Battle of Utica The Battle of Utica ( c . 240 BC ) was the first major engagement in the Mercenary War between Carthaginian forces and part of the combined forces of Carthage ' s former mercenary armies previously deployed by Carthage to conduct the First Punic War and those of rebelling Libyan cities . The forces of Hanno the Great broke the siege of Utica . However , they failed to prepare any meaningful defense of the city once they liberated it or to maintain proper lookouts for enemy movement . As a result , the Carthaginian forces suffered heavy losses when the mercenary forces counter - attacked , captured the Carthaginian baggage and equipment and besieged the army of Hanno within Utica . Hanno managed to regain his freedom of maneuver later but failed to capitalize on opportunities to engage the rebel forces under favorable conditions . This prompted Carthage to mobilize another army under Hamilcar Barca . Background . The First Punic War ended with the Roman victory in the Battle of Aegates Islands in March 241 BC after which Carthage authorized Hamilcar Barca to start peace negotiations with Rome . The eventual settlement between Rome and Carthage included evacuation of Sicily by Carthage and payment of 3 , 200 silver talents to Rome as war preparations , 1000 ( 21 tons of silver ) immediately and 2 , 200 ( 56 ton of silver ) in ten year installments . After paying Rome the indemnity which was part of the treaty , it probably could not easily pay the sum owned as salary , ration money or any bonuses to the army of some 20 , 000 mercenaries Carthage had employed to fight against Rome . Miscalculation , mistrust and mutiny . Hamilcar Barca , Carthaginian commander of Sicily in 241 BC , and Gisco , the commander of Lilybaeum who actually conducted the talks with Roman envoys , had forced the Romans to agree not to disarm the Carthaginian army in Sicily . After the garrisons of Drepana and Eryx gathered at Lilybaeum , Hamilcar left Sicily for Carthage , leaving Gisco to manage the final demobilization . The mercenaries resented Hamilcar abandoning them in this fashion . This army had been commanded by Hamilcar Barca from 247 BC to 241 BC in Sicily . Lacking numbers to fight set piece battles and resources from Carthage to build a larger army , Hamilcar relentlessly harassed the Roman forces , employing combined arms tactics , shrugged off failures , remained undefeated and kept the Romans occupied and financially bankrupted the Roman Republic . His charismatic leadership , combined with stern discipline ( he executed mutineers on several occasions ) and the promise of rich rewards kept his mercenary army intact and combat ready for seven years . This force was now fully armed , awaiting discharge and the promised rewards . On top of the 1 , 220 talents owed to the Romans as war reparations in 241 BC , the mercenary back pay , which may have amounted to several thousand talent , had to be disbursed . Mishandling the discharge . Gisco , probably aware of the financial difficulties faced by Carthage , sensibly sent the troops to Carthage from Lilybaeum in small groups with intervals in between so the government could pay them off without having a large force gathering in Carthage or putting a huge drain on the treasury all at once . This sensible approach was totally foiled by the Punic authorities because they had planned to negotiate with the mercenaries instead of quickly disbanding them . They withheld pay and allowed the mercenaries to gather in Carthage with their families and possessions towards this end . The government planned to negotiate with the mercenaries to accept lesser pay than that was due to them , pointing out the fact that Carthage had lost the war and was in no position to pay off the total sum due to them quickly . As their presence disrupted civil life in Carthage , the mercenaries were sent to the inland town of Sicca with their families and a small portion of the payment due to them . The authorities refused to let the mercenaries keep their baggage in the city and rewarded the Punic officers who managed to get the mercenaries moving to Sicca . Carthage thus may have lost an opportunity to keep the families hostage to ensure future good behavior . Sicca to Tunis . Delays in dealing with the mercenaries eventually led to the gathering of the entire army and their families in Sicca Veneria ( modern El Kef ) . The mercenaries had little to do and spent their time calculating the sum owned to them by Carthage , which did not agree with what the Carthaginians had in mind . The delay in Carthage providing any payment also made the men restless . When they finally had the chance to demand payment from the Carthaginian negotiator Hanno the Great , the Carthaginian commander in Africa , disagreement immediately broke out . The exact amount owned the mercenaries can only be guessed but given the back pay , ration money and any other rewards promised , it probably was a substantial amount , which the mercenaries inflated after they gathered at Sicca . When Hanno refused their demands and tried to explain the Carthaginian point of view as Carthage actually hoped to reduce the payment amount . The mercenaries were unsympathetic about the financial difficulties of Carthage and the negotiations broke down . Hanno also could not communicate directly with the mercenaries , as they composed of many different nationalities and had to rely on their officers to convey his message which may have become distorted in translation . The officers often did not fully understand Hanno and conveyed the opposite message to the troops , either because of misunderstanding or because of malice , increasing the mistrust and misunderstanding between the Carthaginians and their hirelings . The mercenaries left Sicca , marched towards Carthage and eventually seized Tunis . Carthage now sent provisions to Tunis and agreed to pay all the demands of the mercenaries They sent Gisco to pay off the demanded amount . Gisco began to pay off the mercenaries nationality by nationality . He first paid the salary and then the ration money owned . Events may have ended there but two mercenary leaders , Spendius , a runaway Campanian slave , and Mathos , a Libyan soldier , fomented revolt among the Libyan troops for their own personal reasons . Eventually , they were able to persuade the entire mercenary army to revolt . Things came to a head when mercenaries