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An opening formed in his flesh and discharges ran out with a foul and unbearable smell, so that his retinue and his doctors could no longer conceal the all-pervading stench of the putrefaction. Continual sharp pains racked his whole body, consigning him to sleeplessness and convulsions, until eventually the disease spread to his internal organs, and deprived him of his life. 5 Like Clearchus, Satyrus gave to those who saw him when he was dying the impression that he was paying the penalty for his savage and lawless abuse of the citizens. They say that often during his illness he would vainly pray for death, and after he had been consumed by this harsh and grievous affliction for many days, he finally paid his due. He had lived for 65 years, and was tyrant for seven years, while Archidamus was king of Sparta.

[3] G Timotheus took over the government and reformed it to a milder and more democratic regime, so that his subjects no longer called him a tyrant, but a benefactor and saviour. He paid off their debts to the moneylenders from his own resources, and gave interest-free loans to the needy for their trade and for the rest of their living expenses. He released innocent men, and even the guilty, from the prisons. He was a strict but humane judge, and in other respects he had a good and trustworthy nature. So he cared for his brother Dionysius like a father in every way, making him joint ruler at the start, and then appointing him to be his successor. 2 He also showed a brave spirit in matters of war. He was magnanimous and noble in body and in mind, and he was fair and gracious in the settlement of wars. He was skilful at grasping an opportunity, and vigorous in achieving what he contemplated; he was merciful and just in character, and relentless in his boldness; he was moderate, kind and compassionate. Therefore in his lifetime he was an object of great fear to his enemies, who all dreaded and hated him; but to his subjects he was agreeable and gentle, so that when he died he was much missed, and his death aroused grief mixed with longing. 3 His brother Dionysius cremated his body magnificently, pouring out tears from his eyes and groans from his heart. He held horse races in his honour; and not only horse races, but theatrical and choral and gymnastic contests. He held some of the contests immediately and others, yet more splendid, later on.

That, in brief, is what is related in books nine and ten of Memnon's history.

[4] G Dionysius became the next ruler [of Heracleia ] and increased its power; Alexander's victory over the Persians at the river Granicus had opened the way for those who wanted to increase their power, by cutting down the strength of the Persians, which had previously been an obstacle to them all. But later he experienced many dangers, especially when the exiles from Heracleia sent an embassy to Alexander, who had by then completely conquered Asia, asking him to grant their return and to restore the city to its traditional democracy. Because of this Dionysius was almost removed from power, and he would have been removed if he had not been very clever and quick-witted, earning the goodwill of his subjects and courting the favour of Cleopatra. And so he resisted the enemies who threatened him; sometimes he yielded to their demands, mollifying their anger and putting them off with delays, and at other times he took measures against them.

2 When Alexander died at Babylon from [? poison] or disease, Dionysius set up a statue of Joy [Euthymia] after hearing the news. In his great delight when the message first arrived, he suffered the same effect which extreme grief might produce: he almost collapsed with the shock, and seemed to have become senseless. 3 The exiles from Heracleia urged Perdiccas, who had taken over the government, to follow the same policy but Dionysius, though on a knife's edge, by similar methods escaped all the dangers which were facing him. Perdiccas was a poor leader and was killed by his men; the hopes of the exiles were extinguished, and Dionysius enjoyed prosperity in all his undertakings.

4 The greatest good fortune came to him from his second marriage. He married Amastris, the daughter of Oxathres; this Oxathres was the brother of Dareius, whose daughter Stateira Alexander took as his wife after killing her father. So the two women were cousins, and also they had been brought up together, which gave them a special affection for each other. When he married Stateira, Alexander gave this Amastris to Craterus, one of his closest friends. After Alexander departed from this world, Craterus turned to Phila the daughter of Antipater, and with the agreement of her former husband Amastris went to live with Dionysius.

5 From this time onwards, his realm flourished greatly, because of the wealth which the marriage brought to him and his own love of display. He decided to buy the entire royal equipment of Dionysius the tyrant of Sicily, who had been removed from power. 6 It was not only this that strengthened his power, but also the success and goodwill of his subjects, including many who had not previously been under his control. He gave outstanding aid to Antigonus the ruler of Asia when he was besieging (? ) Cyprus, and as a reward received Antigonus' nephew Ptolemaeus, the general of the forces by the Hellespont, to be his daughter's husband; this was his daughter from his previous marriage. After achieving such distinction, he disdained the title of tyrant and called himself a king.

7 Now that he was free from all fear and worry, he gave himself up to a life of continual luxury, so that he grew fat and unnaturally bloated. As a result, not only did he pay less attention to governing the state, but also when he went to sleep he was only with difficulty roused from his soporific state by being pierced with large needles, which was the only remaining way of reviving him from his unconscious torpor. 8 He had three children by Amastris: Clearchus, Oxathres, and a daughter with the same name as her mother. # When he was about to die, he left Amastris in charge of the government, acting as guardian along with some others for the children, who were still quite young. He had lived for 55 years, out of which he was ruler for about [30] years. He was, it was said, a very mild ruler and earned the epithet "the Good" from his character; his subjects were deeply saddened by his death.

