36 THE WAR AGAINST

ANTIOCHUS III,
191–188 BC
Paul Erdkamp

After their defeat of Macedon, the Romans had no intention of leaving armed
forces behind. Much to the surprise of the Greeks themselves, Flamininus
announced at the Isthmian Games in 196 BC the freedom of all of Greece. That
these were not mere words was confirmed when Rome withdrew all troops,
including the garrisons from the three strongholds of Corinth, Chalcis, and
Demetrias—the so-called Fetters of Greece that Macedon had used to dominate
the Greeks. Although there was widespread jubilation, some states were less than
happy with the outcome, primarily the Aetolians. Relations had begun to sour
immediately after the Battle of Cynoscephalae, when the Aetolians attempted to
claim equal credit for the victory, demanded an excessive share of the booty,
and urged the Romans to get rid of Philip; Flamininus had deliberately cut them
down to size and ignored their advice (Polyb. 18.34, 37). The Aetolian League had
clearly hoped to be rewarded with territorial gains for its alliance with Rome.
Flamininus soon made the reality clear, aware that disappointment for the Aeto-
lians would do the Roman image in Greece no harm in other quarters. The
Aetolians had predicted that the Romans would retain control of the Fetters and
so were further disappointed. The Achaean League came out rather well, increas-
ing the dismay of the Aetolian League and Nabis, king of Sparta. Rome had also
proclaimed the freedom of the Greeks in Asia, warning the Seleucid king Antiochus
III to keep his hands off the Greek cities there.
The Seleucids under Antiochus had recently expanded into the region of Syria
and western Asia Minor at the cost of the Ptolemaic kingdom. Quite naturally,
Greek dissatisfaction with Roman dominance in Greece sought a champion for
its cause, and an ally who could match the resources of Rome, in Antiochus III.
However, Antiochus avoided a direct confrontation with the Roman empire,
directing his military ambitions instead at Thrace, to which he crossed in 196
and soon brought under his control. He had been met by a Roman embassy at

The Encyclopedia of Ancient Battles, First Edition. Edited by Michael Whitby and Harry Sidebottom.
© 2017 John Wiley & Sons Ltd. Published 2017 by John Wiley & Sons Ltd.
2 The Macedonian Age and the Rise of Rome

Lysimacheia, near the neck of the Gallipoli peninsula, in 196, with the Roman
envoy Lucius Cornelius bluntly warning the king not to interfere with the auton-
omy of Greek cities, in Asia as well as in Europe, and Antiochus effectively telling
the Romans to mind their own business and avoid meddling in Seleucid affairs in
Asia. Continued Aetolian scheming and a war that broke out between Sparta and
the Achaean League caused a Roman embassy to be sent to Greece. Most seriously,
an anti-Roman faction gained control of the vital stronghold of Demetrias, and the
Aetolian League invited Antiochus III to guarantee the freedom of Greece and to
arbitrate in its conflict with Rome. These events were clear signs that the clouds of
war were gathering over Greece.
In 192 the Aetolian League attempted to bring Demetrias, Chalcis, and Sparta
under its control but only succeeded at Demetrias. Antiochus meanwhile contin-
ued his operations in Thrace. In response to developments in Greece, in the
autumn the Senate took the precaution of ordering the praetor Marcus Baebius
Tamphilus to take his 25,000 troops, which had gathered at Brundisium, across to
Apollonia. While Antiochus was campaigning in Thrace, news was brought to
him that the Aetolians had taken possession of Demetrias, which encouraged
him to accept their invitation and enter Greece. He took with him a fleet of
40 warships and 60 undecked ships, and a land force of about 10,000 infantry
and 500 cavalry, which was small compared to his resources and to what he
would need to defeat Rome. Technically, however, his move into Greece was
not an act of war. He may have believed that his move would gain him political
advantage without drawing him into a military conflict, or he may have hoped
that a swift appearance in Greece at the end of the campaigning season, and thus
long before the Romans could adequately respond, might draw wavering states in
Greece into his camp. At the end of the campaigning season of 192, Antiochus’
troops, in alliance with the Aetolians, took control of Boeotia (including Chalcis),
Euboea, and a large part of Thessaly, and meanwhile massacred a small unit of
500 Roman soldiers. This was the first real act of war against Rome committed by
the Seleucid troops. In November 192 Rome declared war on Antiochus III and
the Aetolian League, and command was given to the consul Manlius Acilius
Glabrio. The Achaean League and Philip of Macedon declared themselves faithful
allies of Rome.

