This is the second part in a series on the militaries of the Macedonian Successor states which grew out of the Wars of the Diadochi that followed the death of Alexander the Great. For the next century after his death, these kingdoms were defended by armies that represented the greatest fighting forces in the Hellenistic World. Each differed from the other in fascinating ways, as will be shown.

(To read the first installment in this series, The Armies of the Successor Kingdoms: The Seleucids, go here.)

When Alexander died in Babylon in 323BC, the Macedonian leadership reassigned the Satrapies (governorships) of the empire. Ptolemy son of Lagos, Alexander’s childhood friend and one of the inner circle of “Bodyguards” and generals, was appointed Satrap of Egypt.

Ptolemy arrived with no soldiers and no treasury of his own. But he used the riches of Egypt to hire a large force of mercenaries, and wasted no time in stealing the body of Alexander as it passed through Syria on the way to burial in Macedonia. He took it first to Memphis, and later to rest in his newly-constructed capital of Alexandria. This hijacking of the conqueror’s corpse was a declaration of revolt against the regency of Perdiccas in Babylon; and ignited the subsequent Wars of the Diadochi. Throughout the next 50 years of near-continuous conflict, Ptolemy alone showed no interest in reuniting the Empire of Alexander under his rule; but single-mindedly worked to build a self-sufficient kingdom centered on the Lower-Nile.


After Alexander the Eastern Mediterranean was awash in unemployed fighting men. These mercenaries were of various types, “light” and “heavy”[1]; the most desired being Macedonian or other nationalities trained to fight like Macedonian phalangites. These were the battle-winners in the wars of the Diodachi. Cavalry were also prized, particularly heavy cavalry lancers of Macedonian or Thessalian origin. Such horsemen were in vary short supply, and when available served usually in the bodyguard regiments of the various Satraps, Successor kings and generals.

Light infantry were more readily available. Of these, Cretan archers, Rhodian slingers, and javelin-and-spear armed Peltasts (particularly those from Thrace) or Thureophoroi  were the most valuable. In the 3rd century, after the Celtic invasion of Greece and Anatolia, Celtic “Galatians” also became much sought after soldiers-for-hire.

With the tremendous wealth of Egypt to draw on Ptolemy I was able to not only hire an army of such mercenaries and hold onto Egypt; he succeeded in creating the longest-lasting of all the Successor Kingdoms. He was remembered by his people and history as Ptolemy Soter (“The Savior”).

His first test came in 321 BC, when Egypt was invaded by Perdiccas, the Macedonian Regent for Alexander the Great’s infant child. Perdiccas led the “Grande Armee” of the Macedonian Empire against Ptolemy, and should have had little trouble in unseating him from his newly-held stronghold. However, he was daunted by the Nile, and unable to cross in the face of resistance. Delay led to disaffection among his troops, who could see no reason they should be fighting the popular Ptolemy to further the ambitions of the haughty Perdiccas (and they took particular exception to seeing comrades drown or eaten by Nile crocodiles in the process). The impasse was solved by Perdiccas’ subordinate officers: Seleucus (the future founder of the Seleucid Dynasty), Peithon, and Antigenes (commander of the elite “Silver Shields” regiment) murdered the Regent in his tent.

The two armies joined as one, and peace within the Macedonian Empire was (briefly) restored. Some of the soldiers of the Imperial army stayed in Egypt to serve Ptolemy; and many settled in the country, becoming the nucleus for a Macedonian military colony.

In 312 BC Ptolemy faced yet another Diodachi opponent at the Battle of Gaza; this time the son and heir of Antigonus “One Eyed” (Monophthalmus), the 23 year old Demetrius (later known as Poliorcetes, “The Besieger”). Ptolemy was triumphant, routing Demetrius and capturing all  of his 43 elephants and some 8,000 of his infantry. Many of the latter were Macedonians or Greek mercenaries. These were taken back to Egypt as prisoners of war.