9 Even after his departure from this world, the city still flourished, while Antigonus carefully protected the interests of the children of Dionysius and their citizens. But when Antigonus' interest turned elsewhere, Lysimachus again took charge of Heracleia and the children, and even made Amastris his wife. To start with, he was very much in love with her, but when the pressure of events demanded it, he left her at Heracleia and went off to deal with urgent business. When he was free from his many troubles, he soon sent for her to join him at Sardis, where he showed her equal affection. But later he transferred his affection to the [daughter] of Ptolemy Philadelphus, who was called Arsinoe, and this caused Amastris to part from him. After leaving him, she took control of Heracleia; she revived the city by her presence, and created the new city of Amastris.

[5] G Clearchus had now reached adult age, and became ruler of the city; he fought in many wars, sometimes as an ally of others, and sometimes resisting attacks against himself. In one of these wars, he went as an ally of Lysimachus against the Getae, and was captured along with him. Lysimachus was released from captivity, and later secured Clearchus' release as well. 2 Clearchus and his brother were established as rulers of the city in succession to their father, but the way they treated their subjects was far different from his mild benevolence. They carried out the foulest of crimes; for they caused their mother, who had not particularly interfered in their affairs, to be drowned in the sea when she was on board a ship, by a terrible and evil device.

3 Lysimachus, whom we have mentioned many times before, was now king of Macedonia, and though his relationship with Arsinoe had caused Amastris to leave him, he still felt some glow of his former passion for her. He was not prepared to ignore her cruel murder; but he hid his feelings very carefully, and pretended to show the same friendship towards Clearchus as before. By many devices and tricks of deception (for he was the cleverest of men at hiding his intentions) he arrived at Heracleia as if to approve the succession. Though he put on a mask of fatherly love towards Clearchus, he killed the matricides, first Clearchus and then Oxathres, making them pay the penalty for the murder of their mother. He put the city under his protection, and carried away much of the treasure which the tyrants had accumulated. After allowing the citizens to establish a democracy, which was what they wanted, he set off back to his own kingdom.

4 When he arrived there, he was full of praise for Amastris; he marvelled at her character and the way she ruled, how she had built up her realm in size and importance and strength. He exalted Heracleia, and included praise for Tius and Amastris, the city which she had founded in her name. By saying all this, he aroused in Arsinoe a desire to be mistress of the places which he was praising, and she asked him to grant her wish. To begin with he refused, saying that it was too much to give, but later as she continued to entreat him, he let her have it; for Arsinoe was not easily put off and old age had made Lysimachus more malleable. 5 When she gained possession of Heracleia she sent there Heracleides of Cyme, a man who was well-disposed towards her, but otherwise ruthless and cunning, a skilful and quick-witted planner. When he arrived at Heracleia, he governed the city strictly, bringing accusations against many of the citizens and handing out punishments, so that they were deprived again of the good fortune which they had just acquired.

6 Under Arsinoe's influence, Lysimachus killed Agathocles, the oldest and best of his sons, who was the offspring of his previous marriage. First he tried to poison him secretly, but when Agathocles discovered this and spat out the poison, he disposed of him in the most shameless way; he threw him into prison and ordered him to be cut down, on the pretended charge that he was plotting against Lysimachus. Ptolemy, who carried out this outrage, was the brother of Arsinoe, and because of his folly and recklessness was given the name Ceraunus ["thunderbolt"]. 7 By murdering his son, Lysimachus justly earned the hatred of his subjects. So Seleucus, on learning about this and how easily the kingdom could be overthrown, now that the cities had revolted against Lysimachus, joined battle against him. Lysimachus died in this war, after being struck by a spear which was thrown by a man from Heracleia called Malacon, who was fighting for Seleucus. After Lysimachus' death, his kingdom was merged as part of Seleucus' kingdom.

At this point, the 12th book of Memnon finishes.

[6] G In the 13th book Memnon says that the Heracleians, when they heard that Lysimachus had been killed by a man from Heracleia, recovered their confidence, and bravely sought the independence which they had been deprived of for 84 years, first by their native tyrants and then by Lysimachus. 2 First of all, they went to Heracleides and urged him to leave the city, for which they would not only let him go unharmed but would send him on his way with splendid gifts, if only he let them regain their freedom. But far from being persuaded, he became angry and sent some of them off for punishment, so the citizens made a pact with the leaders of the garrison, promising that the garrison would receive equal rights of citizenship and would continue to receive the same pay as before. Then they seized Heracleides and held him as prisoner for a while. This freed them from all fear. They pulled down the acropolis walls to their foundations, appointed Phocritus to be governor of the city, and sent an embassy to Seleucus.