Thermopylae (191)1

At the start of the campaigning season of 191, Glabrio landed in Illyria with 10,000
infantry and 400 cavalry. Soon afterward a combined Roman and Macedonian
force, which faced little resistance, started regaining control of the Thessalian cities.
Antiochus requested reinforcements from the Aetolians, but they could spare no
1
Sources: Livy 36.16–19; App. 11.18–19. Modern discussion: Grainger (2002) 243–247.
 The War against Antiochus III, 191–188 BC 3

more than 4,000 troops from the defense of their own territory. In April Antiochus,
severely outnumbered by Glabrio’s army, withdrew to Thermopylae, whose nar-
row terrain famously suited defense against a superior force.
Antiochus’ army took up camp at the eastern end of the pass. His troops
strengthened the fortifications that were already there and brought the other bar-
ricades, including a ditch and a stone wall, into good order. Since the pass was very
narrow—according to Livy, possibly relying on Polybius, it was a mere 60 paces
wide—Antiochus believed he would be able to hold it with his own 10,000 soldiers.
At first, he ordered the 4,000 Aetolian troops to occupy nearby Heraclea and
Hypata. They were more useful in a position from where they could
threaten the Romans attacking the pass of Thermopylae than behind the fortifica-
tion itself, the narrowness of which made a larger force of defenders redundant.
But, when the Romans set up camp near the western entrance of the pass, still more
than 1.5 kilometers away from the Seleucid positions, Antiochus realized that a
frontal assault was not their first intention. Everyone knew that even the pass
of Thermopylae could be circumvented by troops that followed the tracks along
the heights, as had happened in 480. Hence, 2,000 Aetolians were withdrawn from
Hypata to occupy the surrounding peaks of Callidromon, Rhoduntia, and Teichius.
Glabrio responded by sending two detachments of 2,000 men each under the com-
mand of Marcus Porcius Cato (the later Censor) and Lucius Valerius Flaccus
against the Aetolian positions, Cato against Callidromon, and Flaccus against Rho-
duntia and Teichius.
Antiochus deployed his troops beyond the fortifications of the pass with his
light infantry in front and behind them the phalanx of heavily armed infantry.
On the left he positioned archers, slingers, and similar troops on the lower
slopes of the mountains, from where they could shower the Romans with their
missiles. On the right, toward the sea, he placed the elephants, behind them his
cavalry, and then at some distance a second formation of infantry. Catapults
and the like had been positioned on the wall itself, from where they fired
over the heads of the defending troops. Glabrio had more than 30,000 men
at Thermopylae, but 4,000 of these went with Cato and Flaccus, others were
protecting the Roman camp during the assault on the Seleucids, and the cavalry
was useless in an operation such as this. So, it is estimated that the Romans had
about 18,000 infantry as they attacked the fortifications at Thermopylae. The
Romans came under heavy fire from the Seleucid lightly armed forces at the
foot of the mountains. Nevertheless, the king withdrew his main infantry
troops behind the fortifications, from where they defended the pass. Glabrio’s
assault on the Seleucid positions proved dangerous and futile. Meanwhile the
Aetolians from Heraclea were fulfilling their intended role and had attacked the
Roman camp.
Although Flaccus’ troops failed to take the Aetolian positions in the mountains,
Cato’s unit proved more successful. After it defeated and captured the Aetolians on
Callidromon, it appeared to the rear of Antiochus’ army, which up till then had
4 The Macedonian Age and the Rise of Rome

