The Battle of Yan Province was a battle for control of the region between Cao Cao and Lü Bu in 194 A.D.


Cao Cao's father had just been murdered by men under the command of Tao Qian in Xu Province. In response, Cao Cao had tried to kill Tao Qian but was unsuccessful when Tao Qian took refuge within Tan city. Cao Cao had returned to Yan Province to prepare for a proper siege of Xu Province and again led his troops east to Xu.

Before departing, Cao Cao gave refuge to an old friend Zhang Miao. Zhang Miao was an old friend of both Cao Cao and Yuan Shao, so he did not hesitate to offer him a position in Chenliu prefecture. Additionally, Zhang Miao was the only lord to send support a few years earlier when Cao Cao attempted to pursue Dong Zhuo as he fled Luoyang.

Zhang Miao had fled from Yuan Shao because he had called Yuan Shao out for his arrogant behaviour. Yuan Shao wrote to Cao Cao demanding he kill Zhang Miao for insulting him. Cao Cao refused saying: "Mengzhuo [Zhang Miao] is my close friend. Right or wrong, we should show him tolerance. Now, while the empire is still not settled, how can we cause danger to one another?"

Lü Bu, at the time, had just been cast out by Yuan Shao and had no base of operations so was looking for new territory. Zhang Miao offered Lü Bu a place to stay, which further enraged Yuan Shao and left Zhang Miao concerned over whether Cao Cao would eventually cave to Yuan Shao and have him killed.

Chen Gong Sows DiscordEdit

At the time, Cao Cao had ordered Chen Gong to camp in the Dong prefecture, but Chen Gong felt unsure of his position so secretly made an alliance with Lü Bu and invited him to take over as Governor of Yan Province.

Chen Gong knew Zhang Miao felt unsure of his safety so he attempted to persuade him to rebel, saying: "The empire is divided and fallen, and the brave men rise up together. With the forces of a thousand li you occupy a land which is open on four sides to war. You hold your sword and you look around proudly, and you are good enough to be a leader of men. Yet you prefer to take your orders from another. Isn't that mean-spirited?"

Chen Gong then said: "Now the provincial army is away fighting in the east and this area is empty. Lü Bu is a strong soldier and a superb fighting man. Call him in for a while, govern Yan province together, watch the situation of the empire and wait for the changes of circumstance. Now is the ideal time for such a strategic move." Zhang Miao agreed and so the stage was set for a rebellion in Yan Province.

The BattleEdit

Cao Cao left Major Xun Yu and the Prefect of Shouzhang Cheng Yu to guard Juancheng and Xiahou Dun to guard Puyang, the capital of the Dong prefecture, and took the rest of his forces to attack Xu province once more. Cao Cao seized the north of Xu and defeated Liu Bei just east of Tan city before preparing to finish Tao Qian.

With Yan province undermanned, the time had come for Lü Bu to attempt to seize it.

Zhang Miao sent his follower Liu Yu to inform Xun Yu that he had enlisted Lü Bu's aid in capturing Xu province, so he should prepare supplies for his army. The officials were confused and suspicious over this news, and Xun Yu realised that Zhang Miao intended to rebel.

Xun Yu immediately readied the men within Juancheng and sent an urgent message to Xiahou Dun in Puyang recalling him to Juancheng. However, as soon as Xiahou Dun left Puyang it was immediately seized by Lü Bu and his forces. Xiahou Dun brought his forces to Juancheng and he quickly executed several dozen men who were in collusion with Chen Gong and Zhang Miao.

Guo Gong, Inspector of Yu Province, brought several tens of thousands of men to the walls of Juancheng in an effort to assess the situation. It was feared that Guo Gong was in league with Lü Bu, so the people were terrified. And when he asked to see Xun Yu, they all suspected it to be a trap. Xiahou Dun said to Xun Yu: "You are the safeguard for the whole province. If you go you will certainly be in danger. You must not do it."

However, Xun Yu replied: "Guo Gong knows almost nothing about Zhang Miao's party, for they have had little to do with each other in the past. He has only recently arrived, and he certainly has not made up his mind what he is going to do. If we talk with him while he is still undecided, then even if we cannot get him to join us, we may at least persuade him to stay neutral. If, on the other hand, we appear to distrust him he will certainly become angry and will decide against us."