3 But Zipoetes, the ruler of the Bithynians, who was hostile to Heracleia on account of both Lysimachus and Seleucus (for he was the enemy of both of them), attacked the city's territory and laid it waste. Nor did his own soldiers escape without similar injuries to those they perpetrated, because they suffered almost as much harm as they did to others.

[7] G Meanwhile, Seleucus sent Aphrodisius to administer the cities of Phrygia and the upper parts of Pontus. He carried out his business, and on his return he praised the other cities, but accused the Heracleians of being hostile towards Seleucus. Irritated by this, Seleucus used threats to disparage and scare the envoys who came to him, but one of the envoys called Chamaeleon was not frightened by the threats, and said "Heracles is karron, Seleucus" ("karron" means "stronger" in the Doric dialect). Seleucus did not understand this, but remained angry, and turned away from them. The envoys could see no advantage either in returning home or in remaining where they were.

2 When the Heracleians heard about this, amongst other preparations they gathered allies, sending envoys to Mithridates the king of Pontus and to the cities of Byzantium and Chalcedon. 3 Then Nymphis, who was one of the remaining exiles from Heracleia, urged the others to return home, and said that this could easily be achieved if they did not seem to be pressing for the restoration of the property which was taken away from their parents. He very easily persuaded the other exiles, and their return took place as he predicted. The returning exiles and the city which received them felt equal pleasure and delight, as the people in the city warmly welcomed them and ensured that nothing was missing that might contribute to their welfare. 4 In this way the Heracleians regained their traditional nobility and constitution.

[8] G Seleucus, encouraged by his success against Lysimachus, set out to cross over to Macedonia. He longed to return to his fatherland, from which he had set out with Alexander, and he intended to spend the rest of his life there (he was already an old man), after handing over the government of Asia to his son Antiochus. 2 But Ptolemy Ceraunus, because the kingdom of Lysimachus had come under Seleucus' control, was himself accompanying Seleucus; he was not despised like a prisoner, but given the honour and consideration due to the son of a king. His hopes were raised by the promises which Seleucus made to establish him back in Egypt as the rightful heir to the kingdom, when his father Ptolemy died. 3 However, though he was honoured with so much attention, these favours failed to improve the disposition of an evil man. He formed a plot, fell upon his benefactor and killed him. Then he jumped on a horse and rushed to Lysimacheia, where he put on a diadem, and escorted by a splendid bodyguard went out to meet the army; they were forced to accept him and call him king, though they had previously served under Seleucus.

4 When he heard what had happened, Antigonus the son of Demetrius tried to cross over to Macedonia with an army and a fleet, in order to forestall Ptolemy; and Ptolemy went to confront him with Lysimachus' fleet. 5 In this fleet were some ships which had been sent from Heracleia, six-bankers and five-bankers and transports and one eight-banker called the lion-bearer, of extraordinary size and beauty. It had 100 rowers on each line, so there were 800 men on each side, making a total of 1,600 rowers. There were also 1,200 soldiers on the decks, and 2 steersmen. 6 When battle was joined, the victory went to Ptolemy who routed the fleet of Antigonus, with the ships from Heracleia fighting most bravely of all; and of the ships from Heracleia, the prize went to the eight-banker "lion-bearer". After this defeat at sea, Antigonus retreated to Boeotia, and Ptolemy crossed over to Macedonia, which he put securely under his control. 7 Immediately he showed his wickedness by marrying his sister Arsinoe (this was traditional amongst the Egyptians) and murdering the sons she had by Lysimachus. Then after disposing of them, he banished Arsinoe herself from the kingdom. 8 He committed many other crimes over a period of two years, until a band of Gauls left their country because of famine and invaded Macedonia. He joined battle with these Gauls, and was killed in a manner befitting his own cruelty, being torn apart by the Gauls, who had captured him alive after the elephant on which he was riding was injured and threw him off. Antigonus the son of Demetrius, who had been defeated in the naval battle, became ruler of Macedonia after the death of Ptolemy.

[9] G Antiochus the son of Seleucus, who had through many wars recovered his father's kingdom with difficulty and even so not completely, sent his general Patrocles with a detachment of his army to this side of the Taurus [mountains]. Patrocles appointed Hermogenes, whose family came from Aspendus, to lead attacks against Heracleia and the other cities. 2 When the Heracleians sent an embassy to Hermogenes, he made a pact with them and withdrew from their territory, and instead marched through Phrygia to Bithynia. But Hermogenes was ambushed by the Bithynians, and was killed together with his whole army, though he himself fought bravely against the enemy. 3 As a result of this, Antiochus decided to mount an expedition against the Bithynians, and their king Nicomedes sent envoys to Heracleia to ask for an alliance, which he quickly obtained, promising in return to help the city when it was in a similar plight.