been successful in warding off the Roman offensive. Now, however, assaulted in
their rear and from the heights, Antiochus’ troops panicked. Every Seleucid must
have been aware of the danger of encirclement by the more numerous Roman
troops, so flight seemed the safest response to the appearance of Roman troops
on the heights.
The pursuit of the fleeing forces was hampered by the terrain, which suited nei-
ther the Romans’ cavalry nor their heavy infantry, the more so as the latter had
been fighting under adverse conditions. The consul only sent out the cavalry to
pursue the Romans’ vanquished opponents at the third hour of the following night.
The king escaped with an elite force of 500 men. A major part of his army, how-
ever, must have survived, even if they decided not to join the Seleucid king again.
Therefore, Livy’s assertion that just a small part of Antiochus’ 10,000 soldiers
escaped, apart from the 500 who fled with the king, may just relate to the small
number of soldiers who remained available to the king. Livy moreover claims that
only 200 Romans fell during the entire clash.
After the rout at Thermopylae and the loss of a significant part of his army,
Antiochus withdrew with his ships from Chalcis to Ephesus. In Asia he had access
to much greater material and human resources than in Greece. Although the
Aetolians still remained as enemies of Rome in Greece, the focus of the war
shifted to Asia. The Aetolians, left to their own devices, were no match for
the Roman legions and their allies, so Rome could transport across the Hellespont
an army of sufficient size to tackle the Seleucid empire. This meant that naval
superiority in the Aegean Sea now became the main concern for both Antiochus
and his Roman opponent. Gaius Livius Salinator, commander of the Roman fleet,
could rely on the ships provided by the Attalid kingdom, while in the summer of
191 Rhodes also joined the alliance.

Corycus (191)2

Polyxenidas, the Seleucid admiral, commanded a fleet of about 70 decked warships

and 130 lighter, undecked apertae. The combined fleet of Rome, Pergamum, and
Rhodes was far superior in decked warships, as it had about 130 of them, including
many heavier quinqueremes, while the Seleucid fleet primarily consisted of tri-
remes. Livius’ lighter ships were outnumbered by Polyxenidas’ light vessels.
As Livius’ fleet, which included a flotilla under the command of Eumenes of
Pergamum and two Carthaginian ships, was about to enter the harbor of Corycus
on the promontory of Cissus, it was attacked by Polyxenidas’ ships. Since Livius’
fleet was moving in a long convoy, headed by the Carthaginian ships, with
Eumenes’ contingent in the rear, Polyxenidas hoped to be able to attack part of
the Roman fleet before Eumenes’ ships could join the battle. When the Seleucid
2
Source: Livy 44.1–45.4 Modern discussion: Grainger (2002) 264–265.
 The War against Antiochus III, 191–188 BC 5

warships attacked the Carthaginian vessels, one of which was taken, Livius reduced
speed and with part of the Roman ships proceeded into the open sea, waiting for
the rest of the Roman ships to deploy in a second line. The Roman fleet of heavy
warships soon proved superior to their lighter opponents. While the latter were
swifter, the Romans took advantage of the fact that their larger vessels had more
marines on board, maneuvering so that the marines could board their opponent’s
ships. Meanwhile Eumenes’ ships attacked the Seleucid right wing, closest to the
shore. Once Polyxenidas was defeated by the Romans and withdrew, his right
wing abandoned the fight and fled as well. Ten Seleucid ships were sunk,
13 captured.
The Seleucid army now withdrew to Ephesus, while its opponents wintered in
the territory of Pergamum, thus placing themselves between Antiochus’ fleet and
the Hellespont. During winter, Antiochus ordered ships to be built, not only in
Ephesus under the command of Polyxenidas but also in Syria and Phoenicia under
the command of Hannibal, who had recently fled Carthage to avoid being surren-
dered to the Romans and had sought refuge with Antiochus. Moreover, in view of
the experience of the Battle of Corycus, in which Rome’s quinqueremes had
proven decisive, Antiochus ordered mostly heavy warships to be built, at least
equivalent to the Roman quinqueremes, or indeed heavier, including hexeres
(“sixes”) and hepteres (“sevens”). During the campaigning season of 190 it was abso-
lutely vital for the Romans with their fleet, under the command of Lucius Aemilius
Regillus, to retain control of the Aegean Sea, as their main army was slowly moving
through the territory of Philip of Macedon toward the Hellespont.

