Battle of the Bagradas River ( 239 BC ) The Battle of Bagradas River or “ Battle on the Macar ” ( c . 240 BC ) was fought between Carthaginian forces and part of the combined forces of Carthage ' s former mercenary armies during the Mercenary War which it used to conduct the First Punic War and those of rebelling Libyan cities . After the forces of Hanno the Great were defeated at Utica , and failed to engage the mercenaries afterwards despite favorable conditions , Carthage raised a new army under Hamilcar Barca in Carthage . Hamilcar managed to leave Carthage despite the rebel blockade of the city and cross the Bagradas river . Rebel armies from besieging Utica and the camp guarded the bridge on the Bargradas river . Hamilcar Barca , by brilliant maneuvering , defeated the combined rebel army . This was the first major Carthaginian victory of the war . Background . The First Punic War ended with the Roman victory in the Battle of Aegates Islands in March 241 BC and Carthage authorizing 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 could not easily pay the army of some 20 , 000 mercenaries it had employed to fight against Rome . Miscalculation , mistrust and mutiny . Hamilcar Barca and Gisco , the commander of Lilybaeum who actually conducted the talks , 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 demobilization . The mercenaries resented Hamilcar abandoning them in this fashion . This army had been commanded by Hamilcar Barca from 247 BC to 241 BC . Lacking numbers to fight set piece battles and resources from Carthage to build a larger one , 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 ) and 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 , the mercenary back pay , which may have amounted between a few hundred to several thousand silver talents , had to be disbursed . Mishandling the discharge . Gisco , probably aware of the financial difficulties faced by Carthage , sensibly sent the troops to Carthage in small groups with intervals in between so the government could pay them off without having a large force gather in Carthage . This sensible approach was totally foiled by the Punic authorities They withheld pay and allowed the mercenaries to gather in Carthage with their families and possessions . The government planned to negotiate with the mercenaries in accepting lesser pay than that was due to them . As their presence disrupted civil life in Carthage , they were sent to Sicca with their families and a gold coin each . 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 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 ) , where they demanded payment from the Carthaginian negotiator Hanno the Great . 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 the reached Sicca . When Hanno refused their demands , as Carthage actually hoped to reduce the payment amount , and mercenaries were unsympathetic about the financial difficulties of Carthage , the negotiations broke down , the mercenaries seized Tunis . Carthage now sent provisions to Tunes and agreed to all the demands of the mercenaries , and sent Gisco to payoff the demanded amount . Gisco began to pay off the mercenaries nationality by nationality , and events may have ended there , but two mercenary leaders , Spendius and Mathos , fomented revolt among the Libyan troops , for their own personal reasons , and were able eventually to persuade the entire mercenary army to revolt . The mercenaries seized the Carthaginian negotiators and the money . Matho used the funds to pay off the amount due to the mercenaries and fund the war effort . After settling the payments of the mercenaries , the rebels called upon 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 / winter of 241 BC . Opening Moves . Matho divided the rebel army into several detachments . Matho took two armies to cut off the cities of Utica and Hippacritae , while an army took up position along the only bridge over the River Macar linking Carthage and Utica . Spendius cut off Carthage from the mainland while 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 tome advance on Carthage to terrorize the city . The Carthaginian Response . 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 mercenaries , trained their cavalry and refitted her navy , which probably took until the spring of 240 BC . Hanno the Great was put in command of the army , which included 110 elephants but the exact number of troops is unknown . Hanno chose to relieve Utica , since rebels had cut off Carthage from the mainland , Hanno and his army was probably ferried to Utica by the Punic fleet , which was also under siege by the rebel army under Spendius . The exact size of the rebel force is not known . Hanno initially defeated the rebels encamped near Utica and captured the rebel camp , but his negligence and the lax discipline of the Carthaginian army enabled the rebels to regroup , launch a surprise attack , capture the Carthaginian camp and drive the Carthaginian survivors in Utica . Hanno ’ s army later left Utica but failed to engage the rebels under favorable conditions several times . Carthage decided to raise a new army and recalled Hamilcar Barca to command . Rebels continued their blockade of Carthage , Utica and Hippo Acra . Hamilcar Barca given a command . While Hanno the Great was campaigning against the rebels , Carthage had cobbled together another army raised from citizens , rebel deserters and newly hired mercenaries , numbering 8 , 000 foot , 2 , 000 horse and 70 elephants . Hamilcar Barca was given command of this force , and he spent some time training his soldiers . Carthage made no fresh move against the rebels . Hanno and his army continued watching the two rebel camps at Hippo Acra . Rebel army under Spenius , numbering 15 , 000 , was blockading Utica . Another 10 , 000 strong rebel army was encamped near the only bridge across the River Bagradas , the exact location is not known . Hamilcar ' s army breaks out . Hamilcar did not attack the rebel ’ s blockading Carthage head on after his army was properly trained . He sought to gain the freedom to maneuver and fight the rebels on his own terms . The rebel base at Tunes and rebel dispositions , which probably barricaded the passes on the hills between Djebdl Ammar and Djebel Nahli , cut off Carthage from the mainland . Hamilcar had observed that when the wind blew from a certain direction , a sandbar was uncovered on