4 Meanwhile by spending a great deal of money the Heracleians recovered Cierus and Tius and the Thynian territory, but they did not succeed in regaining Amastris (which had been taken away from them along with the other cities), though they tried hard by war and by offering money. Eumenes, who held Amastris, was swayed by an unreasonable anger, and preferred to hand over the city for free to Ariobarzanes the son of Mithridates, rather than to accept payment for it from the Heracleians. 5 At about the same time, the Heracleians entered into a war with Zipoethes the Bithynian, who ruled over Thynia in Thrace. In this war many of the Heracleians were killed after performing acts of true bravery, and Zipoetes utterly defeated them; but when an allied army came to the rescue of the Heracleians, he disgraced his victory by running away. Though defeated, the Heracleians were able to recover and cremate the bodies of their dead without hindrance. Then, having achieved that they went to war for, they took the bones of their dead back to the city, where they gave them a splendid burial in the monument of the heroes.

[10] G At about the same time, a war arose between Antiochus the son of Seleucus and Antigonus the son of Demetrius. Large forces were ranged on either side, and the war lasted for a long time. Nicomedes the king of Bithynia fought as an ally of Antigonus, and many others fought on the side of Antiochus. 2 So after clashing with Antigonus, Antiochus undertook a war against Nicomedes. Nicomedes gathered together forces from various places, and sent envoys to the Heracleians to ask for assistance; they sent 13 triremes to help him. Then Nicomedes went out to oppose Antiochus' fleet, and for a while they remained confronting each other, but neither side started a battle, and they returned without achieving anything.

[11] G When the Gauls came to Byzantium and ransacked most of its territory, the Byzantines were worn down by the war and asked their allies for help. All the allies provided such help as they could, and the Heracleians gave four thousand gold pieces (this is what the envoys had asked for). 2 Not long after, Nicomedes made a pact with the Gauls who were attacking Byzantium, and arranged for them to cross over to Asia; the Gauls had tried to cross over many times before, but had always failed, because the Byzantines would not allow it. The terms of the pact were as follows: the barbarians should always support Nicomedes and his children, and should not enter into alliance with any other state which requested it without the permission of Nicomedes. They should be allies of his allies, and enemies of his enemies. They should serves as allies of the Byzantines, if necessary, and of the inhabitants of Tius and Heracleia and Chalcedon and Cierus, and of some other rulers. 3 On these terms, Nicomedes brought the multitude of Gauls over to Asia. The Gauls had 17 eminent leaders, of whom the most important and distinguished were Leonnorius and Luturius.

4 At first this crossing of the Gauls to Asia seemed to cause only trouble for the inhabitants, but in the end it inclined to their benefit. The kings tried to put an end to the democracies in the cities, but the Gauls strengthened them, by repelling the cities' oppressors. 5 Nicomedes, after arming the Gauls, started by conquering the land of Bithynia and slaughtering the inhabitants, with the assistance of the Heracleians. The Gauls shared the rest of the loot amongst themselves.

6 After advancing over much of the country, the Gauls withdraw and chose a section of the land to keep for themselves, which is now called Galatia. They split this land into three parts, for the tribes of the Trogmi, Tolostobogii, and Tectosages. 7 They each founded cities, the Trogmi at Ancyra, the Tolostobogii at Tabia, and the Tectosages at Pessinus.

[12] G Nicomedes enjoyed great prosperity, and founded a city named after himself opposite Astacus. 2 Astacus was founded by settlers from Megara at the beginning of the 17th Olympiad [712/11 B. C. ] and was named as instructed by an oracle after one of the so-called indigenous Sparti (the descendants of the Theban Sparti), a noble and high-minded man called Astacus. 3 The city endured many attacks from its neighbours and was worn out by the fighting, but after the Athenians sent settlers there to join the Megarians, it was rid of its troubles and achieved great glory and strength, when Doedalsus was the ruler of the Bithynians.

4 Doedalsus was succeeded by Boteiras, who lived for 76 years, and was in turn succeeded by his son Bas. Bas defeated Calas the general of Alexander, even though Calas was well equipped for a battle, and kept the Macedonians out of Bithynia. He lived for 71 years, and was king for 50 years. 5 He was succeeded by his son Zipoetes, an excellent warrior who killed one of the generals of Lysimachus and drove another general far away out of his kingdom. After defeating first Lysimachus, the king of the Macedonians, and then Antiochus the son of Seleucus, the king of Asia, he founded a city under Mount (? ) Lyparus, which was named after himself. Zipoetes lived for 76 years and ruled the kingdom for 48 years; he was survived by four children. 6 He was succeeded by the eldest of the children, Nicomedes, who acted not like a brother but like an executioner to his brothers. However he strengthened the kingdom of the Bithynians, particularly by arranging for the Gauls to cross over to Asia, and as was said before, he founded the city which bears his name.