Eurymedon (Side) (190)3

Hannibal’s newly built fleet of 47 warships now moved westward along the
southern coast of Asia Minor and met the Rhodian fleet, consisting of 38 warships
under the command of Eudamus, at Side, near the mouth of the Eurymedon
river. As the Rhodians turned the cape, they saw that Hannibal’s ships had already
deployed and were ready for battle. Eudamus, whose flagship was in front,
moved toward the open sea and ordered the other ships to arrange themselves
in battle order. However, his fleet fell into disorder while doing so and some
Rhodian ships found themselves unable to deploy at the landward side and
had to row behind the Rhodian line in order to engage with the enemy. After
this confusion, though, the Rhodians’ greater experience and maneuverability
were the key to victory. The Rhodians rammed their opponents’ ship or damaged
their oars. When too many of his vessels were damaged, Hannibal’s ships fled
toward the land. The Rhodian fleet gave up pursuit, as they feared being blown
onto the hostile coast.
3
Source: Livy 37.23–24. Modern discussion: Grainger (2002) 299–300.
6 The Macedonian Age and the Rise of Rome

Myonnesus (190)4
For the crossing of the Roman army to be thwarted, Antiochus’ navy now had to
defeat Aemilius’ fleet, which consisted of 58 Roman and 22 Rhodian warships, since
the Pergamene fleet had been dispatched to control the Hellespont. As Aemilius’
ships left the harbor of Teos, their commander was informed of the proximity of
Polyxenidas’ fleet and he ordered his ships to prepare for battle. Polyxenidas’ fleet
numbered 89 ships, including three sixes and two sevens. As both fleets engaged, it
turned out that the Seleucid line extended far beyond the Romans’ on the seaward
side, which put the Roman ships there in danger of being attacked in their flank.
Hence, Eudamus took the Rhodian squadron from the landward side and hastily
rowed to the other side—his ships being the fastest in the entire fleet, Livy remarks.
As a result, they encircled the Seleucid wing and were able to attack their opponents
in the flank. Some of the Rhodian ships were outfitted with a device consisting of
containers holding a burning liquid, which threatened to ignite any ships that they
encountered. Even the larger Seleucid vessels tried to steer away, thereby exposing
their sides to the Rhodian vessels. While the Rhodians defeated the Seleucid seaward
wing, the Romans overcame their opponents in the center. The Seleucid landward
wing, which had hardly been involved in the fighting, saw that the Romans and
Rhodians were victorious and, raising their sails, fled, as did Polyxenidas’ flagship.
Of the Seleucid ships, 29 were sunk or set ablaze and 13 were captured. The Romans
and Rhodians lost three ships, although several were damaged.
Meanwhile in Greece a truce had been concluded in May 190, since the Aetolians
had realized they would have to withstand Rome more or less on their own. Nev-
ertheless, negotiations were protracted, as both the Aetolian envoys and the Roman
Senate were awaiting the outcome of the expected clash in Asia. The army of Lucius
Scipio slowly headed in the direction of the Chersonese, where it arrived sometime
in November. Its progress was probably delayed by the necessity of subjugating hos-
tile Thracians. Now that his fleet had been defeated at Myonnesus, Antiochus had to
concede naval superiority to Rome and its alliance. This in turn meant that there was
no way he could block the crossing of the Roman army at the Hellespont. The main
decision now to be taken was where he would engage the Roman army in battle.

