Battle of Chaeronea ( 338 BC ) The Battle of Chaeronea ( ) was fought in 338 BC , near the city of Chaeronea in Boeotia , between the forces of Philip II of Macedon and an alliance of some of the Greek city - states including Athens and Thebes . The battle was the culmination of Philip ' s campaign in Greece ( 339 – 338 BC ) and resulted in a decisive victory for the Macedonians . Philip had brought peace to a war - torn Greece in 346 BC , by ending the Third Sacred War , and concluding his ten - year conflict with Athens for supremacy in the north Aegean , by making a separate peace . Philip ' s much expanded kingdom , powerful army and plentiful resources now made him the " de facto " leader of Greece . To many of the fiercely independent Greek city - states , Philip ' s power after 346 BC was perceived as a threat to their liberty , especially in Athens , where the politician Demosthenes led efforts to break away from Philip ' s influence . In 340 BC Demosthenes convinced the Athenian assembly to sanction action against Philip ' s territories and to ally with Byzantium , which Philip was besieging . These actions were against the terms of their treaty oaths and amounted to a declaration of war . In summer 339 BC , Philip therefore led his army into Greece , prompting the formation of an alliance of Greek states opposed to him , led by Athens and Thebes . After several months of stalemate , Philip finally advanced into Boeotia in an attempt to march on Thebes and Athens . Opposing him , and blocking the road near Chaeronea , was the allied Greek army , similar in size and occupying a strong position . Details of the ensuing battle are scarce , but after a long fight the Macedonians crushed both flanks of the allied line , which then dissolved into a rout . The battle has been described as one of the most decisive of the ancient world . The forces of Athens and Thebes were destroyed , and continued resistance was impossible ; the war therefore came to an abrupt end . Philip was able to impose a settlement upon Greece , which all states accepted , with the exception of Sparta . The League of Corinth , formed as a result , made all participants allies of Macedon and each other , with Philip as the guarantor of the peace . In turn , Philip was voted as " strategos " ( general ) for a pan - Hellenic war against the Persian Empire , which he had long planned . However , before he was able to take charge of the campaign , Philip was assassinated , and the kingdom of Macedon and responsibility for the war with Persia passed instead to his son Alexander . Background . In the decade following his accession in 359 BC , the Macedonian king , Philip II , had rapidly strengthened and expanded his kingdom into Thrace and Chalkidiki on the northern coast of the Aegean Sea . He was aided in this process by the distraction of Athens and Thebes , the two most powerful city - states in Greece at that point , by events elsewhere . In particular , these events included the Social War between Athens and her erstwhile allies ( 357 – 355 BC ) , and the Third Sacred War which erupted in central Greece in 356 BC between the Phocians and the other members of the Delphic Amphictyonic League . Much of Philip ' s expansion during this period was at the nominal expense of the Athenians , who considered the north Aegean coast as their sphere of influence , and Philip was at war with Athens from 356 – 346 BC . Philip was not originally a belligerent in the Sacred War , but became involved at the request of the Thessalians . Seeing an opportunity to expand his influence into Greece proper , Philip obliged , and in 353 or 352 BC won a decisive victory over the Phocians at the Battle of Crocus Field in Thessaly . In the aftermath , Philip was made " archon " of Thessaly , which gave him control of the levies and revenues of the Thessalian Confederation , thereby greatly increasing his power . However , Philip did not intervene further in the Sacred War until 346 BC . Early in that year , the Thebans , who had borne the brunt of the Sacred War , together with the Thessalians , asked Philip to assume the " leadership of Greece " and join them in fighting the Phocians . Philip ' s power was by now so great that ultimately the Phocians did not even attempt to resist , and instead surrendered to him ; Philip was thus able to end a particularly bloody war without any further fighting . Philip allowed the Amphictyonic council the formal responsibility of punishing the Phocians , but ensured that the terms were not overly harsh ; nevertheless , the Phocians were expelled from the Amphictyonic League , all their cities were destroyed , and they were resettled in villages of no more than fifty houses . By 346 BC , the Athenians were war - weary , unable to match Philip ' s strength , and had begun to contemplate the necessity of making peace . Nevertheless , when it became apparent that Philip would march south that year , the Athenians originally planned to help the Phocians ( whom they were allied to ) keep Philip out of central Greece , by occupying the pass of Thermopylae , where Philip ' s superior numbers would be of little benefit . The Athenians had successfully used this tactic to prevent Philip attacking