[13] G Not long afterwards, a war broke out between the Byzantines and the inhabitants of Callatis (a colony of Heracleia) and of Histria. The war was caused by the trading post at Tomis, which the inhabitants of Callatis wanted to run as a monopoly. Both sides sent envoys to the Heracleians to ask for assistance; the Heracleians gave no military aid to either side, but sent arbitrators to each of them to arrange a truce, though at the time they did not accomplish this. After suffering greatly at the hands of their enemies, the inhabitants of Callatis agreed to a truce, but by that time they were almost incapable of recovering from the disasters which had struck them.

[14] G After a short interval of time, Nicomedes the king of Bithynia, who was close to death, named the sons of his second wife Etazeta as his heirs; they were still very young, so he appointed Ptolemy, Antigonus, and the peoples of Byzantium, Heracleia, and Cius to be their guardians. Zeilas, his son by his previous marriage, had been forced out by the scheming of his step-mother Etazeta and was in exile with the king of the Armenians. 2 But Zeilas returned to claim the kingdom with a force which was boosted by the Tolostobogian Gauls. The Bithynians wanted to preserve the kingdom for the younger children, and arranged for the brother of Nicomedes to marry the children's mother. The Bithynians collected an army from the guardians who were mentioned above, and withstood Zeilas' attack though there were many battles and changes of fortune, until the two sides agreed on a truce. The Heracleians fought heroically in the battles, and ensured that there was a favourable treaty. 3 Therefore the Gauls, regarding Heracleia as an enemy, ravaged its territory as far as the river Calles, and returned home with a great quantity of booty.

[15] G When the Byzantines were at war with Antiochus, the Heracleians supported them with 40 triremes, but the war did not proceed beyond threats.

[16] G Not long afterwards, Ariobarzanes departed from this world, while he was in the middle of a dispute with the Gauls. His son Mithridates was still young; so the Gauls treated the son with disdain and devastated his kingdom. 2 The subjects of Mithridates suffered much hardship, but they were rescued by the Heracleians, who sent corn to Amisus so that they could feed themselves and meet their basic needs. Because of this the Gauls made another expedition against the territory of Heracleia, and laid it waste until the Heracleians sent an embassy to them. 3 The historian Nymphis was the head of the embassy; by paying out 5,000 gold pieces to the Gauls' army as a whole, and 200 pieces each to their leaders, he persuaded them to withdraw from the country.

[17] G Ptolemy the king of Egypt had reached the height of prosperity, and decided to favour the cities with magnificent gifts. To the Heracleians he gave (? ) 500 artabae of corn, and he built a temple of Heracles, made from Proconnesian marble, on their acropolis.

[18] G Having brought his account down to this point, the author makes a digression about the Romans' rise to power: what race they came from, how they settled in Italy, what happened before and during the foundation of Rome. He gives an account of their rulers and the peoples they fought against, the appointment of kings, the change from monarchy to rule by consuls, and how the Romans were defeated by the Gauls and their city would have been captured by the Gauls, if Camillus had not come to its aid and rescued it. 2 Then he describes how Alexander wrote to them, when he crossed over to Asia, that they should either conquer others, if they were capable of ruling over them, or yield to those who were stronger than them; and the Romans sent him a crown, containing many talents of gold. Then he describes their war against the Tarentines and their ally Pyrrhus of Epirus, in which after both suffering reverses and inflicting defeats on their enemies, they forced the Tarentines into subjection and drove Pyrrhus out of Italy. 3 Then he describes the Romans' wars against the Carthaginians and Hannibal, and their successes in Spain under Scipio and other leaders; how Scipio was proclaimed king by the Spaniards but refused the title, and how Hannibal was finally defeated and fled.

4 Then he describes how the Romans crossed over the Ionian sea, and how Perseus the son of Philippus when he became king of the Macedonians impetuously broke the treaty which his father had made with the Romans, and was overthrown after being defeated by Paullus. 5 And then he describes how they defeated Antiochus the king of Syria, Commagene, and Judaea in two battles, and drove him out of Europe.

6 Resuming after this account of the Romans' conquests, the author says that envoys were sent by the Heracleians to the Roman generals who had crossed over to Asia; the Romans welcomed them warmly and treated them with kindness. Publius (? ) Aemilius granted them a letter, in which he assured them of the friendship of the senate towards them, and said that they would receive whatever care and attention they needed. 7 Later they sent envoys to Cornelius Scipio, who had conquered Africa for the Romans, in order to confirm the alliance which had previously been agreed. 8 After this, they sent envoys to Scipio again, because they wanted king Antiochus to be reconciled with the Romans; and they also addressed a decree to Antiochus, calling on him to lay aside his enmity towards the Romans. Cornelius wrote back to the Heracleians, beginning as follows: "Scipio, general and proconsul of the Romans, to the senate and people of the Heracleians, greetings". In the letter he confirmed the goodwill of the Romans towards the Heracleians, and that they were willing to put an end to the war with Antiochus. Lucius' brother Publius Cornelius Scipio, who commanded the fleet, gave a similar reply the envoys of the Heracleians.

