North Italy had been reoccupied by the Romans after the departure of Hannibal, and was protected by three legions, two of which were stationed in the Celtic territory, the third as a reserve in Picenum.

Lower Italy, as far as Mount Garganus and the Volturnus, was, with the exception of the fortresses and most of the ports, in the hands of Hannibal.

He lay with his main army at Arpi, while Tiberius Gracchus with four legions confronted him in Apulia, resting upon the fortresses of Luceria and Beneventum.

In the land of the Bruttians, where the inhabitants had thrown themselves entirely into the arms of Hannibal, and where even the ports--excepting Rhegium, which the Romans protected from Messana--had been occupied by the Phoenicians, there was a second Carthaginian army under Hanno, which in the meanwhile saw no enemy to face it.

The Roman main army of four legions under the two consuls, Quintus Fabius and Marcus Marcellus, was on the point of attempting to recover Capua.