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In the mid-2nd-century BC Rome was the dominant power in the Mediterranean region, while Carthage was a large city-state in the northeast of what is now Tunisia. The Carthaginians were referred to by the Romans by the Latin word Punicus (or Poenicus) which is a reference to Carthage's Phoenician origin. "Punic" derives from this usage. Carthage and Rome fought the 23-year-long First Punic War from 264 to 241 BC and the 17-year-long Second Punic War between 218 and 201 BC. Both wars ended with Roman victories; the Second was when the Roman general Scipio Africanus defeated Hannibal, the premier Carthaginian general of the war, at the Battle of Zama, 160 kilometres (100 mi) southwest of Carthage. Africanus imposed a peace treaty on the Carthaginians which stripped them of their overseas territories, and some of their African ones. An indemnity of 10,000 silver talents was to be paid over 50 years. Hostages were taken and Carthage was prohibited from waging war outside Africa, and in Africa only with Rome's express permission. Many senior Carthaginians wanted to reject it, but Hannibal spoke strongly in its favour and it was accepted in the spring of 201 BC. Henceforth it was clear that Carthage was politically subordinate to Rome.

At the end of the war Masinissa, an ally of Rome emerged as by far the most powerful ruler among the Numidians, the indigenous population which controlled much of what is now Algeria and Tunisia. Over the following 50 years, he repeatedly took advantage of Carthage's inability to protect its possessions. Whenever Carthage petitioned Rome for redress, or permission to take military action, Rome backed Masinissa and refused. Masinissa's seizures of and raids into Carthaginian territory became increasingly flagrant. In 151 BC Carthage raised a large army commanded by the previously unrecorded Carthaginian general Hasdrubal and, the treaty notwithstanding, counter-attacked the Numidians. The campaign ended in disaster at the Battle of Oroscopa and the army surrendered; many Carthaginians were subsequently massacred by the Numidians. Hasdrubal escaped to Carthage, where, in an attempt to placate Rome, he was condemned to death.

Carthage paid off its indemnity in 151 BC and was prospering economically, but was no military threat to Rome. Nevertheless, there had long been a faction within the Roman Senate that had wished to take military action against Carthage. For example, the dislike of Carthage by the senior senator Cato was so well known that since the 18th century, he has been credited with ending all of his speeches with Carthago delenda est ("Carthage must be destroyed"). The opposing faction included Scipio Nasica, who argued that fear of a strong enemy such as Carthage would keep the common people in check and avoid social division. Cato was a member of an embassy to Carthage, probably in 153 BC, and noted her growing economy and strength; Nasica was likely a member of the same embassy. Using the illicit Carthaginian military action as a pretext, Rome began preparing a punitive expedition.

Modern scholars have advanced several theories as to why Rome was eager for war. These include a Roman fear of Carthaginian commercial competition; a desire to forestall a wider war which might have broken out with the death of Masinissa, who was aged 89 at the time; the factional use of Carthage as a political "bogeyman", irrespective of her true power; a greed for glory and loot; and a desire to quash a political system which Rome considered anathema. No consensus has been reached regarding these and other hypotheses. Carthaginian embassies attempted to negotiate with Rome, which responded evasively. The large North African port city of Utica, some 55 km (34 mi) north of Carthage, went over to Rome in 149 BC. Aware that its harbour would greatly facilitate any assault on Carthage, the Senate and the People's Assembly of Rome declared war on Carthage.

The Romans elected two men each year, known as consuls, as senior magistrates, who at times of war would each lead an army; on occasion, their term was extended. A large Roman army landed at Utica in 149 BC under both consuls for the year, Manius Manilius commanding the army and Lucius Marcius Censorinus the fleet. The Carthaginians continued to attempt to appease Rome and sent an embassy to Utica. The consuls demanded that they hand over all weaponry, and reluctantly the Carthaginians did so. Large convoys took enormous stocks of equipment from Carthage to Utica. Surviving records state that these included 200,000 sets of armour and 2,000 catapults. Their warships all sailed to Utica and were burnt in the harbour. Once Carthage was disarmed, Censorinus made the further demand that _______ 16 km (10 mi) away from the sea; Carthage would then be destroyed. The Carthaginians abandoned negotiations and prepared to defend their city.