Phocis itself after his victory at Crocus Field . The occupation of Thermopylae was not only for the benefit of Phocis ; excluding Philip from central Greece also prevented him from marching on Athens itself . However , by the end of February , the general Phalaikos was restored to power in Phocis , and he refused to allow the Athenians access to Thermopylae . Suddenly unable to guarantee their own security , the Athenians were forced instead into making peace with Philip ; the treaty that was agreed ( the Peace of Philocrates ) also made Athens reluctant allies of Macedon . For the Athenians , the treaty had been expedient , but it was never popular . Philip ' s actions in 346 BC had expanded his influence over all Greece , and although he had brought peace , he had come to be seen as the enemy of the traditional liberty of the city - states . The orator and politician Demosthenes had been a principal architect of the Peace of Philocrates , but almost as soon as it was agreed , he wished to be rid of it . Over the next few years , Demosthenes became leader of the " war - party " in Athens , and at every opportunity he sought to undermine the peace . From 343 BC onwards , in order to try to disrupt the peace , Demosthenes and his followers used every expedition and action of Philip to argue that he was breaking the peace . Conversely , there was at first a substantial body of feeling in Athens , led by Aeschines , that the peace , unpopular though it was , should be maintained and developed . Towards the end of the decade however , the " war party " gained the ascendancy , and began to openly goad Philip ; in 341 BC for instance , the Athenian general Diopithes ravaged the territory of Philip ' s ally Cardia , even though Philip demanded that they desist . Philip ' s patience finally ran out when the Athenians formed an alliance with Byzantium , which Philip was at that time besieging , and he wrote the Athenians declaring war . Shortly afterward Philip broke off the siege of Byzantium ; Cawkwell suggests that Philip had decided to deal with Athens once and for all . Philip went on campaign against the Scythians , and then began to prepare for war in Greece . Prelude . Philip ' s forthcoming campaign in Greece became linked with a new , fourth , Sacred War . The citizens of Amphissa in Ozolian Locris had begun cultivating land sacred to Apollo on the Crisaean Plain south of Delphi ; after some internal bickering the Amphictyonic council decided to declare a sacred war against Amphissa . A Thessalian delegate proposed that Philip should be made leader of the Amphictyonic effort , which therefore gave Philip a pretext to campaign in Greece ; it is , however , probable that Philip would have gone ahead with his campaign anyway . At the start of 339 BC , the Thebans had seized the town of Nicaea near Thermopylae , which Philip had garrisoned in 346 BC . Philip does not appear to have treated this as a declaration of war , but it nevertheless presented him with a significant problem , blocking the main route into Greece . However , a second route into central Greece was available , leading over the shoulder of Mount Callidromos and descending into Phocis . However , the Athenians and Thebans had either forgotten the existence of this road , or believed that Philip would not use it ; the subsequent failure to guard this road allowed Philip to slip into central Greece unhindered . Philip ' s relatively lenient treatment of the Phocians at the end of the Third Sacred War in 346 BC now bore fruit . Reaching Elatea , he ordered the city to be re - populated , and during the next few months the whole Phocian Confederation was restored to its former state . This provided Philip with a base in Greece , and new , grateful allies in the Phocians . Philip probably arrived in Phocis in November 339 BC , but the Battle of Chaeronea did not occur until August 338 BC . During this period Philip discharged his responsibility to the Amphicytonic council by settling the situation in Amphissa . He tricked a force of 10 , 000 mercenaries who were guarding the road from Phocis to Amphissa into abandoning their posts , then took Amphissa and expelled its citizens , turning it over to Delphi . He probably also engaged in diplomatic attempts to avoid further conflict in Greece , although if so , he was unsuccessful . When news first arrived that Philip was in Elatea , just three days march away , there was panic in Athens . In what Cawkwell describes as his proudest moment , Demosthenes alone counseled against despair , and proposed that the Athenians should seek an alliance with the Thebans ; his decree was passed , and he was sent as ambassador . Philip had also sent an embassy to Thebes , requesting that the Thebans join him , or at least allow him to pass through Boeotia unhindered . Since the Thebans were still not formally at war with Philip , they could have avoided the conflict altogether . However , in spite of Philip ' s proximity , and their traditional enmity with Athens , they chose to ally with the Athenians , in the cause of liberty for Greece . The Athenian army had already pre - emptively been sent in the direction of Boeotia , and was therefore able to join the Thebans within days of