The Battle of Raphia was fought on 22 June 217 BC near modern Rafah between the forces of Ptolemy IV Philopator, king and pharaoh of Ptolemaic Egypt and Antiochus III the Great of the Seleucid Empire during the Syrian Wars.

The two largest Hellenistic kingdoms in the 3rd century BC, Ptolemaic Egypt and the Seleucid Empire, repeatedly fought for control of Syria in a series of conflicts known as the Syrian Wars.

One night, Theodotus the Aetolian, formerly an officer of Ptolemy, sneaked inside the Ptolemaic camp and reached what he presumed to be the King's tent to assassinate him; but he was absent and the plot failed.

Antiochus' army was composed of 5,000 lightly armed Daae, Carmanians, and Cilicians under Byttacus the Macedonian, 10,000 Phalangites (the Argyraspides or Silver Shields) under Theodotus the Aetolian, the man who had betrayed Ptolemy and handed much of Coele Syria and Phoenicia over to Antiochus, 20,000 Macedonian Phalangites under Nicarchus and Theodotus Hemiolius, 2,000 Persian and Agrianian archers and slingers with 2,000 Thracians under Menedemus (Μενέδημος) of Alabanda, 5,000 Medes, Cissians, Cadusii, and Carmanians under the Aspasianus the Mede, 10,000 Arabians under Zabdibelus, 5,000 Greek mercenaries under Hippolochus the Thessalian, 1,500 Cretans under Eurylochus, 1,000 Neocretans under Zelys the Gortynian, and 500 Lydian javelineers and 1,000 Cardaces (Kardakes) under Lysimachus the Gaul.

Four thousand horsemen under Antipater, the nephew of the King and 2,000 under Themison formed the cavalry and 102 Indian war elephants marched under Philip and Myischos.

His forces consisted of 3,000 Hypaspists under Eurylochus the Magnesian (the Agema), 2,000 peltasts under Socrates the Boeotian, 25,000 Macedonian Phalangites under Andromachus the Aspendian and Ptolemy, the son of Thraseas, and 8,000 Greek mercenaries under Phoxidas the Achaean, and 2,000 Cretan under Cnopias of Allaria and 1,000 Neocretan archers under Philon the Cnossian.

Ptolemy's diminutive African elephants retreated in panic before the impact with the larger Indians and ran through the lines of friendly infantry arrayed behind them, causing disorder in their ranks.

At the same time, Antiochus had led his cavalry to the right, rode past the left wing of the Ptolemaic elephants charging the enemy horse.

After the battle, Antiochus wanted to regroup and make camp outside the city of Raphia but most of his men had already found refuge inside and he was thus forced to enter it himself.

Ptolemy owed his victory in part to having a properly equipped and trained native Egyptian phalanx, which for the first time formed a large proportion of his phalangitis, thus ending his manpower problems.

The self-confidence the Egyptians gained was credited by Polybius as one of the causes of the secession in 207–186 of Upper Egypt under pharaohs Hugronaphor and Ankhmakis, who created a separate kingdom that lasted nearly twenty years.