Woleai (Woleaian: Weleya[1]), also known as Oleai,[2] is a coral atoll of 22 islands in the western Caroline Islands in the Pacific Ocean, forming a legislative district in the Yap State in the Federated States of Micronesia, and located approximately 57 kilometers (35 mi; 31 nmi) west-northwest of Ifalik and 108 kilometers (67 mi; 58 nmi) northeast of Eauripik.

In 1914, in the early weeks of World War I, the Empire of Japan seized German possessions in the Pacific, including Woleai.

In 1944, as Allied forces closed in on the Mariana Islands during World War II, a contingent of 6,426 troops from the Imperial Japanese Army's 50th Independent Mixed Brigade and the Imperial Japanese Navy's 44th Base Guard Unit and 216th Base Construction Unit heavily fortified Woleai.

They also constructed a seaplane anchorage off the southwest corner of Woleai Islet and established a weather station on Mariaon island to the west.

Allied aircraft bombed the atoll and its military facilities on numerous occasions until the middle of 1945, driving its defenders underground and isolating them from supplies or reinforcements.

By the surrender of Japan on September 2, 1945, only 1,650 survivors remained of the initial 6,426-strong Japanese garrison, the rest having perished largely because of starvation and disease rather than directly in Allied air raids.