demanded payment for lost equipment and Gisco refused their demand . The mercenaries seized the Carthaginian negotiators and all the money . They then called on the Libyan towns and cities under Carthaginian control to join the revolt . Several Libyan cities joined the revolt , providing men and funds ( Libyan women donated personal possessions and jewels ) to gather a force of 70 , 000 . These events probably took place in the autumn and winter of 241 BC . Matho used the funds to pay off the amount due to the mercenaries and fund the war effort . The rebels also struck coins of their own to pay for expenses . However , the mercenaries posted in Sardinia had not joined the rebellion at this time . Opening Moves . Mathos divided the rebel army into several detachments . Mathos took two armies to cut off the cities of Utica and Hippacritae . Meanwhile an army took up position along the only bridge over the River Macar linking Carthage and Utica . Spendius cut off Carthage from the mainland . The rebels made Tunes their main base . The rebels had no siege weapons and decided not to assault the besieged towns but they would from time to time advance on Carthage to terrorize the city . The Carthaginian Response . Carthage had hoped to lessen her financial burden by reasoning with the mercenaries to accept lower pay . Now , on top of the 1 , 000 talents paid to Rome and 200 talents of annual reparation and the funds seized by the rebels , Carthage was forced to pay for the war effort . It is not known how Carthage obtained the required funds but with their navy shattered in the First Punic War and their mercenaries in revolt , Carthage could do little but man the walls as an immediate response to the revolt . Carthage raised an army from citizens and hired new mercenaries , trained their citizen cavalry , refitted her navy and garrisoned Utica and Hippa Acra . All this probably took until the spring of 240 BC . Hanno the Great was put in command of the newly raised army , which included 110 elephants but the exact number of troops is unknown . Hanno chose to relieve Utica . Since the rebels had cut off Carthage from the mainland , Hanno and his army were probably ferried to Utica by the Punic fleet . Utica was also under siege by the rebel army under Spendius . The exact size of the rebel force is not known . Composition of Forces . Carthaginian citizens normally wore armor , leg greaves , Greek style helmets and carried a round shield , long spear and sword . They fought in a phalanx formation . Carthaginian citizens and the Libyo - Phoenicians provided disciplined , well trained cavalry equipped with thrusting spears and round shields . Any mercenaries in Hanno the Great ’ s army may have resembled the rebels they were facing . Carthage also used elephants , probably African Forest and Indian Elephants as shock troops . The elephants were ridden by specially trained riders , some of whom may have come from ancient India or Syria . The rebel army had Libyans , Iberians , Gauls , Greeks and probably Thracians and Scythians present , along with Campanians and Roman deserters . The Libyan heavy infantry fought in close formation , armed with long spears and round shields , wearing helmets and linen cuirasses . The light Libyan infantry carried javelins and a small shield , the same as Iberian light infantry . The Iberian infantry wore purple bordered white tunics and leather headgear . The heavy Iberian infantry fought in a dense phalanx , armed with heavy throwing spears , long body shields and short thrusting swords . Campanian , Sardinian , Sicel and Gallic infantry fought in their native gear , but often were equipped by Carthage . Sicels , Sardinians and other Sicilians were equipped like Greek hoplites , as were the Sicilian Greek mercenaries . Balearic slingers fought in their native gear . Numidians provided superb light cavalry armed with bundles of javelins and riding without bridle or saddle and light infantry armed with javelins . Iberians and Gauls also provided cavalry , which relied on the all out charge . The Battle . Hanno disembarked his army in Utica , got in touch with the town and obtained siege equipment for the assault on the rebel camp . Hanno attacked the camp from the rear . The charging elephants broke through and dispersed the mercenaries , capturing the camp with all the baggage and supplies . The Carthaginian army then encamped outside Utica while Hanno retired to the city . Hanno was an experienced campaigner against Numidians and Libyans , who tended to flee the battlefield once defeated and did not regroup for counterattacks . His assumption that the rebels would do the same was a costly mistake . However , the mercenaries were undefeated veterans of battles against the Romans , having served under Hamilcar Barca in Sicily for 7 years . Although routed and driven from their camp , they regrouped on a small wooded hill , perhaps near Djebel Menzel Ghoul to the south west of Utica . Observing the lax discipline in the Carthaginian camp , left leaderless with the absence of Hanno , they launched a sudden assault that killed many of the Carthaginians , while the survivors took refuge in Utica . The Punic baggage train and siege equipment fell into the hands of the rebels . It is not known if the rebels captured any elephants but they did not use any in the subsequent battles . Aftermath . The defeat did not significantly alter the situation for Carthage . Rebels continued to besiege Utica , Hippo and Carthage . The field army was brought up to strength and Hanno eventually left Utica to campaign in the open . Details of his movements are not known but he subsequently twice failed to take advantage of the opportunity to launch a surprise attack on a rebel army and also twice failed to engage the rebel armies under favorable conditions . These lapses convinced the Carthaginian government to appoint Hamilcar Barca in command of a new army . The rebels were content to maintain their siege on Carthage , Utica and Hippo . Bibliography . Note : The main source for information about " The Mercenary War " comes from Polybius , a Greek historian writing many years after the events portrayed here , because no Punic primary source s survived into modern times . It is likely that he based much of his account on now - lost works of prior Greek and Roman historians , who are unlikely to have had an unbiased view of Carthage .