the alliance being agreed . The details of the campaign leading up to Chaeronea are almost completely unknown . Philip was presumably prevented from entering Boeotia by way of Mount Helicon , as the Spartans had done in the run - up to the Battle of Leuctra ; or by any of the other mountain passes that led into Boeotia from Phocis . There were certainly some preliminary skirmishes ; Demosthenes alludes to a " winter battle " and " battle on the river " in his speeches , but no other details are preserved . Finally , in August 338 BC , Philip ' s army marched straight down the main road from Phocis to Boeotia , to assault the main allied army defending the road at Chaeronea . Opposing forces . According to Diodorus , the Macedonian army numbered roughly 30 , 000 infantry and 2 , 000 cavalry , a figure generally accepted by modern historians . Philip took command of the right wing of the Macedonian army and placed his 18 - year - old son Alexander ( the future conqueror of the Persian Empire ) in command of the left wing , accompanied by a group of Philip ' s experienced generals . The allied Greek army included contingents from Achaea , Corinth , Chalcis , Epidaurus , Megara and Troezen , with the majority of troops being supplied by Athens and Thebes . The Athenian contingent was led by the generals Chares and Lysicles , and the Thebans by Theagenes . No source provides exact numbers for the Greek army , although Justin suggests that the Greeks were " far superior in number of soldiers " ; the modern view is that the numbers of the city states that fought were approximately equal to those of the Macedonians . The Athenians took up positions on the left wing , the Thebans on the right , and the other allies in the centre . Strategic and tactical considerations . The Greek army had taken up a position near Chaeronea , astride the main road . On the left flank , the Greek line lay across the foothills of Mount Thurion , blocking the side - road that led to Lebedea , while on the right , the line rested against the Kephisos River , near a projecting spur of Mount Aktion . The Greek line , which was about 2 . 5 miles in length , was thus secure on both flanks . Moreover , the Greek line seems to have slanted north - eastwards across the plain in between , so that it did not face the direction of Macedonian advance full - square . This prevented Philip from attempting to concentrate his force on the Greek right wing , since the advanced position of the Greek left wing would then threaten Philip ' s right . Although Philip could attempt to concentrate his force against the Greek left , the troops there occupied high ground , and any attack would be difficult . Since the Greeks could remain on the defensive , having only to prevent Philip ' s advance , their position was therefore strategically and tactically very strong . Battle . Details of the battle itself are scarce , with Diodorus providing the only formal account . He says that " once joined , the battle was hotly contested for a long time and many fell on both sides , so that for a while the struggle permitted hopes of victory to both . " He then recounts that the young Alexander , " his heart set on showing his father his prowess " succeeding in rupturing the Greek line aided by his companions , and eventually put the Greek right wing to flight ; meanwhile , Philip advanced in person against the Greek left and also put it to flight . This brief account can be filled out , if Polyaenus ' s account of the battle is to be believed . Polyaenus collected many snippets of information on warfare in his " Strategems " ; some are known from other sources to be reliable , while others are demonstrably false . In the absence of other evidence , it is unclear whether his passage regarding Chaeronea is to be accepted or rejected . Polyaenus suggests that Philip engaged the Greek left , but then withdrew his troops ; the Athenians on the Greek left followed and , when Philip held the high ground , he stopped retreating and attacked the Athenians , eventually routing them . In another ' stratagem ' , Polyaenus suggests that Philip deliberately prolonged the battle , to take advantage of the rawness of the Athenian troops ( his own veterans being more used to fatigue ) and delayed his main attack until the Athenians were exhausted . This latter anecdote also appears in the earlier " Stratagems " of Frontinus . Polyaenus ' s accounts have led some modern historians to tentatively propose the following synthesis of the battle . After the general engagement had been in progress for some time , Philip had his army perform a wheeling manoeuver , with the right wing withdrawing , and the whole line pivoting around its centre . At the same time , wheeling forward , the Macedonian left wing attacked the Thebans on the Greek right and punched a hole in the Greek line . On the Greek left , the Athenians followed Philip , their line becoming stretched and disordered ; the Macedonians then turned , attacked and routed the tired and inexperienced Athenians . The Greek right wing , under the assault of the Macedonian troops under Alexander ' s command , then also routed , ending the battle . Many historians , including Hammond and Cawkwell , place