2 Armies: Right Flank Army(29th and 33rd Army Groups), Left Flank Army (11th Army Group), 4 other Army Groups: 31st, 21st, 2nd, and 22nd Army Groups, and a River Defense Force.
100,000 troops in 3 divisions: 3rd, 13th and 16th and the 4th Cavalry
Near the end of April, 1939, to secure their gains after the Battle of Wuhan, 4 divisions from the IJA launched two simultaneous attacks on the cities of Suizhou and Zaoyang, along the Xiangyang-Huayuan Highway and Jingshan-Zhongxiang Highway respectively. The bulk of the NRA 5th Military Region was defending the area. In early May the armies clashed along the roads, but the NRA was forced to retreat on 7 May1939. Suizhou and Zaoyang both fell on the same day. On the 8th the Japanese force advanded further south, and the commander-in-chief of the 5th Theatre, Li Zongren, deployed two army groups, the 31st Army Group from the 5th Theatre, and the 2nd Army Group from the 1st Theatre, to attack the IJA army from the rear. A full-scale assault was launched on the 15th, and after 3 days of intense fighting the IJA began to retreat. On the 19th Zaoyang was retaken; Suixian was retaken 23 May. The IJA failed to achieve its objective and the battle ended in Chinese victory, with Chinese casualties of 9,000, and Japanese casualties of 13,000. This is one of the only battles where the Chinese won and suffered less casualties than the Japanese.