, the Shanghai Songhu Battle Memorial Hall in Linjiang Park, near where the Huangpu meets the Yangtze at Wusong, tells the story of both the 1932 and 1937 battles. The Japanese landing beaches of 23 August lie along this shore. To the southwest, at Jinshanwei on Hangzhou Bay, a memorial site marks the Tenth Army’s landing of 5 November. Xie Jinyuan’s grave, moved in 1983, is in the international cemetery of the Song Qingling Mausoleum in Changning District.
Check opening hours and booking rules before you go; the Sihang Warehouse memorial has required advance reservations at times.
Sources and further reading
- Peter Harmsen, Shanghai 1937: Stalingrad on the Yangtze (Casemate, 2013) and Nanjing 1937: Battle for a Doomed City (Casemate, 2015); Harmsen’s research blog, shanghai1937.com, including “The First American Casualty of World War II” and “Japan’s Impregnable Fortress.”
- Rana Mitter, Forgotten Ally: China’s World War II, 1937–1945 (Houghton Mifflin Harcourt, 2013; UK title China’s War with Japan 1937–1945).
- Hans van de Ven, China at War: Triumph and Tragedy in the Emergence of the New China (Harvard University Press, 2018).
- Mark Peattie, Edward Drea and Hans van de Ven, eds., The Battle for China: Essays on the Military History of the Sino-Japanese War of 1937–1945 (Stanford University Press, 2011).
- Jay Taylor, The Generalissimo: Chiang Kai-shek and the Struggle for Modern China (Harvard University Press, 2009); Parks M. Coble, Facing Japan: Chinese Politics and Japanese Imperialism, 1931–1937 (Harvard, 1991).
- Marcia R. Ristaino, The Jacquinot Safe Zone: Wartime Refugees in Shanghai (Stanford University Press, 2008).
- Foreign Relations of the United States, 1937, vol. III, The Far East: Consul General Gauss to the Secretary of State, 14 August 1937 (doc. 453).
- Naval History and Heritage Command, “Seaman First Class Freddie Falgout: First Military Casualty of World War II”; NHHC photographs NH 78376 and NH 77792.
- University of Bristol, Historical Photographs of China: “People outside the bomb-damaged Great World Entertainment Centre, Shanghai, August 1937” (Hutchinson Family collection) and related images of 14 August 1937.
- Life, “The Camera Overseas: 136,000,000 People See This Picture of Shanghai’s South Station,” vol. 3, no. 14 (4 October 1937), pp. 102–103; Wikipedia, “Bloody Saturday (photograph)”; Military History Now, “The Shanghai Baby” (2016).
- The Paper (Pengpai), analysis of Japanese casualty records for the Shanghai campaign, citing Senshi sōsho: Shina jihen rikugun sakusen, vol. 1, and the diaries of Matsui Iwane and Iinuma Mamoru; The Paper, article on the Sihang Warehouse defense (2020).
- The China Project, “Xie Jinyuan and his 800 heroes” (14 September 2020); Wikipedia, “Defense of Sihang Warehouse,” “Xie Jinyuan,” “Battle of Shanghai” and “Battle of Shanghai order of battle”; Chinese Wikipedia, “Yao Ziqing.”
- War History Online/Weapons and Warfare, “German Advisors at Shanghai 1937” (after Harmsen); Wikipedia, “Alexander von Falkenhausen,” “Japanese cruiser Izumo,” “Heisuke Yanagawa” and “Nine Power Treaty Conference.”
- Franklin D. Roosevelt, “Quarantine Speech,” Chicago, 5 October 1937 (Miller Center, University of Virginia; FDR Presidential Library). WW2DB, daily chronology for 14 August, 19 November and 26 November 1937.
Photographs: U.S. Naval History and Heritage Command (public domain); Japanese and Chinese photographs of 1937 via Wikimedia Commons (public domain); the Sihang Warehouse west wall, 2025, by 4084470 0.smil (CC BY 4.0).




Leave a Reply