By the beginning of spring (217 B.C.) Antiochus and Ptolemy had completed their preparations and were determined on deciding the fate of the Syrian expedition by a battle.
Now Ptolemy started from Alexandria with an army of seventy thousand foot, five thousand horse, and seventy-three elephants, and Antiochus, on learning of his advance, concentrated his forces. These consisted firstly of Daae, Carmanians, and Cilicians, light-armed troops about five thousand in number organized and commanded by Byttacus the Macedonian. Under Theodotus the Aetolian, who had played the traitor to Ptolemy, was a force of ten thousand selected from every part of the kingdom and armed in the Macedonian manner, most of them with silver shields. The phalanx was about twenty thousand strong and was under the command of Nicarchus and Theodotus surnamed Hemiolius. There were Agrianian and Persian bowmen and slingers to the number of two thousand, and with them two thousand Thracians, all under the command of Menedemus of Alabanda. Aspasianus the Mede had under him a force of about five thousand Medes, Cissians, Cadusians, and Carmanians. The Arabs and neighbouring tribes numbered about ten thousand and were commanded by Zabdibelus. Hippolochus the Thessalian commanded the mercenaries from Greece, five thousand in number. Antiochus had also fifteen hundred Cretans under Eurylochus and a thousand Neocretans under Zelys of Gortyna. With these were five hundred Lydian javelineers and a thousand Cardaces under Lysimachus the Gaul. The cavalry numbered six thousand in all, four thousand of them being commanded by Antipater the king’s nephew and the rest by Themison. The whole army of Antiochus consisted of sixty-two thousand foot, six thousand horse, and a hundred and two elephants.
Ptolemy, marching on Pelusium, made his first halt at that city, and after picking up stragglers and serving out rations to his men moved on marching through the desert and skirting Mount Casius and the marshes called Barathra. Reaching the spot he was bound for on the fifth day he encamped at a distance of fifty stades from Raphia, which is the first city of Coele-Syria on the Egyptian side after Rhinocolura. Antiochus was approaching at the same time with his army, and after reaching Gaza and resting his forces there, continued to advance slowly. Passing Raphia he encamped by night at a distance of ten stades from the enemy. At first the two armies continued to remain at this distance from each other, but after a few days Antiochus, with the object of finding a more suitable position for his camp and at the same time wishing to encourage his troops, encamped so near Ptolemy that the distance between the two camps was not more than five stades. Skirmishes were now frequent between the watering and foraging parties, and there was occasional interchange of missiles between the cavalry and even the infantry.
The kings after remaining encamped opposite each other for five days both resolved to decide matters by a battle. The moment that Ptolemy began to move his army out of camp, Antiochus followed his example. Both of them placed the phalanxes of the picked troops armed in the Macedonian fashion confronting each other in the centre. Ptolemy’s two wings were formed as follows. Polycrates with his cavalry held the extreme left wing, and between him and the phalanx stood first the Cretans, next the cavalry, then the royal guard, then the peltasts under Socrates, these latter being next those Lybians who were armed in the Macedonian manner. On the extreme right wing was Echecrates with his cavalry, and on his left stood Gauls and Thracians, and next them was Phoxidas with his Greek mercenaries in immediate contact with the Egyptian phalanx. Of the elephants forty were posted on the left where Ptolemy himself was about to fight, and the remaining thirty-three in front of the mercenary cavalry on the right wing.
Antiochus placed sixty of his elephants under the command of his foster-brother Philip in front of his right wing, where he was to fight in person against Ptolemy. Behind the elephants he posted two thousand horse under Antipater and two thousand more at an angle with them. Next the cavalry facing the front, he placed the Cretans, then the mercenaries from Greece and next these the five thousand armed in the Macedonian fashion under the command of Byttacus the Macedonian. On his extreme left wing he posted two thousand horse under the command of Themison, next these the Gardacian and Lydian javelineers, then three thousand light-armed troops under Menedemus, after these the Cissians, Medes, and Carmanians, and finally, in contact with the phalanx, the Arabs and neighbouring tribes. His remaining elephants he placed in front of his left wing under the command of Myiscus, one of the young men who had been brought up at court.
The armies having been drawn up in this fashion, both the kings rode along the line accompanied by their officers and friends, and addressed their soldiers. As they relied chiefly on the phalanx, it was to these troops that they made the most earnest appeal, Ptolemy being supported by Andromachus, Sosibius and his sister Arsinoe and Antiochus by Theodotus and Nicarchus, these being the commanders of the phalanx on either side. The substance of the addresses was on both sides very similar. For neither king could cite any glorious and generally recognized achievement of his own, both of them having but recently come to the throne, so that it was by reminding the troops of the glorious deeds of their ancestors that they attempted to inspire them with spirit and courage. They laid the greatest stress, however, on the rewards which they might be expected to bestow in the future, and urged and exhorted both the leaders in particular and all those who were about to be engaged in general to bear themselves therefore like gallant men in the coming battle. So with these or similar words spoken either by themselves or by their interpreters they rode along the line.
(Source: Polybius, The Histories, Vol.IIΙ, Book V, Loeb Classical Library)
Research-Selection for NovoScriptorium: Anastasius Philoponus