Magnesia (190)5
By the end of 190, Antiochus had assembled an army of probably around 50,000
men. This was less than he had been able to field in previous encounters with Hel-
lenistic opponents, notably at Raphia (see Chapter 27: Dynastic Wars, 260–145 BC).
4
Source: Livy 37.28.8–30.10. Modern discussion: Grainger (2002) 304.
5
Sources: Livy 37.38.1–44.2; App. 11.30–36. Modern discussions: Bar-Kochva (1976) 163–173;
Grainger (2002) 314–328.
 The War against Antiochus III, 191–188 BC 7

However, he may have needed troops to defend the recently conquered Coele-
Syria, and he may also have regarded his force as sufficiently strong to engage
Scipio’s consular army. There is some controversy concerning the number of
troops on both sides, as Livy claims that Scipio’s army of about 30,000 was severely
outnumbered by Antiochus’ 72,000. His battle account makes much of the depth
and width of the massive Seleucid battle array. In fact, the disparity may have been
much smaller, taking into account the increased strength of the legions and allied
units in Scipio’s army. It seems likely that Antiochus’ troops did indeed outnumber
their opponent, but not by nearly two to one.
Antiochus set up camp near Magnesia and built fortifications. Lucius Scipio drew
near, ready to engage the enemy in battle. There was no point in delaying a con-
frontation, as it was already December. Antiochus also had no reason to avoid
an engagement, as this might undermine the confidence of his troops. Several
times Scipio offered battle, deploying his army between the two rivers Hermus
and Phrygius, which offered protection against outflanking movements of the
enemy’s more numerous cavalry. Since Antiochus did not accept, Scipio moved
forward, losing the river’s protection on one side but successfully tempting
Antiochus to come out and deploy his army for battle too.
Scipio’s army was still protected by the river on his left, and therefore Scipio
placed only a small detachment of Roman cavalry on that side. The center of his
formation consisted of the Italian and Roman infantry, comprising the usual lines
of principes, hastati, and triarii. The Roman and Italian light infantry was placed in
front. Scipio had 16 elephants, which were heavily outnumbered by the Seleucid
elephants and therefore placed in the rear of the formation. His right flank was
the more threatened, and therefore most of the cavalry and allied light infantry,
including slingers and archers, were placed there, under the command of
Eumenes.
The Seleucid forces were of a much more diverse nature, a fact that is high-
lighted by Livy in order to depict Antiochus’ army as the typical eastern mishmash.
The core of his infantry consisted of two kinds of phalangites: 10,000 so-called argyr-
aspides (silvershields, an elite royal force of professionals) and some 16,000 heavy
infantry, mostly citizens drawn from Asia’s cities, which were mobilized on the
king’s command. In addition there were Galatian heavy infantry and allied light
infantry. Part of Antiochus’ light infantry was probably placed as a screen in front
of the phalangites. Antiochus made the most, however, of his numerous and
diverse cavalry forces, in particular of his 6,000 cataphracts, of which both riders
and horses wore heavy armor. His two phalanxes and half the cataphracts faced
the Roman infantry. In between the phalangites and cataphracts Antiochus sta-
tioned his elephants. The other half of the cataphracts and other cavalry units
he placed on the left, where they faced the Roman right wing under the command
of Eumenes. In front of the left wing he placed a large number of four-horse char-
iots, which were fitted with horrifying spikes and scythes that were intended to
cause havoc among hostile troops.
8 The Macedonian Age and the Rise of Rome

