The Late Dynastic Period (1085—332 BC), sometimes called the Third Intermediate Period, was, on the whole, a period of decline, with occasional flashes of energy, as in the 22 Dynasty. (945—715 BC). These later rulers controlled Egypt mainly from the Delta where the capital was moved from one city to another, while the High Priest, and later Priestess, of Amun (usually of the royal family) controlled Upper Egypt. Under the 25 Dynasty. (с 747—656 BC) Egypt was invaded by the Assyrians and both Thebes and Memphis were sacked.

There was a slight revival in the 26 or Saite Dynasty. (664—525 BC) but more on the artistic than on the political side. Large foreign colonies developed and Egypt, for the first time, opened its borders to the Greeks who settled at Naukratis in the Delta. Many Greek mercenaries joined the Egyptian army. Necho II (610 BC) again ventured into Western Asia but was crushingly defeated by Nebuchadnezzar of Babylon at Carchemish, in 605 BC. Nearly a century later Psamtik III (526 BC), the last king of the dynasty, was defeated by the Persians at Pelusium. Memphis and the whole of Egypt became a Persian satrap. The 27 Dynasty. (525—404 BC) was composed of Persian, not native, rulers and, although there was a brief attempt at rebellion in the 29—30 Dynasties (398—343 BC), Egypt really remained under effective Persian control until the arrival of Alexander in 332 BC.