the river mouth which made the Bagradas river fordable . Hamilcar marched his army out of Carthage at night , and marched along the north shore of the isthmus towards the mouth of the Bagradas river . His movement was not detected by the rebels and at the first opportunity he crossed the Bagradas river along the sandbar . Hamilcar ’ s army was free to maneuver in the African countryside . Composition of Forces . Carthaginian citizens normally wore armor , leg greaves , Greek style helmets , carried a round shield , long spear and sword and fought in 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 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 , 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 . Hamilcar ’ s army completed the river crossing unmolested and undetected by the rebels , and then moved towards the rebel camp near the bridge . Spendius led 15 , 000 troops from Utica to confront Hamilcar , while 10 , 000 rebels from the camp near the bridge also advanced towards Hamilcar ’ s position . Caught in a pincer movement , Hamilcar started to march north . The two rebels forces joined up and began to march north on a parallel course . The army of Spendius outnumbered Hamilcar ’ s army two to one , so he could afford to form his army in two lines , although the rebels had no elephants and nothing is known of their cavalry . Spendius extended his left flank to the north in an attempt to outflank the Carthaginians . His intention was to have his right flank stop the Carthaginian movement north while his main force attacked and pushed the Carthaginain army towards the river . Hamilcar ’ s Maneuver . The plan of Spendius was foiled by Himalcar Barca ’ s brilliant counter maneuver , which enabled his outnumbered and seemingly outmaneuvered army to emerge victorious in the ensuing battle . Exactly what Hamilcar did is not clearly known and the issue has been much discussed . It is known that Hamilcar pretended to retreat , which caused the rebels to launched a disorderly attack , while Hamilcar got his soldiers in battle formation to crush the rebels . The About Turn . According to one line of thought , the Carthaginian army order of march had the War Elephant s leading the column , with the light troops and cavalry behind the elephants . Heavy infantry formed the rearguard , and the whole army marched in a single file in battle formation . When Hamilcar observed Spendius extending his battle line to outflank the Carthaginian right flank and cut off the Carthaginian army ’ s line of advance , he ordered his elephants to turn right , away from the rebel army . The cavalry and light infantry did the same after the elephants , while the heavy infantry continued to move forward . The rebels mistook this for a withdrawal and rushed forward to engage . This wild charge disordered their battle line , some rebel units moving ahead of others . The elephants then again turned right , followed by the Carthaginian light infantry and cavalry , so they were now moving south . Parallel to the heavy infantry in the opposite direction The Carthaginian infantry , moving northwards , stopped , turned left and formed a battle line , facing the onrushing rebels . The elephants , light infantry and cavalry are now positioned behind the Carthaginian heavy infantry battle line . The Carthaginian elephants , light infantry and cavalry again turned right , divided into two divisions and took their position on both flanks of the Carthaginian heavy infantry . The rebel formations no longer outflanked the Carthaginian army , and a solid battle line now confronted a disorderly rebel army . Triple Column . According to another line of thought , Hamilcar ’ s army marched in three separate columns , The War elephants were placed nearest the rebel army . The cavalry and light infantry was in the middle , while the heavy infantry was posted furthest from the rebel army . As the three Carthaginian columns moved north , Spendius extended his left flank to overlap the Carthaginian formation and outflank and cutoff the Carthaginians . Hamilcar ’ s army halted its march seeing this development . The cavalry and light infantry , and the elephants turn right , then move through gaps in the heavy infantry formation . The rebels mistake this as Carthaginian withdrawal and rush forward to attack . The Carthaginian heavy infantry next turns right , close gaps and form a battle line to face the rebels . The elephants , cavalry and light infantry split into two divisions , and moves into position on the flanks of the Carthaginian heavy infantry . The rebel formations no longer outflanked the Carthaginian army , and a solid battle line confronted a disorderly rebel formation . Punic Victory . As the numerically superior but outgeneraled rebels closed and confronted the solid Carthaginian battle line pandemonium ensued . Instead of hitting the Carthaginians with an orderly formation of infantry en mass , some rebel units engaged the Carthaginians before other units could arrive in support , while others stopped to regroup . As a result , some rebel units were thrown back by the Carthaginians , or as some of the units stopped their charge , the units following them ploughed straight into their back . Battle cohesion was lost and before the rebels could reorder and regroup , Carthaginian cavalry and infantry charged the entangled rebel units . Scores of rebels were killed , and as the Carthaginian infantry followed up the cavalry and elephant charge , the rebel army broke and scattered , having lost 6 , 000 of their number . Carthaginian pursuit bagged 2000 prisoners . Aftermath . The surviving rebels fled either to Utica or to their camp beside the bridge . Hamilcar , after mopping up the battle field , advanced on the rebel camp , forcing the rebels to flee to Tunes , where they were reunited with their commander Spendius . Hamilcar then moved towards Utica , forcing the rebels to flee to Hippo Acra . The rebel blockade of Utica was broken . Hamilcar had the choice to join up with Hanno and try to lift the rebel blockade of Hippo Acra as well . Instead he began to mop up the lands beside the Bagradas river , by force or diplomacy asserting Carthaginian authority over the rebel Libyan towns , thus cutting off the rebels from sources funds , recruits and provisions and ensuring Cartage can tap the same resources . 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 .