After a period of independence for Egypt, Artaxerxes III of Persia conquered Egypt on his 2nd attempt. He had previously tried to conquer Egypt in 351 BC, but in 342, he succeeded. When Artaxerxes III took over Egypt, he had the city walls destroyed, started a reign of terror, and set about looting all the temples. Persia gained a significant amount of wealth from this looting. Aside from the immediate looting, Artaxerxes III raised very high taxes, and basically attempted to weaken Egypt enough that it could never revolt against Persia. For the 10 years that Persia controlled Egypt, religion was persecuted, sacred books were stolen, and Egyptians in general were treated very badly.

In 338 BC, Artaxerxes III was killed by one of his previous advisers, the eunuch Bagoas, and Artaxerxes III’s son Arses became the ruler of Persia. It is unclear whether Arses had control over Egypt, or a Nubian prince named Khabbash was in control of Egypt during Arses’ reign. Whoever was in charge, Bagoas also removed Arses from power in 335, and Darius III became the ruler of Persia and Egypt. Darius III ruled Persia until 330 BC, but in 332 BC, Alexander the Great of Macedonia conquered Egypt, and started the Greco-Roman Period of Egypt