1384320 Demetrius’ Agema fighting Ptolemy’s Companions at Gaza, 312 BC

Throughout his reign Ptolemy I Soter settled both discharged mercenaries and Macedonian and Greek prisoners-of-war in Lower Egypt (mostly in the Nile Delta region) as kleruchs (military colonists). They and their descendants provided the “Macedonian” kleruch phalanx that made up the infantry home guard of the Ptolemaic kingdom in its first two centuries, as well as the kleruch cavalry. From this population were also recruited the Royal Guards of the Ptolemaic kings. Fresh drafts of mercenaries from Greece, Thrace, and Anatolia were ever-after recruited to garrison far-flung outposts, provide marines for Egypt’s superb navy, and to bolster the fighting effectiveness of the indigenous Ptolemaic army on specific campaigns.

Unlike the Seleucids, who were a land power and had a large pool of European military settlers to draw upon, the Ptolemies were primarily a naval power. Their wealth (in part) and power derived from their overseas’ interests in the Eastern Mediterranean (particularly Cyprus) and the Aegean islands, and from towns and cities they controlled along the Thracian and Anatolian littoral.

Reliance on Hellenic and “barbarian” mercenaries was to become a hallmark of the Ptolemaic kings that followed Soter on the throne. While money was seldom an issue, reliable indigenous troops were always in short supply. The Army reflected this, with the bulk of their forces composed of mercenary garrisons holding towns and fortresses scattered across their empire, and serving as marines aboard their fleet.

As with the Seleucids, the army was comprised of three parts: The guard units stationed in or around Alexandria; the reservists, at first predominantly Greco-Macedonian kleruchs, and later including Egyptian machimoi; and finally the mercenaries.


Unlike their rivals the Seleucids, the Ptolemies maintained a relatively small force of full-time soldiers to act as a Royal Guard around the sovereign. As previously stated, these were drawn from the Macedonian and other Greek kleruchs, settled in Egypt by the first Ptolemy.

thereo Royal Foot Guards

The guard troops consisted of a cavalry Royal Guard (Hetairoi?) 700 strong; and an infantry Royal Guard (Basilikon Agema) 3,000 strong. The cavalry were lance armed (xystophoroi), and as late as 200 BC were shieldless, using their lance with one or both hands in the traditional Macedonian and Thessalian style. The infantry guard fought on campaign as phalangites (though in their role of palace guard it is more likely that they carried a spear than a long, unwieldy pike). A 1,000 man sub-unit within the Agema may have been trained to fight as more traditional hypaspists or as thorakitai (spear or spear-and-javelin armed, fast moving heavy infantry). It is also plausible that this sub-unit was solely tasked with actual guard duty at the royal palace; the rest of the Agema garrisoning the city at large. Of course this is all mere speculation, as the sources provide little details of these soldier’s actual daily duties.

A further 2,000 “Peltast” are listed at the Battle of Raphia (217 BC), posted next to the Agema. These too might have been a unit of the regular guards (though it is just as likely they were mercenaries). The name should not be confused with the traditional light troop type called “peltasts” in Greek warfare, which referred to a type of light skirmish infantry originating in Thrace. By the late 3rd century BC the term was being used to mean phalangites carrying a small, bronze-faced round shield called a “pelta”. The traditional peltast-skirmishers of old were now called thureophoroi (having replaced their smaller pelta shields with a long, light oval shield called a thureos, and added a thrusting spear to their traditional javelins).

1384324.jpg Royal Guard Cavalry

After Raphia a “picked” unit of native Egyptians joined the guard, referred to in the sources as Machimoi Epilektoi (meaning elite or select machimoi). The machimoi were the native Egyptian warrior caste, which had been suppressed by the Persian authorities and not utilized by the Ptolemies till the crises of the Fourth Syrian War; when Ptolemy IV was forced to draft them into his phalanx to meet the Seleucid invasion (see below). This picked force within the guard, drawn from this Egyptian warrior caste, reflects the reality of a revival of ethnic Egyptian political involvement following their mobilization for Raphia; after which they could no longer be ignored. Neither their numeric strength nor armament are known. As with much of the Ptolemaic army after the reforms of  Ptolemy VI Philometor, they may have been trained and equipped as thureophoroi from the 160s onward .

Finally, the sons of the kleruch military settlers received their military training in a corps of cadets, called the Epigoni (“Heirs”). How long the young men had to serve in this force is unknown. But since they are unlisted at Raphia, it is likely that this was not a combat unit, but instead a training cadre; and that following their training they returned to their father’s farms, to be mobilized as part of the kleroi phalanx if needed.


