Tens of thousands of people are fleeing Syria's third-largest city Homs amid reports that rebels are closing in, just over a week since they launched their lightning offensive,
BBC reports.
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".
Rebel forces began the biggest offensive against Syria's government in years last week.
They have been advancing south, and Homs would be the next stop on the road to the capital Damascus.
Their offensive is the swiftest battlefield advance by either side since the Syrian civil war began 13 years ago, exposing the weakness of the country's military.
Terrified members of President Assad's Alawite minority community are rushing to leave Homs, with video footage showing roads jammed with cars.
The rebels' joint operations centre says its fighters have passed through two towns on the way to Homs – Rastan and Talbisseh – and are now within 5km (3.1 miles) of the city.
The BBC has not been able to verify these movements, but the Syrian Observatory for Human Rights (SOHR), a UK-based war monitor, is also reporting them.
Earlier, the SOHR said Russian warplanes had bombed a bridge in Rastan to try and slow the rebel advance.
After the Syrian military lost control of Hama following days of fighting, it is not clear whether it will be able to defend Homs.
Homs is a strategic city that links Damascus to the Alawite heartland on the Mediterranean coast, Assad's political stronghold and key to his grip on power.
Assad has vowed to "crush" the rebels and accused Western powers of trying to redraw the map of the region