Thus, Xun Yu went and casually talked with Guo Gong outside the city. Guo Gong saw Xun Yu was quite unafraid so he dismissed any ideas of attacking Juancheng and left with his force, thus disaster was averted.

Rebellion in Yan ProvinceEdit

Although Xun Yu and Xiahou Dun had settled Juancheng, Zhang Miao and Chen Gong had been in correspondence with numerous lords within Yan Province. As a result, all the prefectures and counties had rebelled against Cao Cao. Only Juancheng, Fan and Dong'a remained loyal to Cao Cao. Deserters from Lü Bu's army had already informed them that Chen Gong was colluding with Lü Bu, so the people knew that Chen Gong would soon march south across the Yellow River and capture the holdout cities.

Cheng Yu was originally from Dong'a, so Xun Yu decided to send him to bolster support in the northern cities, saying: "The whole province has rebelled and only these three cities remain. Chen Gong and his fellows will attack them with a strong force. Unless we have something to bolster their confidence, all three will certainly change sides. The people look up to you. Go and encourage them." And so Cheng Yu departed.

As Cheng Yu headed north, he visited Fan and spoke with the Prefect Jin Yun, saying: "I have heard that Lü Bu holds your mother and your younger brother, your wife and your children. As a filial son, how can you bear this? But the empire is now in great disorder, and brave men rise up against one another. It is the way of a wise man to judge and choose the leader who can truly take control and end the disorder. He who finds his true lord will prosper, but the man who makes a bad choice will die."

"Now Chen Gong has rebelled and brought in Lü Bu. All the other cities have joined him, and it may indeed seem possible that they can take over everything. If you think about it, however, what sort of a man is Lü Bu?"

"Lü Bu is a common man's hero: he is rough, he has small affection for anyone else, he is brutal and arrogant. Just for moment Chen Gong and his fellows are obliged to be friendly with him, but they will never accept him as their chief. Though he has many soldiers, he will come to nothing in the end. By contrast, the wisdom and strategy of Commissioner Cao are not of this world, but rather gifts from Heaven." Jin Yun was convinced and resolved to stay loyal to Cao Cao. At this time, Chen Gong had dispatched Fan Yi to capture Fan and so pretended to receive him graciously, but in reality set soldiers in ambush to kill him. Jin Yun then returned to garrison Fan.

Cheng Yu also dispatched cavalry to the Cangting Crossing, where he knew Chen Gong would have to cross if he wanted to attack Dong'a and Fan. Chen Gong arrived at the crossing to find it occupied and was forced to turn back.

Meanwhile, Lü Bu had attempted to capture Juancheng, but the success of Xiahou Dun and Xun Yu in snuffing the sparks of rebellion had made it impossible to seize. Unhappily, Lü Bu retreated west to camp at Puyang.

Cao Cao heard news of the rebellion and immediately withdrew his forces from Xu in a hasty return. Cao Cao had suffered a major setback but he realised it could have been much worse had Lü Bu been more competent, saying: "Lü Bu obtained the province in a single day. What he should have done then was seize Dongping and cut the roads through Kangfu and Taishan, holding the passes and strategic points against me. Instead, he just stayed in camp at Puyang. Now I know he is incompetent." In essence, Lü Bu should have isolated Cao Cao in Xu by capturing the passes between Yan and Xu. An effort which could have been accomplished by Chen Gong had he not been stopped and Cangting Crossing, but could also have been accomplished by Lü Bu, had he simply skirted Juancheng to reach the eastern borders instead of retreating.

Fight Over PuyangEdit

Lü Bu had continued to occupy Puyang since its capture. He had also set up a string of outposts 40-50 li (20-25 km or 12-15 miles) west of the city. Cao Cao made a night raid on these outposts in an attempt to cut Lü Bu's lines of communication and isolate him. However, before he had time to return to his own battle lines, Lü Bu appeared leaving Cao Cao the one now isolated.

Cao Cao's forces fought desperately from dawn to dusk, but both sides were evenly matched and Cao Cao knew a prolonged fight would surely end in his defeat. Cao Cao asked for volunteers to break the enemy line and Major Dian Wei volunteered his services.