The Graeco-Macedonian kleroi provided the phalanx of the Ptolemaic Empire. At Raphia these numbered 25,000 (according to Polybius). They were all men of at least partial Macedonian or Greek descent. However, it should be noted that the term “Macedonian”, when used in the ancient sources to refer to a Hellenistic body of troops, only meant men who fought in the “Macedonian style”, as phalangites; and not necessarily to exact ethnicity.

1384332.jpgThe Ptolemaic “Macedonian” phalanx was equipped much as their counterparts in other Hellenistic kingdoms, with the two-handed sarissa (pike) and a smallish (22”-28”) shield (called a “pelte” in the later Hellenistic Period). While all phalangites were equipped with a helmet, at least the front rankers (if not all) wore cuirass and greaves. In battle they formed-up 16-32 ranks deep (at Raphia the Ptolemaic phalanx formed 24 ranks deep; perhaps to gain extra weight against their better-quality Seleucid counterparts). The phalanx had two density orders: pyknosis, the standard battle order in which each man occupied 3’ of frontage; and synaspismos (“locked shields”), in which each man occupied a mere 1.5’ frontage. This latter density was only used to receive an assault, and was seldom used when a phalanx was advancing as it allowed little room for maneuver.

The phalanx aside, small numbers of kleruch settlements were assigned to discharged Thracian and Galatian mercenaries; so that such “ethnic” troops, fighting in their own unique national styles, would be available indigenously. 4,000 such “mercenary kleruchs” were available for battle in 217 BC, fighting in their own style.


Cavalry kleruchs numbered about 2,300 at the Battle of Raphia. The army by that time had degenerated after decades of neglect, and in the previous generation may have numbered twice as many. While their equipment likely came from government armories, each man had to supply his own horse. It is also likely that they fought in their traditional fashion, as either xystophoroi or armed with shield and javelin. Most would have been “heavy cavalry”.

As time went on, the quality of the Graeco-Macedonian kleruch soldiers deteriorated to the point where they ceased to be a military force. Mercenaries, particularly thorakitai and thureophoroi, became the mainstay of the Ptolemaic army. These were just as capable (or more so) than “national” troops to garrison distant fortresses. But in pitched battle were unlikely to be either as loyal or willing to stand and die for their king as the “national” troops of earlier days.


Egypt was a very old land with a very long history. By the time Alexander the Great arrived in Egypt, the builders of the pyramids were as ancient to him as he is to our time! Ancient Egypt had a pseudo-caste system, and the machimoi were the hereditary Egyptian warrior caste. The Persians had ignored them when they were masters of the land, and under the Macedonian Ptolemies they had never been called to fight in the army; though they did serve in the fleet.

In 219 BC the Fourth Syrian War began with the Seleucid king Antiochus III invading the Ptolemaic lands of Phoenicia and Coele-Syria (“Hollow-Syria”, Palestine). Fortunately for Ptolemaic administration, he paused to consolidate his control of these territories rather than pressing on into Egypt. This gave the court of Alexandria time to prepare.

The Ptolemaic army had been idle for nearly a generation, and was in no condition to face the stronger Seleucid army under its energetic young king. Ptolemy IV, himself a young king newly risen to the throne (Ptolemy IV and Philip V of Macedon both came to their respective thrones in 221 BC, just two years after Antiochus III). Unlike his warlike Seleucid rival, Ptolemy was a weak and dissolute creature, controlled by his corrupt ministers. However corrupt they may have been, they were resourceful. They used the time they had to prepare the army for battle.

The kleruch reservists were called-up and drilled, and mercenaries were hired from Greece and the Aegean. Most consequentially, for the first time, the crises caused the Ptolemaic government to begin recruiting from the native Egyptian population.

They trained 20,000 Egyptian machimoi as phalangites, to fight in their own phalanx beside the 25,000 Graeco-Macedonian kleruch phalangites. It was a bold (and, as it turned out, dangerous) move to arm the machimoi. Macedonian control of Egypt relied more on Egyptian apathy than on the loyalty of the people. Given arms and training equal to the Macedonians, the native Egyptians were soon agitating for greater equality. The next reign was plagued by revolts.

