Yemen's President Abdrabbuh Mansour Hadi has fled his palace in Aden as Houthi rebels advance towards the city.
Gunfire could be heard around the city centre, and security forces allied to the Houthis are reported to have taken over the international airport.
On Wednesday morning, the rebels moved to within 60km (37 miles) of Aden after seizing the country's largest air base.
Government officials later said the president had been moved to a "secure location" but had not fled the country.
The Reuters news agency reports that Aden residents attempted to storm an army barracks to obtain weapons before being repulsed by troops. READ MORE OF THIS STORY