he slew; and the other, who chose to live a private and quiet life, he had in esteem.
2. When Alexander Janneus had settled the government in the manner that he judged best, he made an expedition against Ptolemais; and having overcome the men in battle, he shut them up in the city, and sat round about it, and besieged it; for of the maritime cities there remained only Ptolemais and Gaza to be conquered, besides Strato's Tower and Dora, which were held by the tyrant Zoilus. Now while Antiochus Philometor, and Antiochus who was called Cyzicenus, were making war one against another, and destroying one another's armies, the people of Ptolemais could have no assistance from them; but when they were distressed with this siege, Zoilus, who possessed Strato's Tower and Dora, and maintained a legion of soldiers, and, on occasion of the contest between the kings, affected tyranny himself, came and brought some small assistance to the people of Ptolemais; nor indeed had the kings such a friendship for them, as that they should hope for any advantage from them. Both those kings were in the case of wrestlers, who finding themselves deficient in. strength, and yet being ashamed to yield, put off the fight by laziness, and by lying still as long as they can. The only hope they had remaining was from the kings of Egypt, and from Ptolemy Lathyrus, who now held Cyprus, and who came to Cyprus when he was driven from the government of Egypt by Cleopatra his mother. So the people of Ptolemais sent to this Ptolemy Lathyrus, and desired him to come as a confederate, to deliver them, now they were in such danger, out of the hands of Alexander. And as the ambassadors gave him hopes, that if he would pass over into Syria, he would have the people of Gaza on the side of those of Ptolemais; as also they said, that Zoilus, and besides these the Sidonians, and many others, would assist them; so he was elevated at this, and got his fleet ready as soon as possible.
3. But in this interval Demenetus, one that was of abilities to persuade men to do as he would have them, and a leader of the populace, made those of Ptolemais change their opinions; and said to them, that it was better to run the hazard of being subject to the Jews, than to admit of evident slavery by delivering themselves up to a master; and besides that, to have not only a war at present, but to expect a much greater war from Egypt; for that Cleopatra would not overlook an army raised by Ptolemy for himself out of the neighborhood, but would come against them with a great army of her own, and this because she was laboring to eject her son out of Cyprus also; that as for Ptolemy, if he fail of his hopes, he can still retire to Cyprus, but that they will be left in the greatest danger possible. Now Ptolemy, although he had heard of the change that was made in the people of Ptolemais, yet did he still go on with his voyage, and came to the country called Sycamine, and there set his army on shore. This army of his, in the whole horse and foot together, were about thirty thousand, with which he marched near to Ptolemais, and there pitched his camp. But when the people of Ptolemais neither received his ambassadors, nor would hear what they had to say, he was under a very great concern.
4. But when Zoilus and the people of Gaza came to him, and desired his assistance, because their country was laid waste by the Jews, and by Alexander, Alexander raised the siege, for fear of Ptolemy: and when he had drawn off his army into his own country, he used a stratagem afterwards, by privately inviting Cleopatra to come against Ptolemy, but publicly pretending to desire a league of friendship and mutual assistance with him; and promising to give him four hundred talents of silver, he desired that, by way of requital, he would take off Zoilus the tyrant, and give his country to the Jews. And then indeed Ptolemy, with pleasure, made such a league of friendship with Alexander, and subdued Zoilus; but when he afterwards heard that he had privily sent to Cleopatra his mother, he broke the league with him, which yet he had confirmed with an oath, and fell upon him, and besieged Ptolemais, because it would not receive him. However, leaving his generals, with some part of his forces, to go on with the siege, he went himself immediately with the rest to lay Judea waste; and when Alexander understood this to be Ptolemy's intention, he also got together about fifty thousand soldiers out of his own country; nay, as some writers have said, eighty thousand (33) He then took his army, and went to meet Ptolemy; but Ptolemy fell upon Asochis, a city of Galilee, and took it by force on the sabbath day, and there he took about ten thousand slaves, and a great deal of other prey.
5. He then tried to take Sepphoris, which was a city not far from that which was destroyed, but lost many of his men; yet did he then go to fight with Alexander; which Alexander met him at the river Jordan, near a certain place called Saphoth, [not far from the river Jordan,] and pitched his camp near to the enemy. He had however eight thousand in the first rank, which he styled Hecatontomachi, having shields of brass. Those in the first rank of Ptolemy's soldiers also had shields covered with brass. But Ptolemy's soldiers in other respects were inferior to those of Alexander, and therefore were more fearful of running hazards; but Philostephanus,
