The Ptolemaic Kingdom (^{[pronunciation?]}; Greek: Πτολεμαϊκὴ βασιλεία) in and around Egypt began following Alexander the Great's conquest in 332 BC and ended with the death of Cleopatra VII and the Roman conquest in 30 BC. It was founded when Ptolemy I Soter declared himself Pharaoh of Egypt, creating a powerful Hellenistic state stretching from southern Syria to Cyrene and south to Nubia. Alexandria became the capital city and a center of Greek culture and trade. To gain recognition by the native Egyptian populace, they named themselves the successors to the Pharaohs. The later Ptolemies took on Egyptian traditions by marrying their siblings, had themselves portrayed on public monuments in Egyptian style and dress, and participated in Egyptian religious life. Hellenistic culture thrived in Egypt until the Muslim conquest. The Ptolemies had to fight native rebellions and were involved in foreign and civil wars that led to the decline of the kingdom and its annexation by the Roman Empire.

In 332 BC, Alexander the Great, King of Macedon invaded the Achaemenid satrapy of Egypt. He was welcomed by the Egyptians as a deliverer. He visited Memphis, and traveled to the oracle of Amun at the Oasis of Siwa. The oracle declared him to be the son of Amun. He conciliated the Egyptians by the respect which he showed for their religion, but he appointed Greeks to virtually all the senior posts in the country, and founded a new Greek city, Alexandria, to be the new capital. The wealth of Egypt could now be harnessed for Alexander's conquest of the rest of the Persian Empire. Early in 331 BC he was ready to depart, and led his forces away to Phoenicia. He left Cleomenes as the ruling nomarch to control Egypt in his absence. Alexander never returned to Egypt.