The Confederation of Shan States were a group of Shan States that conquered the Ava Kingdom in 1527 and ruled Upper Burma until 1555. The Confederation originally consisted of Mohnyin, Mogaung, Bhamo, Momeik, and Kale. It was led by Sawlon, the chief of Mohnyin. The Confederation raided Upper Burma throughout the early 16th century (1502–1527) and fought a series of war against Ava and its ally Shan State of Thibaw (Hsipaw). The Confederation finally defeated Ava in 1527, and placed Sawlon's eldest son Thohanbwa on the Ava throne. Thibaw and its tributaries Nyaungshwe and Mobye also came over to the confederation.

The enlarged Confederation extended its authority down to Prome (Pyay) in 1533 by defeating their erstwhile ally Prome Kingdom because Sawlon felt that Prome did not provide sufficient help in their war against Ava. After the Prome war, Sawlon was assassinated by his own ministers, creating a leadership vacuum. Although Sawlon's son Thohanbwa naturally tried to assume the leadership of the Confederation, he was never fully acknowledged as the first among equals by other saophas.

An incoherent confederation neglected to intervene in the first four years of Toungoo–Hanthawaddy War (1535–1541) in Lower Burma. They did not appreciate the gravity of the situation until 1539 when Toungoo defeated Hanthawaddy, and turned against its vassal Prome. The saophas finally banded together and sent in a force to relieve Prome in 1539. However, the combined force was unsuccessful in holding Prome against another Toungoo attack in 1542.

In 1543, the Burmese ministers assassinated Thohanbwa and placed Hkonmaing, the saopha of Thibaw, on the Ava throne. Mohnyin leaders, led by Sithu Kyawhtin, felt that the Ava throne was theirs. But in light of the Toungoo threat, Mohnyin leaders grudgingly agreed to Hkonmaing's leadership. The Confederation launched a major invasion of Lower Burma in 1543 but its forces were driven back. By 1544, Toungoo forces had occupied up to Pagan. The confederation would not attempt another invasion. After Hkonmaing died in 1546, his son Mobye Narapati, the saopha of Mobye, became king of Ava. The confederation's bickering resumed in full force. Sithu Kyawhtin set up a rival fiefdom in Sagaing across the river from Ava and finally drove out Mobye Narapati in 1552. The weakened Confederation proved no match for Bayinnaung's Toungoo forces. Bayinnaung captured Ava in 1555 and conquered all of Shan States in a series of military campaigns from 1556 to 1557.