Dian Wei led a small sortie of volunteers against Lü Bu's battle line as archers and crossbowmen rained arrows and bolts upon them. Lü Bu's men charged Dian Wei, but he waited till they were close and suddenly lashed out at them. With his twin halberds, Dian Wei cut a path through Lu Bu's men and they were forced to flee.

With the sun setting, Cao Cao was finally able to make his retreat.

Within Puyang, the Tian clan changed sides and threw the eastern gate open for Cao Cao's forces who quickly stormed the city. Cao Cao set fire to the city as he passed to show he had no intention of retreat, but this quickly proved disastrous as Lü Bu's staunch defence prevented advancement, leaving Cao Cao trapping in the inferno.

Cao Cao himself was captured by Lü Bu's men, but not knowing what Cao Cao looked like, they didn't realise it. Cao Cao quickly told them that 'Cao Cao' was escaping on horse back and Lü Bu's men hurriedly left in pursuit.

Cao Cao braved the fires by the east gate and fled back to his main camp to make preparations for a followup assault.

For the next three months, the two forces were stuck in deadlock. Fighting was eventually suspended when a plague of locusts beset the area, leading to a great famine. Cao Cao withdrew his forces to Juancheng.

At this time, Yuan Shao sent a message to Cao Cao, offering to shelter his family in Ye city. Cao Cao was contemplating accepting when Cheng Yu said to him: "It appears, general, that you get flustered under pressure. How else could you contemplate such a foolish move? Yuan Shao has designs upon the empire, but he is not nearly clever enough. Could you really accept him as your leader? You have the majesty of a dragon or a tiger. Are you prepared to play the role of his Han [Xin] or Peng [Yue]? (Han Xin and Peng Yue helped establish a dynasty but were killed once their usefulness reached its end)"

"Even if Yan province is lost, you still possess three cities and at least ten thousand fine soldiers. With your military genius, and with Wenruo [Xun Yu] and me and others to gather men for your service, you may yet become hegemon. Please think again." So Cheng Yu successfully convinced Cao Cao against sending his family as hostages to Yuan Shao.

Battle of Shanyang PrefectureEdit

After the stalemate at Puyang Lü Bu left the region, presumably to find an area with fresh supplies to sustain his army, and so fled to Shengshi, a city south of Juancheng. However, Lü Bu was chased out by Li Jin and forced eastward to settle in Shanyang prefecture in the southeast of Yan Province.

Lü Bu's generals, Xue Lan and Li Feng, were garrisoned in Juye in the north of Shanyang; and so Cao Cao besieged the city. Lü Bu brought his forces to lift the siege, but was repelled by Cao Cao. As a result, Cao Cao succeeded in taking the city, executed Lü Bu's generals and men. Lü Bu withdrew south to Dongmin, where he reunited with Chen Gong and brought over 10,000 soldiers against Cao Cao.

At this time, news of Tao Qian's death had reached Cao Cao, and some of his officers suggested he take the opportunity to seize Xu. Xun Yu, however, counseled against such rash actions. He imposed upon Cao Cao the need to first remove Lü Bu and suggested he collect the harvest from the region in order to starve Lu Bu out.

Cao Cao had tasked the majority of his forces with collecting the harvest, as Xun Yu had suggested. But this left him severely undermanned, he had fewer than 1,000 men at his disposal. Cao Cao elected to post women on watch duty in order to maintain an effective watch.

When Lü Bu's forces arrived, Cao Cao hid half his small force in ambush and used the others to bait Lu Bu's men. Cao Cao's ploy worked, the ambush sprung and Cao Cao had scored a decisive victory over Lü Bu, who fled with Chen Gong into Xu Province.

Cao Cao returned his attention westwards, first capturing the city of Dingtao, then dispersing his forces to pacify the region. Zhang Miao followed Lü Bu's lead and also decided to flee. Zhang Miao decided it best he flee south to Shouchun to look to Yuan Shu for support, leaving his brother Zhang Chao to hold the rearguard in Yongqiu. However, Zhang Miao was slain by his own men on the road.

By January 195 A.D., Cao Cao broke the defences at Yongqiu and Zhang Chao quickly committed suicide. Cao Cao had Zhang Miao's clan exterminated to three degrees, thus ending the rebellions in Yan Province.


  • de Crespigny, Rafe. To Establish Peace. Vol. 1. Canberra: Faculty of Asian Studies, The Australian National University, 1996. 2 vols.