Alexander in charge of the Companion Cavalry during the battle , perhaps because of Diodorus ' s use of the word " companions " . However , there is no mention of cavalry in any ancient account of the battle , nor does there seem to have been space for it to operate against the flank of the Greek army . Plutarch says that Alexander was the " first to break the ranks of the Sacred Band of the Thebans " , the elite of the Theban infantry , who were stationed on the extreme right of the Greek battle line . However , he also says that the Sacred Band had " met the spears of [ the Macedonian ] phalanx face to face " . This , together with the improbability that a head - on cavalry charge against the spear - armed Thebans could have succeeded ( because horses will generally shy from such a barrier ) , has led Gaebel and others to suggest that Alexander must have been commanding a portion of the Macedonian phalanx at Chaeronea . Diodorus says that more than 1 , 000 Athenians died in the battle , with another 2 , 000 taken prisoner , and that the Thebans fared similarly . Plutarch suggests that all 300 of the Sacred Band were killed at the battle , having previously been seen as invincible . In the Roman period , the ' Lion of Chaeronea ' , an enigmatic monument on the site of the battle , was believed to mark the resting place of the Sacred Band . Modern excavations found the remains of 254 soldiers underneath the monument ; it is therefore generally accepted that this was indeed the grave of the Sacred Band , since it is unlikely that every member was killed . Aftermath . Cawkwell suggests that this was one of the most decisive battles in ancient history . Since there was now no army which could prevent Philip ' s advance , the war effectively ended . In Athens and Corinth , records show desperate attempts to re - build the city walls , as they prepared for siege . However , Philip had no intention of besieging any city , nor indeed of conquering Greece . He wanted the Greeks as his allies for his planned campaign against the Persians , and he wanted to leave a stable Greece in his rear when he went on campaign ; further fighting was therefore contrary to his aims . Philip marched first to Thebes , which surrendered to him ; he expelled the Theban leaders who had opposed him , recalled those pro - Macedonian Thebans who had previously been exiled , and installed a Macedonian garrison . He also ordered that the Boeotian cities of Plataea and Thespiae , which Thebes had destroyed in previous conflicts , be re - founded . Generally , Philip treated the Thebans severely , making them pay for the return of their prisoners , and even to bury their dead ; he did not , however , dissolve the Boeotian Confederacy . By contrast , Philip treated Athens very leniently ; although the Second Athenian Confederacy was dissolved , the Athenians were allowed to keep their colony on Samos , and their prisoners were freed without ransom . Philip ' s motives are not entirely clear , but one likely explanation is that he hoped to use the Athenian navy in his campaign against Persia , since Macedon did not possess a substantial fleet ; he therefore needed to remain on good terms with the Athenians . Philip also made peace with the other combatants ; Corinth and Chalcis , which controlled important strategic locations both received Macedonian garrisons . He then turned to deal with Sparta , which had not taken part in the conflict , but was likely to take advantage of the weakened state of the other Greek cities to try to attack its neighbours in the Peloponnese . The Spartans refused Philip ' s invitation to engage in discussions , so Philip ravaged Lacedaemonia , but did not attack Sparta itself . Philip seems to have moved around Greece in the months after the battle , making peace with the states that opposed him , dealing with the Spartans , and installing garrisons ; his movements also probably served as a demonstration of force to the other cities , that they should not try to oppose him . In mid 337 BC , he seems to have camped near Corinth , and began the work to establish a league of the Greek city - states , which would guarantee peace in Greece , and provide Philip with military assistance against Persia . The result , the League of Corinth , was formed in the latter half of 337 BC at a congress organised by Philip . All states signed up to the league , with the exception of Sparta . The principal terms of the concord were that all members became allied to each other , and to Macedon , and that all members were guaranteed freedom from attack , freedom of navigation , and freedom from interference in internal affairs . Philip , and the Macedonian garrisons installed in Greece , would act as the ' keepers of the peace ' . At Philip ' s behest , the synod of the league then declared war on Persia , and voted Philip as " Strategos " for the forthcoming campaign . An advance Macedonian force was sent to Persia in early 336 BC , with Philip due to follow later in the year . However , before he could depart , Philip was assassinated by one of his bodyguards . Alexander therefore became King of Macedon , and in a series of campaigns lasting from 334 to 323 BC , he conquered the whole Persian Empire .