Ptolemaic army The Ptolemaic army was the army of the Macedonian kings that ruled Egypt from 305 to 30 BC . Like most of the other armies of the Diadochi , it was very much Macedonian in style , which was the use of the long pike ( " sarissa " ) in a deep phalanx formation . Despite the strength of the Ptolemaic army , evidenced in 217 BC with the victory over the Seleucids at the Battle of Raphia the Ptolemaic kingdom itself fell into decline and by the time of Julius Caesar it was but a mere client - kingdom of the Roman Republic . The army by the time of Caesar ’ s campaigns in the eastern Mediterranean was a mere shadow of its former self , being highly disorganized and based around mercenaries and other foreign troops . The Army of Ptolemy I . Ptolemy I was a general in the army of Alexander the Great and after Alexander ’ s death taken over the province of Egypt as its satrap ( local governor ) . Along with the other successors to Alexander he did not hold the title of king until 305 , but he was still an important player in the affairs of the Macedonian Empire in the east . In 312 BC at Gaza Ptolemy , who was assisting the fugitive satrap of Babylonia , Seleucus I , came up against the forces if Antigonus I who was seen as a major threat to the stability of the empire due to his strength and power . Ptolemy had a force of 18 , 000 infantry and 4 , 000 cavalry , these being a mixture of Macedonians , mercenaries and native Egyptians . His forces were larger than those of Antigonus and his son , Demetrius the Besieger . In the battle for Gaza Antigonus ’ cavalry , commanded by Demetrius , were initially successful but forced to retreat after Ptolemy out - flanked them . The battle was a victory for Ptolemy who soon secured Syria for himself and placed Seleucus back in Babylonia to govern the eastern provinces of the empire . By 305 Ptolemy had taken the title of king , alongside the other most powerful generals , including Cassander , Seleucus and Antigonus . In 301 BC the threat of Antigonus was finally ended with his death at the Battle of Ipsus . But despite this the rivalry between the Ptolemies and the Seleucids for Syria would cause numerous wars in the future . The army under Ptolemy I was most likely based around the small Macedonian and mercenary garrisons left in Egypt by Alexander . The native Egyptians were incorporated into the army but only as auxiliaries and naval personnel . Ptolemy increased his armies further by employing mercenaries and encouraging Greek and Macedonian settlers to come to live in Egypt . The Manpower Problem . The Ptolemaic Army was based around a small population of Greeks who provided the main core of the army . These men provided manpower for the elite guards units and the phalanx , of which the army was cornered around . However the distance from Greece caused considerable difficulties as the population of Greeks in Egypt was small . To remedy this problem the Ptolemies set up military colonies and to encourage settlers to settle on them . In return for these plots of land the kleruchoi as they were known would in return be up for military service . Many more mercenaries were employed by the Ptolemies , and they could afford it due to their wealth . For example Ptolemy IV paid 1 , 000 drachmas a day for one distinguished Aetolian officer to serve in his armies . This system gave the Ptolemies more manpower , however they were still lacking . Despite this lack of manpower they would not allow native Egyptians to fight in the army proper . The natives would only serve in the navy or as police . This changed by the time of Raphia in 217 when the situation was dire for the Ptolemies . Their army was far too small to counter the far superior Seleucid force led by the formidable Antiochus III . To counter the larger Seleucid force the general Sosibius assembled a large army which he trained hard for the fight to come , he also enrolled 30 , 000 native Egyptians to serve in the phalanx . These 30 , 000 picked Egyptians , known as Machimoi Epilektoi , fought well in the battle but by allowing them such an honour caused problems later on . The increased status of these Egyptian troops enabled them the will to revolt and this led to a further crippling of the kingdom in the years proceeding Raphia .