The death of Ptolemy IV in 204 had been followed by a bloody conflict over the regency as his heir, Ptolemy V, is just a child.

The conflict had begun with the murder of the dead king's wife and sister Arsinoë by the ministers Agothocles and Sosibius.

The fate of Sosibius is unclear, but Agothocles seems to have held the regency for some time until he was lynched by the volatile Alexandrian mob.

The regency had been passed from one adviser to another, and the kingdom is in a state of near anarchy.Seeking to take advantage of this turmoil, Antiochus III stages a second invasion of Coele-Syria.

He makes an agreement with Philip V of Macedon to conquer and share the Ptolemies' overseas territories, although this greedy alliance does not last long.

Antiochus quickly sweeps through the region.

After a brief setback at Gaza, he deliversa crushing blow to the Ptolemies near the head of the River Jordan which earns him the important port of Sidon.

After some years of warfare, economic troubles lead the Ptolemaic government to increase taxation, which in turn feeds the nationalist fire.

In order to focus on the home front, Ptolemy signs a conciliatory treaty with Antiochus in 195, leaving the Seleucid king in possession of Coele-Syria and agreeing to marry Antiochus' daughter Cleopatra.