At the Battle of Raphia in 217 BC, the machimoi phalanx gave good service. Standing beside the Graeco-Macedonian kleruchs in the battle line, they faced off against the vaunted Seleucid phalanx of Graeco-Macedonians, and ultimately routed it from the field.


As already stated, the bulk of the Ptolemaic army was comprised of mercenary garrisons and auxiliaries. Macedonian mercenaries were primarily available during the early years of the Diodachi Wars, while Macedon was in turmoil and remnants of Alexander’s army were still available for recruitment in Asia. However, as the political situation solidified in the early 3rd century, the later Ptolemies had no access to true Macedonians; as that kingdom was now ruled by their rivals, the Antigonids. Mercenaries from the other Greek states were still both prized and available. 8,000 mercenary Greek phalangites fought in the Ptolemaic ranks at Raphia. At least 6,000 Aetolians were brought to Alexandria by the mercenary general, Scopas, in 200 BC.

1384336From their coastal possessions in Thrace and Anatolia, they were able to recruit the warlike peoples of the interiors: Thracians, Galatians, Lycians and Pamphlians. Most of these fought as thureophoroi. Libyans are mentioned, but whether these are from Greek Cyrene or the Libyan desert-dwelling tribes is unknown. Cretan archers and Rhodian slingers were also prized specialist troops. Judeans and Idumean Arabs were also recruited, but seem to have been used mostly as police and border patrol forces.

Oddly, the Ptolemies seem to have made no use of the Nubian archers of the Northern Sudan; which had served to good effect in the ancient armies of the Pharaohs, and in the Medieval armies of Muslim Egypt.


As the kingdom became a virtual client kingdom of Rome following Pompey‘s “Eastern Settlement” in the first half of the 1st century BC, Roman and Italian soldier’s of fortune joined the ranks of the Ptolemaic mercenaries. In 51 BC, Ptolemy XII was restored to his throne by Roman intervention. A force of 2,000 Roman troops were left in Alexandria to keep him in power. These came to be known as the Gabiniani (in reference to the Roman general, Aulus Gabinius who had led the Roman expedition to Egypt); and soon adopted the manners of their new country and became just another group of mercenaries.

So alienated had they become from their mother country that when in 50BC the Governor of Syria, Marcus Calpurnius Bibulus sent his sons to Alexandria to summon them to Syria to oppose a Parthian attack, the Gabiniani (happy in their current station) not only refused; they murdered the Governor’s sons!

The Gabiniani became deeply involved in Alexandrian politics, and supported Ptolemy XIII against his older sister, Cleopatra VII. She had earned their enmity after she turned the murderers of Bibulus’ sons over to the Romans for justice. The following year, 49 BC, they helped drive her out of Alexandria.

When Caesar defeated Pompey at Pharsalus in August 48 BC, the defeated former Triumvir fled to Egypt. Ptolemy XIII’s powerful advisers had supported Pompey with troops in the civil war, and now sought to curry favor with the victor by murdering Pompey. It was two leading members of the Gabiniani, a former Tribune Lucius Septimius and a Centurion Salvius who carried out the bloody treachery.

To the surprise of the Ptolemaic court, Caesar was not pleased by the murder of his former son-in-law; and upon settling into Alexandria with a small force, he brought Cleopatra VII back to the capital. This led to conflict with Ptolemy, his advisers and the army (led by a general named Achillas). Caesar and the single legion which had accompanied him found themselves besieged in the capital; a struggle which came to be called the Alexandrian War. The Gabiniani played an important role as the core of Achillas’ army, and were reinforced by “fugitive criminals and exiles” from the neighboring Roman provinces, swelling their ranks. Caesar triumphed in the end, and the Gabiniani suffered annihilation in the final battles.


A veteran centurion of the Gabiniani

After the Alexandrian War, Caesar carried on an affair with Cleopatra. When he departed Egypt to continue the fight against his remaining enemies, he left three legions in Egypt to safeguard her reign . After Caesar’s assassination in 44 BC, Marc Antony became the most powerful man in Roman Empire (along with his partner-in-power, Octavian Caesar). He soon became Cleopatra’s lover and ultimately her husband. While resident in Alexandria, he reorganized her guard, now comprised of Romans loyal to the two of them.


