The UN is reportedly at an "advanced stage" in talks to take over the Yemeni port of Hodeida, but until it does fighting continues to rage between the Saudi-led Arab coalition, and the Iran-backed Houthi rebels.
Hundreds of lives have been lost since the offensive began, with naval and artillery bombardments, and air strikes, which have also targeted the airport.
Hodeida is the main point of entry for humaniatrian aid for the starving country.
The coalition claims the Houthis are creaming off aid, and bringing in weapons, and want to deny them control.
"I was working in the port and now if the port closes, where will I go to work? When this siege comes and this disaster happens, where am I going to find work? The only thing we have is to die, we don't have anything other than death," said one local man.
The surrounding countryside is filling up with refugees from the fighting, but many thousands of civilians remain trapped inside.
They will be at high risk if the coalition launches an assault with ground forces.