The king himself led the assault with 3,000 cataphracts and 1,000 other horse-
men on the Roman left, where Scipio had counted on the river to protect his flank.
The charge of the cataphracts was enough to break the formation of the Italian ala
(cavalry wing), which turned and fled in the direction of the Roman camp, pursued
by the Seleucid horsemen. In charge of the camp was the tribune Marcus Aemilius
Lepidus, who managed to bring the leaderless flight to a stop. After regrouping
these units, he turned them back on their opponents. Had Antiochus been able
to direct his 4,000 horsemen against the rear of the Roman formation, his success
against the Roman right might have proven decisive. However, in the meantime
the battle had been lost elsewhere on the battlefield.
On the Seleucid left wing, fighting started with a charge of the chariots, but
Eumenes, who had more experience than the Romans of dealing with this kind
of weaponry, ordered the archers, slingers, and light cavalry to aim their missiles
at the horses. Frightened and injured by the barrage of missiles, the horses turned
back against their own lines, where the chariots’ spikes and scythes threw the cata-
phracts and others into disarray. Eumenes used this confusion to charge with his own
cavalry. Heavily armored cataphracts, armed with lances, were designed as a shock
force, charging into cavalry and infantry units, but their weaponry and heavy armor
made them unsuitable for man-to-man combat. Hence, the Romans and their allies
easily defeated their opponents and turned the entire Seleucid left wing to flight.
At the same time the Roman and Italian lightly armed infantry had defeated their
Seleucid counterparts, thereby exposing both of the Seleucid phalanxes to the
assault of the heavy infantry. Since their left flank had been exposed by the victory
of Eumenes’ wing on that side, the phalanxes were engaged in front and flank. The
phalanxes, according to Livy 32 ranks deep, formed themselves into an impregna-
ble, solid square. However, this utterly defensive move effectively made them use-
less and still exposed them to the missiles of the Roman infantry. It proved to be
most damaging that Antiochus had placed his elephants among his phalangites. As
so often happened, the elephants, wounded and angered by the missile fire, went
on the rampage through their own forces, completely disordering the phalanxes,
which made them vulnerable to an assault at close range by Scipio’s heavy infantry.
In this kind of fighting, Hellenistic pikemen were no match for sword-wielding
legionaries.
When Antiochus, confronted by the renewed resistance on the Roman left,
returned, he saw that the battle had been lost in the center and on the Seleucid
left, and fled. After some heavy fighting, the Seleucid camp was taken and the battle
ended. Livy claims that about 50,000 Seleucid foot soldiers and 3,000 horsemen
were slain, while losses on the Roman side were limited to 350 men, but the figures
for the Seleucid losses are difficult to credit. We have no way to ascertain the true
number of casualties.
Antiochus withdrew to Sardis and opened negotiations, which took a long time,
as Antiochus may have contemplated a renewal of the war. Lucius Scipio’s succes-
sor, Gnaeus Manlius Vulso, used the time to wage war successfully on the
 The War against Antiochus III, 191–188 BC 9

Galatians; although he had no authority from the Senate to launch this attack, his
victory was recognized with a triumph that turned out to be a spectacular affair and
was blamed for giving the Romans a taste for eastern luxuries. In the end Antiochus
decided that ratifying the treaty with Rome was his best option: he agreed to pay
the Romans a massive indemnity of 15,000 talents and to renounce Seleucid claims
to all territory to the west of the Taurus. By then the Aetolians, realizing that the
war was over, had accepted Rome’s conditions for peace. They had surrendered
themselves to the fides, good faith, of the Romans, which they imagined would
provide them with some guarantees. In the event they were disabused by the
Roman commander, Acilius Glabrio, who threw the Aetolian envoy, Phaneas, into
chains when he attempted to quibble and prevaricate, as a demonstration that the
Aetolians had placed themselves completely at the mercy of their former allies
(Polyb. 20.9–10). The Aetolians only managed to secure a tolerable agreement after
they had abased themselves to persuade many of their former Greek enemies to
support their request for mercy: their indemnity, which had originally been
set at 1,000 talents, a massive sum for Greek cities, was reduced to 200 talents
to be paid immediately with a further 300 payable over six years.

References

Bar-Kochva, B. (1976), The Seleucid Army. Cambridge.

Grainger, J. D. (2002), The Roman War of Antiochus, vol. 3. Leiden.