The Ptolemies maintained a large arsenal of artillery at Alexandria. Machines of various sizes were built and maintained. These ranged from stone throwing ballistae to bolt-shooting catapults. The torsion-powered catapult was perfected in the Hellenistic Period, with Alexandria and Syracuse the chief centers of scientific experimentation and development of artillery.

This type of engine was the supreme artillery weapon of the world until gunpowder. As late as the second decade of the 18th century, a French military writer (the Chevalier de Folard) argued for returning to torsion-powered catapults; as they were as accurate as the cannon of the day and cheaper to operate! Torsion-powered machines had great range and power, the longest shot recorded being 800 yards, firing a 6’ long bolt. This was an extreme range from a large machine. The average catapult shot a bolt half that size and half as far. Torsion power was provided by tightly bound skeins of sinew or human hair (there was a great market in the Hellenistic Kingdoms for hair, and women of the poorer-classes regularly sold their long locks).

1384344Engines of various size were used in siege warfare (both for attacking and defending cities and fortresses). Tarn argued that they were not used in Hellenistic naval warfare, that it was the Romans who first mounted engines on shipboard; but this view is not generally accepted.2 Artillery was only very rarely used in land battle during the Hellenistic Period, such as by Alexander to force a crossing of the Jaxartes River against the Massagetae; or at the third Battle of Mantinea in 207 BC by the Spartan Tyrant, Machanidas (where it had no appreciable effect on the outcome of the battle). The main reason that the powerful and accurate ancient artillery was not more widely used is likely because of their lack of mobility, the fluid nature of field battles, and the time it took to construct these wooden engines on the battlefield (they were never moved about in one piece, as often shown in Hollywood movies; but instead assembled on site as needed).

Elephants were another specialty force within the Ptolemaic army. Originally, Ptolemy I Soter may have had a few Indian elephants taken from the army of Perdiccas the Regent; and 43 more were captured from Demetrius following the victory at Gaza. But when these died, no source for Indian elephants was available. Starting with Ptolemy II Philadelphos expeditions were sent out to capture and train the smaller Forest Elephant; found along the Red Sea coast and south as far as Abyssinia. Originally these beasts were trained by imported Indian mahouts. Later mahouts were Greek or Egyptian; though they were still referred to as “Indians”. No record exists for the size of the Ptolemaic herd. But at Raphia in 217 BC there were 73 elephants on the Ptolemaic side.

1384390.jpgDuring this battle, the larger Seleucid Indian Elephants dominated their Ptolemaic opponents. According to Polybius, even the smell of the Indian beasts intimidated the smaller African Forest Elephants.


With possessions sprawled across the Eastern Mediterranean, the fleet was perhaps the most important element in the Ptolemaic military. While not technically within the scope of this discussion, a few words about this vital arm are appropriate.

1384349 Successor Penteres/Quinquereme (5-rower), ship-of-the-line of the Hellenistic and Roman world

From the beginning of the Wars of the Diadochi, fleet actions had played an important part. Demetrius Poliorcetes was able to wrest control of the sea (and Cyprus) from Ptolemy Soter by victory in the Battle of Salamis-in-Cyprus, in 306 BC. For the next twenty years, Demetrius and the Antigonids controlled the largest fleet in the Mediterranean. After Demetrius’ capture by Seleucus in Cilicia in 286 BC, the Antigonid fleet went over to Ptolemy. This gave the Ptolemies (on paper) somewhere between 300 – 400 warships; with Tarn’s estimate of 336 first-rate warships seeming persuasive.3

1384395 An Octeres (8-rower). Several of these formed the vanguard of Antony’s fleet at Actium in 31 BC. The hypothetical arrangement of the rowers here depicted arranges them in three tiers, as seen in a trireme. Most scholars suggest a two-tier arrangement

For most of the 3rd century, the Ptolemaic fleet was the most powerful fleet in the Mediterranean; surpassing in size that of either Carthage (max of 200 ships) or Rome (250 ships)4; and possessing a variety of much larger and more powerful ships than either (including the largest warship built in the ancient world, a tessarakonteres, or 40-rower).

1384360.jpg Artist speculative reconstruction of the tessarakonteres of Ptolemy II. Some scholars have speculated that this ship may, in fact, have been a double-hauled catamaran; with a single deck overlaying and connecting two large hulls.