9 Not long afterwards, Antiochus renewed the war with the Romans; he was completely defeated, and ended the hostilities by agreeing to a treaty which expelled him from the whole of Asia, and deprived him of his elephants and fleet. Commagene and Judaea were left under his control.

10 The city of Heracleia sent envoys with a similar message to the next generals were sent out by the Romans, and these were received with the same goodwill and kindness as before. In the end a treaty came about between the Romans and the Heracleians, in which they agreed not only to remain as friends, but also to fight as allies for or against other states, as either of them required. Identical copies of the treaty were inscribed on two bronze tablets, one of which was set up at Rome in the Capitoline temple of Zeus [Jupiter], and the other at Heracleia, also in the temple of Zeus.

[19] G That is what the author relates in the 13th and 14th books of his history.

At the start of the 15th book he describes how Prusias, the vigorous and very active king of the Bithynians, by making war brought Cierus (which belonged to the Heracleians) under his control, along with some other cities. He changed the name of the city to Prusias, instead of Cierus.
He also captured Tius, another city of the Heracleians, so that his territory surrounded Heracleia on both sides up to the sea. 2 After these cities, he subjected Heracleia itself to a severe siege, and killed many of those who were besieged. The city was close to being captured, but while climbing a ladder Prusias was hit by a stone which was thrown from the battlements. He broke his leg, and because of this injury the siege was lifted. 3 The stricken king was carried away by the Bithynians in a litter, not without difficulty, and he returned to his own country, where he lived on for a few years before he died, being named (because of his injury) "the lame".

[20] G Before the Romans crossed over to Asia, the Gauls who lived in the upper part of Pontus, wanting to have access to the sea, tried to capture Heracleia, which they thought would not be a difficult task because the city had lost much of its former strength, so that they regarded it with contempt. They marched against it with all their forces, and the Heracleians themselves called upon whatever assistance they could arrange at the time. 2 So the city was subjected to a siege, which went on for some time, until the Gauls began to suffer from lack of provisions; for the Gauls are accustomed to waging war with passion rather than by making the necessary preparations. When they had left their camp and were foraging for provisions, the defenders of the city made a sally and fell upon them unexpectedly. They captured the camp and killed many of the Gauls there, and they caught the others who were scattered in the countryside without difficulty, so that less than a third of the Gauls' army escaped back to Galatia. 3 This success induced the Heracleians to hope that they would be restored to their former glory and prosperity.

[21] G When the Romans were fighting against the Marsi and Paeligni and Marrucini (these are tribes who live in the north of Africa, near to Gades), the Heracleians went with two decked triremes to assist the Romans. After helping to win the war and earning much praise for their valour, the Heracleians returned home in the 11th year after they had left.

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Memnon: History of Heracleia
- chapters 22 - 40
Translated from Jacoby's Greek text (FGrH_434). The numbers in red are the chapter numbers in Jacoby's edition. See key to translations for an explanation of the format.

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[22] G After this, the grievous war between the Romans and Mithridates king of Pontus broke out; the apparent cause of this war was the seizure of Cappadocia. Mithridates gained control of Cappadocia when he captured his nephew Arathes after breaking his oath concerning a truce, and then killed him with own hands. This Arathes was the son of Ariarathes and of the sister of Mithridates. 2 Mithridates was a persistent murderer since his childhood. He had become king at the age of 13 years, and soon afterwards he imprisoned his mother, whom his father had left as joint ruler with him, and eventually put an end to her by violence; he also killed his brother. 3 He increased his realm by subduing the kings around the river Phasis in war as far as the regions beyond the Caucasus, and grew extremely boastful. 4 On account of this the Romans regarded his intentions with suspicion, and they passed a decree that he should restore to the kings of the Scythians their ancestral territory. Mithridates obeyed this order reasonably, but gathered as his allies the Parthians, the Medes, Tigranes the Armenian, the kings of the Phrygians and [the king of] the Iberians. 5 He provided other pretexts for war. For instance, after the Roman senate had appointed Nicomedes, the son of Nicomedes and Nysa, to be king of Bithynia, Mithridates set up [Socrates] called Chrestus as a rival to Nicomedes. However the Romans' wishes prevailed, despite the opposition of Mithridates.

