Tens of thousands of people are fleeing Syria's third-largest city Homs in fear that Islamist-led rebels will continue to advance towards the capital, Damascus.
The rebels seized Hama to the north on Thursday, a second major blow to President Bashar al Assad who lost control of Aleppo last week.
The leader of the Islamist militant group Hayat Tahrir al-Sham (HTS), Abu Mohammed al-Jawlani, told residents of Homs "your time has come".
Syrian rebels launched a surprise offensive against the government last week and have so far captured two major cities.