Russian battleship Oslyabya Oslyabya ( ) was the second of the three pre - dreadnought battleship s built for the Imperial Russian Navy at the end of the nineteenth century , although construction delays meant that she was the last to be completed . The ship was part of the Second Pacific Squadron sent to the Far East during the Russo - Japanese War of 1904 – 05 , serving as the flagship of Rear Admiral Baron Dmitry von Fölkersam . " Oslyabya " was sunk on 27 May 1905 at the Battle of Tsushima , and has the inauspicious distinction of being history ' s first all - steel battleship to be sunk by naval gunfire alone . Sources differ on the exact number of losses , but over half her crew was lost with the ship . Design and description . The design of the " Peresvet " class was inspired by the British second - class battleships of the . The British ships were intended to defeat commerce - raiding armored cruiser s like the Russian ships and and the " Peresvet " class were designed to support their armored cruisers . This role placed a premium on high speed and long range at the expense of heavy armament and armor . " Oslyabya " was long overall , had a beam of and a draft of . Designed to displace , she was almost overweight and displaced . Her crew consisted of 27 officers and 744 enlisted men . The ship was powered by three vertical triple - expansion steam engines using steam generated by 30 Belleville boiler s . The engines were rated at , using forced draught , and designed to reach a top speed of . " Oslyabya " , however , reached a top speed of from during her sea trials in September 1902 . She carried a maximum of of coal which allowed her to steam for at a speed of . The ship ' s main battery consisted of four guns mounted in two twin - gun turret s , one forward and one aft of the superstructure . The secondary armament consisted of eleven Canet quick - firing ( QF ) gun s , mounted in casemate s on the sides of the hull and in the bow , underneath the forecastle . A number of smaller guns were carried for defence against torpedo boat s . These included twenty QF guns , twenty Hotchkiss gun s and eight guns . She was also armed with five torpedo tube s , three above water and two submerged . The ship carried 45 mines to be used to protect her anchorage . " Oslyabya " s waterline armor belt consisted of Harvey armor and was thick . The Krupp cemented armor of her gun turrets had a maximum thickness of and her deck ranged from in thickness . Career . " Oslyabya " , named for Rodion Oslyabya , a 14th century monk of the Troitse - Sergiyeva Lavra and a hero of the Battle of Kulikovo in 1380 , was laid down on 21 November 1895 by the New Admiralty Shipyard in Saint Petersburg and launched on 8 November 1898 . Problems at the New Admiralty Shipyard seriously delayed her completion until 1903 at the cost of 11 , 340 , 000 rubles . The ship sailed for Port Arthur on 7 August 1903 , but " Oslyabya " ran aground in the Strait of Gibraltar on 21 August and was under repair until November at La Spezia , Italy . The ship was in the Red Sea when the Russo - Japanese War began in February 1904 and she was recalled to join the Baltic Fleet . " Oslyabya " was fitted with Barr & Stroud rangefinders , telescopic gun sight s and Telefunken radio equipment when she arrived back in Saint Petersburg . On 15 October 1904 , she set sail for Port Arthur from Libau as von Fölkersams flagship along with the other vessels of the Second Pacific Squadron , under the overall command of Vice Admiral Zinovy Rozhestvensky . En route to Denmark , the battleship was slightly damaged when the destroyer accidentally collided with her . When his ships reached the port of Tangier , Morocco , on 28 October , Rozhestvensky ordered his older battleships , under the command of Dmitry von Fölkersam , to go through the Mediterranean and Red Sea to rendezvous with his main force in Madagascar . Rozhestvensky led his squadron , including " Oslyabya " , down the Atlantic coast of Africa , rounding Cape Horn , and reached the island of Nosy Be off the north - west coast of Madagascar on 9 January 1905 where they remained for two months while Rozhestvensky finalized his coaling arrangements . The combined squadron sailed for Camranh Bay , French Indochina , on 16 March and reached it on almost a month later to await the obsolete ships of the 3rd Pacific Squadron , commanded by Rear Admiral Nikolai Nebogatov . The latter ships reached Camranh Bay on 9 May and the combined force sailed for Vladivostok on 14 May . Rozhestvensky reorganized his ships into three divisions ; the first consisted of the four new s commanded by himself , von Fölkersam commanded the second division that consisted of the battleships " Oslyabya " , , and the armored cruiser , and Nebogatov retained his ships as the third division . Von Fölkersam , ill with cancer , died on 26 May and Rozhestvensky decided not to inform the fleet in order to keep morale up . " Oslyabya " s Captain 1st Rank Vladimir Ber became the commander of the 2nd Division while Nebogatov had no idea that he was now the squadron ' s defacto second - in - command . During the Battle of Tsushima on 28 May , " Oslyabya " led the Second Division of the squadron and was initially the target of two battleships and a pair of armored cruisers when the Japanese opened fire at 14 : 10 . Almost immediately , they began inflicting damage , knocking out the rangefinder , wounding the gunnery officer and severing the cables connecting the guns to the Geisler fire - control system . Other hits shot away the mainmast and knocked out the forward gun turret as well as three of her port 6 - inch guns . Splinters from one of the many hits entered her conning tower , killing the quartermaster and wounding most of the men inside . This caused the ship to fall out of line to starboard and she was engaged by six Japanese cruisers at short range . More serious were a number of large - caliber shells that struck along the ship ' s waterline beginning about 15 minutes into the engagement that caused major flooding ; they opened up enough of the ship ' s bow to the sea that her forward motion forced more and more water into her hull and she began listing to port . Flooding of her starboard forward magazine was ordered in an attempt to counteract the list , but it just added more weight forward and destroyed the ship ' s stability . " Oslyabya " rolled over to port until her funnels touched the water around 15 : 15 and Captain Ber ordered " abandon ship " . The ship sank a few minutes later , with her starboard propeller still turning , taking Captain Ber and 470 of her crew with her .