The Japanese occupation of the Philippines occurred between 1942 and 1945, when Imperial Japan occupied the Commonwealth of the Philippines during World War II.

The invasion of the Philippines started on 8 December 1941, ten hours after the attack on Pearl Harbor. As at Pearl Harbor, American aircraft were severely damaged in the initial Japanese attack. Lacking air cover, the American Asiatic Fleet in the Philippines withdrew to Java on 12 December 1941. General Douglas MacArthur was ordered out, leaving his men at Corregidor on the night of 11 March 1942 for Australia, 4,000 km away. The 76,000 starving and sick American and Filipino defenders in Bataan surrendered on 9 April 1942, and were forced to endure the infamous Bataan Death March on which 7,000–10,000 died or were murdered. The 13,000 survivors on Corregidor surrendered on 6 May.

Japan occupied the Philippines for over three years, until the surrender of Japan. A highly effective guerrilla campaign by Philippine resistance forces controlled sixty percent of the islands, mostly forested and mountainous areas. The Filipino population remained generally loyal to the United States, partly because of the American guarantee of independence, because of the Japanese mistreatment of Filipinos after the surrender, and because the Japanese had pressed large numbers of Filipinos into work details and put young Filipino women into brothels.