After the Imperial Japanese Navy's surprise attack at Port Arthur on 9 February 1904, Admiral Makarov was sent to command the Imperial Russian Navy's battle fleet stationed there on 24 February, establishing the battleship Petropavlovsk as his flagship.
His leadership differed greatly from any other Russian naval officer during this war, offering diversity, aggression, and an ability to "inspire confidence in his subordinates".

Upon his assumption of command in early 1904, Makarov greatly increased the activity in the Russian squadrons, as well as the general defense of Port Arthur.
Until then the Russian fleet had generally done nothing but exist, as a fleet in being.
Under Makarov's leadership, "Russian squadrons put to sea nearly every day, constantly on the move, and ensuring that it was never taken by surprise outside the protection of Port Arthur's" shore batteries.

Unlike his predecessors, Makarov sought engagements with the Japanese, and kept his vessels in an order of battle in the roadstead of Port Arthur.
When Japanese cruisers bombarded Port Arthur from the Yellow Sea in March, his cruisers returned fire with such intensity that the Japanese ships were forced to withdraw.
That same month the Japanese Navy tried to seal the port's entrance by sinking a number of old steamships as blockships in the harbor's channel.
Russian cruisers assigned to protect the entrance pursued the escorting Japanese warships and quickly put them to flight.

On 13 April 1904 the Russian destroyer Strasny returning from patrol, tried to re-enter the mouth of the Port Arthur but was intercepted by Japanese destroyers.
An engagement began between the opposing destroyers, and when observed by Makarov he immediately sent the cruiser Bayan to assist Strasny, while he led three battleships, four cruisers, and a group of destroyers into the Yellow Sea to seek battle with the surrounding enemy warships.

The Japanese warships withdrew with Makarov in pursuit.
With the arrival of enemy heavy units upon the scene, Makarov, now exceeding his gunfire support range from shore, turned about and headed back to Port Arthur; the Japanese fleet did not pursue.
As Petropavlovsk moved closer to the harbour's entrance, she detonated a Japanese mine.
Secondary explosions followed quickly in succession and Petropavlovsk sank, taking Admiral Makarov with her.

The admiral's remains and those of five of his officers were recovered from the wreck of Petropavlovsk by Japanese salvage teams, and in 1913, as a gesture of good will, the officers and crew of the Japanese cruiser Akitsushima presided over the funeral for the admiral in the military cemetery of Port Arthur.
After the Imperial Japanese Navy's surprise attack at Port Arthur on 9 February 1904, Admiral Makarov was sent to command the Imperial Russian Navy's battle fleet stationed there on 24 February, establishing the battleship Petropavlovsk as his flagship. His leadership differed greatly from any other Russian naval officer during this war, offering diversity, aggression, and an ability to "inspire confidence in his subordinates".
Upon his assumption of command in early 1904, Makarov greatly increased the activity in the Russian squadrons, as well as the general defense of Port Arthur. Until then the Russian fleet had generally done nothing but exist, as a fleet in being. Under Makarov's leadership, "Russian squadrons put to sea nearly every day, constantly on the move, and ensuring that it was never taken by surprise outside the protection of Port Arthur's" shore batteries.
Unlike his predecessors, Makarov sought engagements with the Japanese, and kept his vessels in an order of battle in the roadstead of Port Arthur. When Japanese cruisers bombarded Port Arthur from the Yellow Sea in March, his cruisers returned fire with such intensity that the Japanese ships were forced to withdraw. That same month the Japanese Navy tried to seal the port's entrance by sinking a number of old steamships as blockships in the harbor's channel. Russian cruisers assigned to protect the entrance pursued the escorting Japanese warships and quickly put them to flight.
On 13 April 1904 the Russian destroyer Strasny returning from patrol, tried to re-enter the mouth of the Port Arthur but was intercepted by Japanese destroyers. An engagement began between the opposing destroyers, and when observed by Makarov he immediately sent the cruiser Bayan to assist Strasny, while he led three battleships, four cruisers, and a group of destroyers into the Yellow Sea to seek battle with the surrounding enemy warships.
The Japanese warships withdrew with Makarov in pursuit. With the arrival of enemy heavy units upon the scene, Makarov, now exceeding his gunfire support range from shore, turned about and headed back to Port Arthur; the Japanese fleet did not pursue. As Petropavlovsk moved closer to the harbour's entrance, she detonated a Japanese mine. Secondary explosions followed quickly in succession and Petropavlovsk sank, taking Admiral Makarov with her.
The admiral's remains and those of five of his officers were recovered from the wreck of Petropavlovsk by Japanese salvage teams, and in 1913, as a gesture of good will, the officers and crew of the Japanese cruiser Akitsushima presided over the funeral for the admiral in the military cemetery of Port Arthur.
Stepan Makarov