During the reign of the dissolute Ptolemy IV, the fleet was allowed to deteriorate (wooden ships rot if left without maintenance and replacement). From 201 BC onward, the fleet only took to the sea in small squadrons. Cleopatra VII, the last of the Ptolemies, was able to furnish but 60 ships for service under Antony for the Battle of Actium in 31 BC. These included some large warships, including a number of deceres (10-rowers). Due to malaria sweeping through the Antonine camp, the entire fleet was undermanned during the battle. This depletion in rowers meant a lack of propulsion; accounting for the unusual sluggishness of the entire fleet, and particularly the great “dreadnaughts”, the larger warships. Octavian’s light libernians were able to maintain a safe distance throughout the battle. This led to a myth that larger warships were lumbering behemoths, more for show than effectiveness. This was untrue, and in most of the fleet actions in the 3rd century very large galleys (particularly the 16er of Demetrius and the 18er of his son, Antigonas Gonatas) were speedy if not nimble warships capable of leading the charge in battle.


Though neither the largest or best of the Successor Kingdom armies, the Ptolemaic forces were able maintain an empire that controlled much of the Eastern Mediterranean for nearly three centuries. At its “high-water mark”, in the 240’s, a Ptolemaic army under the mercenary general Xanthippus the Spartan marched as far as Babylon (and, by one account, into the Eastern Satrapies). At Raphia in 217 BC it managed to win the greatest Successor battle since Ipsus  84 years earlier against a very formidable Seleucid army. At sea, the Ptolemaic fleet ruled the Eastern Mediterranean for generations. Long after their rivals, the Antigonids of Macedon and the Seleucids of Syria had fallen under the control of the Romans, the Ptolemaic kingdom remained the last independent Hellenistic Kingdom.

1384398.jpgUnder the last Ptolemaic kings, Egypt became a virtual client-kingdom of Rome. Even so, the last Ptolemaic ruler, the famed Cleopatra VII, nearly managed to restore the lost glory of her dynasty through the skilled manipulation of the two most powerful Romans of her day: Julius Caesar and Marc Antony. She was a woman of famous whit and charm, and undoubted intelligence. Cleopatra  has this distinction: Rome only feared two individuals. One was Hannibal; the other was Cleopatra.



Click here for an excellent write-up on the Battle of Raphia.

  1. The designation of “light” or “heavy” regarding ancient soldiers referred not to the amount of armor they wore, but to their role in battle. “Light” infantry and cavalry were those troops expected to fight in a looser order (more distance between and less rigid formations) than their “heavier” counterparts. They typically fulfilled specialists roles as scouts, skirmishers, missile troops, the mobile links between cavalry and the heavy infantry in battle, and often specialized in fighting in rough terrain. Light cavalry were particularly useful in the scouting role, and in harassing an enemy army on the march or pursuing a broken foe after battle. Because these roles required mobility and (often) rapid maneuver, they tended to wear less armor than the “heavy” troops; though in some cases certain “elite” light troops wore as much body armor as their comrades in the “heavy” units. “Heavy” troops were the mainstay of most ancient army, and in most cases were the greater number of troops. These were expected to “hold the line”, and engage the enemy at close quarters. If cavalry, they were typically used in “shock” role, charging the enemy to disorder or shatter his formations. Heavy infantry were typically the “line” troops, and in the case of the Macedonians and their Successor states usually comprised the phalanx and Greek mercenary hoplites (though these faded very soon from the battlefield by the 3rd century BC, replaced by either phalangites fighting in the Macedonian style, or light infantry armed with spear-and-javelin).

2. See Tarn, W.W., Hellenistic Military and Naval Developments; Ares Publishers Inc, Chicago, 1930; P.120

3. Tarn, W.W., Antigonos Gonatas; Appendix X

4. Polybius puts the Carthaginian and Roman fleets in the First Punic War at an impossibly high number of 330 and 350 warships, respectively. But Professor W. W. Tarn’s careful analysis of Polybius’ figures (JHS, vol. 27) downsizes both to a more acceptable number.


Some of the artwork in this article has been reproduced with the permission of Osprey Publishing, and is © Osprey Publishing, part of Bloomsbury Publishing Plc.


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