6 Later, when Sulla and Marius were engaged in fighting for control of the Roman state, Mithridates gave 40,000 foot-soldiers and 10,000 cavalry to his general Archelaus, and ordered him to march against the Bithynians. When they met in battle, Archelaus was victorious, and Nicomedes escaped with only a few companions. After hearing this news, Mithridates, who now had his allied forces with him, set off from the plain of Amaseia and marched through Paphlagonia, leading an army of 150,000 men. 7 Manius confronted (? ) Menophanes the general of Mithridates with just a few Roman soldiers, because the soldiers of Nicomedes who were with him ran away as soon as they heard of the approach of Mithridates; Manius was defeated and fled, losing all his army. 8 Then Mithridates invaded Bithynia with impunity and captured the cities and countryside without a battle. Some of the other cities in Asia were captured and others allied themselves with Mithridates, so that there was a complete transformation in the state of affairs. The Rhodians alone maintained their alliance with the Romans. Therefore Mithridates waged war with them by land and by sea, though the Rhodians had the better of the contests, and Mithridates himself came close to being captured in a naval battle. 9 Then Mithridates, because he had heard that the Romans who were scattered throughout the cities were hindering his designs, wrote to all the cities instructing them to kill the Romans in their midst on a specific day. And many obeyed these instructions, making such a slaughter that on that one day 80,000 people were killed by the sword.

10 When Eretria, Chalcis and the whole of Euboea had gone over to Mithridates, along with other cities, and the Spartans had been defeated, the Romans sent out Sulla against him with a suitable army. 11 On his arrival, Sulla won over some cities which changed sides of their own will, and captured others by force, and he routed a large army from Pontus in battle. He also captured Athens, and the city would have been destroyed, if the senate had not quickly put a stop to Sulla's intentions. 12 There were many skirmishes, in most of which the men of Pontus had the upper hand, and the situation changed as a result of their successes. But the royal troops suffered from a lack of supplies, because they used up what they held recklessly and did not know how to preserve what they had acquired. They would have been in desperate trouble, if Taxiles had not captured Amphipolis, after which the rest of Macedonia went over to his side, and he was able to provide plentiful supplies.

13 Taxiles and Archelaus joined up their armies, so that they had over 60,000 men, and they took up position in the territory of Phocis, awaiting Sulla. Sulla received reinforcements from Lucius Hortensius, who brought more than 6,000 men from Italy, and camped opposite them at a considerable distance. While Archelaus' men were carelessly foraging, Sulla unexpectedly attacked his enemies' camp. He immediately killed the men whom he captured if they were strong, but he placed those from whom he had nothing to fear around the camp and told them to light fires, so as to receive those returning from foraging without giving them any suspicion of what had happened. This turned out as he planned, and Sulla's men won a brilliant victory.

[23] G Mithridates accused the Chians of aiding the Rhodians, and sent Dorylaus against them. Dorylaus captured the city with some difficulty. Then he allotted the land to men from Pontus, and he transported the Chians by sea to Pontus. 2 The Heracleians, who were allies of the Chians, attacked the Pontic ships carrying the captives as they sailed past and brought them back to the city without resistance, because the ships were not equipped to defend themselves. The Heracleians promptly revived the Chians by providing them unstintingly with everything they needed, and later restored them to their fatherland, after offering generous gifts to them.

[24] G The senate sent Valerius Flaccus and Fimbria to fight against Mithridates. It ordered them to share with Sulla in the war, if he co-operated with the senate, but if not, to make war against him first. 2 Flaccus suffered various misfortunes to start with (such as lack of food and losses in battle) but mostly he was successful. He crossed over to Bithynia with the help of the Byzantines, and from there he went to Nicaea, where he halted. Likewise Fimbria crossed over with his troops. 3 Flaccus was annoyed because most of the army preferred to be led by Fimbria, because he was a considerate commander. While Flaccus was bitterly rebuking Fimbria and the most distinguished soldiers, two of them, who were roused to greater fury than the others, murdered him. The senate was angry with Fimbria for this; but it disguised its anger, and arranged for him to be elected consul. Fimbria, thus becoming commander of the whole force, won over some cities by agreement and captured others by force.

4 Mithridates' son, accompanied by the generals Taxiles, Diophantus and Menander, confronted Fimbria with a large force. To start with the barbarians had the upper hand; and Fimbria decided to use a stratagem to repair his defeats in battle (the enemy army was much larger than his). When both armies arrived at a certain river, with the river in between them, and a storm broke out at dawn, the Roman general unexpectedly crossed the river. He fell on the enemy while they were still asleep, and killed most of them before they knew what was happening. A few of the leaders and the cavalry escaped the slaughter, including Mithridates the son of Mithridates, who rode off and escaped to his father in Pergamum along with some others. 5 After the king's army had suffered this overwhelming defeat, most of the cities went over to the Romans.

