Following the Battle of Liaoyang (24 August 1904 to 4 September 1904), Russian forces retreated to the river Sha Ho south of Mukden and regrouped. From 5 October 1904 to 17 October 1904, during the Battle of Shaho, the Russians unsuccessfully counter-attacked, however managed to temporarily slow the Japanese advance.
By February 1905, the manpower reserves of the Japanese army had been drained. With the arrival of General Nogi's Third Army, Japan's entire fighting strength was concentrated at Mukden. The severe casualties, bitter climate, and approach of the Russian Baltic Fleet created pressure on Marshal Oyama to effect the complete destruction of the Russian forces, rather than just another victory from which the Russians could withdraw further into Manchuria.
The Russian line to the south of Mukden was long, with little depth and with a central reserve. On the right flank, in flat ground, was the Second Manchurian Army under General Baron von Kaulbars (who had replaced the unfortunate General Oskar-Ferdinand Kazimirovich Grippenberg). In the center, holding the railway and the highway was the Third Manchurian Army under General Bildering. The hilly terrain on the east flank was held by the First Manchurian Army under General Nikolai Linevich. This flank also held two-thirds of the Russian cavalry, under General Paul von Rennenkampf. General Kuropatkin had thus disposed his forces in a purely defensive layout, from which it would be difficult to impossible to execute an offensive without opening a major gap in the lines.
On the Japanese side, the Japanese 1st Army (General Kuroki) and 4th Army (General Nozu) advanced to the east of the rail line, and the 2nd Army (General Oku) to the west. General Nogi's Third Army was kept concealed behind the 2nd Army until the start of battle. A newly formed Japanese 5th Army under General Kawamura Kageaki provided a major diversion on the Russian eastern flank. The 5th Army was much under strength, and consisted only of the 11th Division (from Port Arthur) and reservists.
General Kuropatkin was convinced that the main Japanese thrust would come from the mountainous eastern side, as the Japanese had proven themselves effective in such terrain, and the presence of the former 3rd Army veterans from the 11th Division in that area reinforced his convictions.
Field Marshal Oyama's plan was to form his 5 armies into a crescent to encircle Mukden, cutting off the possibility of Russian escape. He was explicit in his orders that combat within the city of Mukden itself was to be avoided. All during the war, the Japanese had pursued a meticulous civil affairs policy aimed at avoiding civilian casualties and keeping the Chinese populace on their side – a stark contrast with the previous First Sino-Japanese War and subsequent Second Sino-Japanese War.
The battle opened with the Japanese 5th Army attacking the left flank of the Russian forces on 20 February 1905. On 27 February 1905 the Japanese 4th Army attacked the right flank, while other Japanese forces also attacked the Russian front lines. On the same day, the Japanese 3rd Army began its movement in a wide circle northwest of Mukden.
By 1 March 1905, action on the eastern and center fronts was largely static. The Japanese had made small advances but under heavy casualties. However, by 7 March 1905, General Kuropatkin began withdrawing forces from the eastern front to counter the Japanese 3rd Army's moves on the western flank of Mukden, and was so concerned about General Nogi's movements that he decided to lead the counterattack himself. The shifting of forces from east to west was not well coordinated by the Russians, causing the 1st and 3rd Manchurian Armies to all but disintegrate into chaos. This was the chance that Field Marshal Oyama had been waiting for, and his orders to “attack” were changed to “pursue and destroy”. Luck was further with the Japanese due to the late thaw in the weather. The Hun River remained frozen, and was not an obstacle to the Japanese attack.
All but encircled and with no hope for victory, General Kuropatkin gave the order to retreat to the north at 18:45 on 9 March 1905. The Russian withdrawal was complicated by General Nozu's breach through Russian rearlines over the Hun River, and quickly turned into a rout. The panicked Russian forces abandoned their wounded, weapons and supplies in their flight north towards Tiehling.
Russian casualties amounted to 90,000. The Russians had also lost most of their combat supplies. Fearing further Japanese advances, General Kuropatkin ordered that the town of Tieling be put to the torch, and marched his remaining men 10 days further north to a new defense line at Hspingkai (modern Siping, Jilin province, China). The Japanese forces suffered 70,000 casualties.
No serious fighting on land occurred after this battle.