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The next major change in the army took place at the end of the 2nd century B.C. when Gaius Marius was elected Consul, placing him in command of the Roman army. Ceaseless attacks from the Germanic tribes forced large armies to be raised to defend Rome. However, just with Cannibal in the beginning, the legions suffered defeat after defeat, and the number of 'legal' men (men who owned land) to be recruited was dwindling. Most had already fought and died or else was still fighting the Germanic tribes. In this emergency, Marius had no choice but to break the norm and devise a new recruitment method. Thus, the Marius Reforms took place. They were a serious of reforms that helped professionalize the Roman army and make a more efficient, uniform fighting force. It also greatly affected the citizens and society of Rome, mostly due to the new recruitment method.

Because land owners available for recruitment were dwindling to dangerously low numbers, he offered the general masses a chance to join his army. This included the jobless, poor, and uneducated in Rome and surrounding provinces and cities. With a solid financial structure that ensured payment and wages, war spoils, as well as retirement benefits he gave the 'mob' of Rome a chance to earn money, land, a job, and a life worth living.

As Marius offered employment to anyone who was willing to fight, he also introduced something that was lacking in the previous army and would eventually become very important in the coming years: extreme loyalty. Before, the army consisted of landowners and farmers who were forced to serve for six years and longer if they wished. Of course, they wanted to get back to their wives, families, and land. Now, the legions consisted of the landless, and jobless (with of course, some wealthy), and service was increased to 20-25 years or longer. The army was now looked upon as a lifelong career, and was mostly an all volunteer army, except in times of emergency.

In the Pre-Marius times, the soldiers might have been loyal to the general, but were really fighting for the survival of Rome, their lands, and their families. Now, the troops were extremely loyal to the Legate, as Marius encouraged a strong bond between the troops and the General. Though the immediate effects of a loyal army to the general may not have been seen, it had major impacts on the Roman society during the next several centuries. Eventually, the army itself had a role in selecting emperors. They, along with the generals, commanded more influence than many of the emperors and senators. During the civil war period, the loyalty of the army to the general was very important in the eventual taking of Rome by Octavian (or better known as Augustus) and setting himself up as the first emperor of the Roman Empire.