Battle of Thymbra The Battle of Thymbra was the decisive battle in the war between Croesus of the Lydian Empire and Cyrus the Great . Cyrus , having pursued Croesus into Lydia following the drawn Battle of Pteria , met the remains of Croesus ' partly disbanded army in battle on the plain north of Sardis on December , 547 BC . Even though Croesus ' army was reinforced with many new men , Cyrus utterly defeated it , despite being outnumbered more or less 2 : 1 . This proved decisive , and after the 14 day Siege of Sardis , the city and possibly its king fell , and Lydia was conquered by the Persians . The situation . Cyrus ' s plan was to catch the Lydian king unprepared for battle , but at Thymbra Croesus had more than twice as many men as Cyrus . The Lydians marched out to meet Cyrus and quickly armed all the reserves there , before their allies were to arrive , which they never did . According to Xenophon , Cyrus had 196 , 000 men in total , which was composed of 31 , 000 to ~ 70 , 000 Persians . This consisted of 20 , 000 infantry which may have included archers and slingers , 10 , 000 elite infantry / cavalry , which may have been the Persian Immortal s , plus 20 , 000 peltast s and 20 , 000 pikemen . All except the archers and slingers are known to have carried small to large shields . The others were : 42 , 000 Arabians ; Armenians ; and Medians , which amounted to 126 , 000 infantry . There were also 300 camel cavalry , 300 chariots , and 5 - 6 siege towers , which were known to hold 20 men each . It all amounted to 1 , 000 + men , partly because there was one citizen , and one soldier on each chariot . Xenophon tells us that Croesus had an army of 420 , 000 men , which was composed of 60 , 000 Babylonians , Lydians , and Phrygians , also Cappadocian s , plus nations of the Hellespont . This amounted to 300 , 000 men which included 60 , 000 cavalry . There were also 120 , 000 Egyptians , plus 300 chariots , which may have been at least 500 men . The numbers of the battle given by Xenophon , even if untrue , are considered within the realm of possibility , but less than half may have engaged in the actual battle . The battle . Cyrus deployed his troops with flanks withdrawn in a square formation . The flanks were covered by chariots , cavalry , and his best infantry and a newly organized camel corps . This improvised camel corps was formed by camels taken from the baggage train , and its sole purpose was to disrupt the Lydian cavalry . As Cyrus expected , the wings of the Lydian army wheeled inward to envelop this novel formation . As the Lydian flanks swung in , gaps appeared at the hinges of the wheeling wings . Disorder was increased by the effective overhead fire of the Persian archers and mobile towers , stationed within the square . Cyrus then gave the order to attack , his flank units smashing into Croesus ' disorganized wings . Herodotus gives an account of the battle but does not give any numbers . His account of the battle ' s progress and outcome , however , confirms that which Xenophon gives later . Aftermath . After the battle all the Lydian lands were annexed by the Persian empire including the Greek cities of Ionia and Aeolis , which led to conflict between Greece and Persia . The surviving troops holed up in the nearby city of Ephesus and Sardis , which was captured after a short siege . According to the Greek author Herodotus , Cyrus treated Croesus well and with respect after the battle , but this is contradicted by the Nabonidus Chronicle , one of the Babylonian Chronicles ( although whether or not the text refers to Lydia ' s king or prince is unclear ) .