Battle of Cynoscephalae The Battle of Cynoscephalae ( ) was an encounter battle fought in Thessaly in 197 BC between the Roman army , led by Titus Quinctius Flamininus , and the Antigonid dynasty of Macedon , led by Philip V . Prelude . T . Quinctius Flamininus , with his allies from the Aetolian League , were stationed at Thebes , and marched out towards Pherae in search of Philip , who was at Larisa . When Flamininus began his march to Larisa he had under his command about 32 , 500 to 33 , 400 soldiers . Besides the usual Roman troops and auxiliary units that would appear in any Roman army Flamininus ' s forces also included soldiers from the allied Aetolian League , light infantry from Athamania , mercenary archers from Crete , and elephants and Numidian cavalry from King Masinissa of Numidia . Philip had about 16 , 000 heavy infantry in phalanx formation , 2 , 000 peltast s , 5 , 500 light infantry from Illyria , Thrace , and Crete , and 2 , 000 cavalry for 25 , 500 troops overall . The two armies met near Pherae , and Philip ' s troops were defeated in a cavalry skirmish on the hills outside the city . Both sides then marched toward Scotusa in search of food , but out of sight of each other because of the hills . Battle . During the march there was a heavy rainstorm , and the morning after there was a fog over the hills and fields separating both camps . Despite this , Philip resumed his march , and his troops became confused and disoriented due to heavy fog . Philip then sent a small force to take the Cynoscephalae hills ( coordinates : 39º25 ' N , 22º34 ' E ) . Flamininus , still unaware of Philip ' s location , sent out some cavalry and light infantry to reconnoiter , which engaged Philip ' s troops on the hills . The battle on the hills grew fierce and Flamininus sent 500 cavalry and 2 , 000 infantry as reinforcements , mostly Aetolians , forcing Philip ' s men to withdraw further up the hill . Philip now sent more men into the melee , his Macedonian and Thessalian horse , who drove the Romans down the hill , until the Aetolian cavalry stabilized the situation . Philip , though reluctant to send his phalanx into the broken , hilly terrain eventually ordered an assault with 8 , 000 men when he heard of the Roman retreat . Flamininus positioned his troops on the field as well . He left his right wing in reserve , with his elephants in front , and personally led the left wing against Philip . Meanwhile Philip ' s phalanx had reached the summit , and after joining with their light troops and cavalry which he placed on his right wing , Philip had his phalanx charge down the hill into the oncoming legionaries . As the Roman left was slowly being driven back , Flamininus took command of his right and ordered an assault there . Philip ' s right wing was now on higher ground than the Roman left , and was at first successful against them . However his left wing and center - made up of another 8 , 000 phalangites - were still disorganized and in marching formation . They hadn ' t even formed the phalanx when Flamininus sent his elephants charging into them , and they routed . After breaking through , one of the Roman tribunes took twenty maniples ( a smaller division of the legion ) and attacked the Macedonian right wing from behind . The Macedonians were unable to reposition themselves as quickly as the Roman maniples . Now surrounded by both wings of the Roman legion , they suffered heavy casualties and fled . Aftermath . After a brief pursuit , Flamininus allowed Philip to escape . According to Polybius and Livy , 5 , 000 Macedonians had been killed . Livy mentions that other sources claim 32 , 000 Macedonians were killed and even one writer who due to " boundless exaggeration " claims 40 , 000 but concludes that Polybius is the trustworthy source on this matter . Flamininus also took 1 , 000 prisoners . The Romans lost about 2 , 000 men . It is generally perceived that with the later Battle of Pydna , this defeat demonstrated the superiority of the Roman legion over the Macedonian phalanx . The phalanx , though very powerful head on , was not as flexible as the Roman manipular formation . The result of the battle of Cynoscephalae was a fatal blow to the political aspirations of the Macedonian kingdom ; Macedonia would never again be in a position to challenge Rome ' s geopolitical expansion . Although the peace that followed allowed Philip to keep his kingdom intact , Flamininus proclaimed that other Greek states previously under Macedonian domination were now free . Philip also had to pay 1 , 000 talents of silver to Rome , disband his navy , most of his army , and send his son to Rome as a hostage .