|Battle of Pelusium|
|Commanders and leaders|
20,000 Greek Mercenaries
14,000 Greek Mercenaries 
The Battle of Pelusium in 343 was fought between the Persians, with their Greek mercenaries, and the Egyptians with their Greek mercenaries. It took place at the stronghold of Pelusium, on the coast at the far eastern side of the Nile Delta. Overall, Artaxerxes III commanded the Persians, and Nectanebo II commanded the Egyptians. The Greek troops with Egyptians inside the fortress were commanded by Philophron. The first attack was by Theban troops under Lacrates.
Previous campaigns of Artaxerxes
In 351 BC, before his victory at the Battle of Pelusium, Artaxerxes III had embarked on a campaign to recover Egypt, which had revolted under his father, Artaxerxes II. At the same time a rebellion had broken out in Asia Minor, which, being supported by Thebes, threatened to become serious. Levying a vast army, Artaxerxes marched into Egypt, and engaged Nectanebo II. After a year of fighting the Egyptian Pharaoh, Nectanebo inflicted a crushing defeat on the Persians with the support of mercenaries led by the Greek generals Diophantus and Lamius. Artaxerxes was compelled to retreat and postpone his plans to reconquer Egypt.
In 343 BC, Artaxerxes, in addition to his 330,000 Persians, had now a force of 14,000 Greeks furnished by the Greek cities of Asia Minor: 4,000 under Mentor, consisting of the troops which he had brought to the aid of Tennes from Egypt; 3,000 sent by Argos; and 1000 from Thebes. He divided these troops into three bodies, and placed at the head of each a Persian and a Greek. The Greek commanders were Lacrates of Thebes, Mentor of Rhodes and Nicostratus of Argos while the Persians were led by Rhossaces, Aristazanes, and Bagoas, the chief of the eunuchs. Nectanebo II resisted with an army of 100,000 of whom 20,000 were Greek mercenaries. Nectanebo II occupied the Nile and its various branches with his large navy. The character of the country, intersected by numerous canals, and full of strongly fortified towns, was in his favour and Nectanebo II might have been expected to offer a prolonged, if not even a successful, resistance. But he lacked good generals, and over-confident in his own powers of command, he was able to be out-manoeuvred by the Greek mercenary generals and his forces eventually defeated by the combined Persian armies.
After his defeat, Nectanebo hastily fled to Memphis, leaving the fortified towns to be defended by their garrisons. These garrisons consisted of partly Greek and partly Egyptian troops; between whom jealousies and suspicions were easily sown by the Persian leaders. As a result, the Persians were able to rapidly reduce numerous towns across Lower Egypt and were advancing upon Memphis when Nectanebo decided to quit the country and flee southwards to Ethiopia. The Persian army completely routed the Egyptians and occupied the Lower Delta of the Nile. Following Nectanebo fleeing to Ethiopia, all of Egypt submitted to Artaxerxes. The Jews in Egypt were sent either to Babylon or to the south coast of the Caspian Sea, the same location that the Jews of Phoenicia had earlier been sent.
After this victory over the Egyptians, Artaxerxes had the city walls destroyed, started a reign of terror, and set about looting all the temples. Persia gained a significant amount of wealth from this looting. Artaxerxes also raised high taxes and attempted to weaken Egypt enough that it could never revolt against Persia. For the 10 years that Persia controlled Egypt, believers in the native religion were persecuted and sacred books were stolen. Before he returned to Persia, he appointed Pherendares as satrap of Egypt. With the wealth gained from his reconquering Egypt, Artaxerxes was able to amply reward his mercenaries. He then returned to his capital having successfully completed his invasion of Egypt.
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