[25] G After Marius, one of the opposite faction, had been restored to Rome from his exile, Sulla was afraid that he might be forced into a similar exile because of his harsh treatment of Marius; so he sent envoys to Mithridates, proposing a truce between him and the Romans. Mithridates, who gladly accepted the proposal, asked to meet to agree the terms. Sulla set out promptly, 2 and after advancing towards each other, they met at Dardanus to discuss the treaty. When their attendants had withdrawn, they came to an agreement, that Mithridates would surrender Asia to the Romans, that the Bithynians and Cappadocia would be ruled by their native kings, that Mithridates would be confirmed as king of all of Pontus, as long as he provided 80 triremes and 3,000 talents to Sulla personally for his return to Rome, and that the Romans would not punish the cities for their support of Mithridates. In fact the Romans did not abide by this last part of the treaty, and they afterwards forced many of the cities into slavery. 3 So Sulla returned in glory to Italy, and Marius again withdrew from Rome. Mithridates went back home, and set about subduing many of the nations which had revolted from his rule after the disaster which he suffered.

[26] G Murena was sent out as commander by the senate, and Mithridates sent envoys to him, reminding him of the treaty which Sulla had made and asking him to abide by it. But Murena took no notice of the envoys (they were mostly Greeks and philosophers, and disparaged Mithridates instead of supporting him) and he set off against Mithridates. He established Ariobarzanes as king of Cappadocia, and founded the city of Licinia by the border of Mithridates' kingdom. 2 Meanwhile Murena and Mithridates both sent envoys to the Heracleians, each calling on them to become their allies. The Heracleians considered the power of the Romans to be formidable, but were afraid of Mithridates because he was their neighbour. Therefore they replied to the envoys that when such great wars were breaking out, they could scarcely protect their own territory, let alone come to the assistance of others. 3 Some of Murena's advisers said that he should attack Sinope and start a war for control of the king's capital, because if he captured that city, he would easily win over the other places. But Mithridates protected Sinope with a large force and prepared for open war. 4 In the opening skirmishes the king's forces had the advantage, but the subsequent battle was evenly balanced, and this battle blunted the two sides' enthusiasm for war. Mithridates went away to the regions around the river Phasis and the Caucasus, while Murena returned to Asia; and they both looked after their own affairs.

[27] G Soon afterwards Sulla died at Rome, and the senate sent Aurelius Cotta to Bithynia and Lucius Lucullus to Asia, both of them with orders to fight against Mithridates. 2 Mithridates assembled another large army and 400 triremes, together with a considerable number of smaller ships, including fifty-oar ships and kerkouroi. He sent Diophantus (? ) Mitharus with a force to Cappadocia, to establish garrisons in the cities and, if Lucullus marched towards Pontus, to confront him and prevent him from advancing further. 3 Mithridates took with him an army of 150,000 foot-soldiers, 12,000 cavalry and 120 scythed chariots, as well as an equal number of workmen. He advanced through Paphlagonia Timonitis into Galatia, and nine days later arrived in Bithynia 4 Lucullus ordered Cotta to sail to the harbour of Chalcedon with all his ships.

5 Mithridates' navy sailed past Heracleia; it was not admitted into the city, but the Heracleians provided supplies when they were asked for them. While the sailors and inhabitants were mingling together, as was natural, Archelaus, the commander of the navy, seized Silenus and Satyrus, two distinguished Heracleians, and did not release them until he had persuaded them to provide five triremes to assist in the war against the Romans. As a result of this action, as Archelaus had contrived, the people of Heracleia were regarded as enemies by the Romans. Therefore the Romans, who were exacting requisitions from the other cities, demanded contributions from Heracleia as well. 6 When the money-collectors arrived in the city, they disregarded the laws of the state, and their demands for money distressed the citizens, who regarded this as the beginning of slavery. They wanted to send a delegation to the senate to ask to be released from the requisitions, but they were persuaded by the one of the most audacious men in the city to make away with the money-collectors in secret, in such a way that no-one was sure how they died.

7 The navies of Rome and Pontus met in battle by the city of Chalcedon, and a battle also broke out on land between the king's army and the Romans; the generals of the two sides were Mithridates and Cotta. In the land battle the Bastarnae routed the Italians, and slaughtered many of them. There was a similar outcome in the naval battle, and on one and the same day the land and sea were covered with the bodies of dead Romans. In the naval battle 8,000 men were killed and 4,500 were captured; in the land battle 5,300 of the Italians were killed, and out of Mithridates' army about 30 Bastarnae, and 700 others. Everyone was cowed by this success of Mithridates. 8 But Lucullus, who was camped by the river Sangarius when he heard of the disaster, spoke to his soldiers and encouraged them not to be despondent.

[28] G Mithridates confidently moved on to Cyzicus and decided to besiege the city. Lucullus followed him and in the ensuing fighting he utterly defeated the Pontic army. In a short time he killed many tens of thousands, and he took 13,000 prisoners. 2 The Fimbrian soldiers were concerned that their leaders would regard them as disloyal because of their crime against Flaccus, and they secretly sent to Mithridates, promising to desert to him. Mithridates though this message was a stroke of luck, and when night came he sent Archelaus to confirm the agreement and to bring the deserters over to him. But when Archelaus arrived, the Fimbrian soldiers seized him and killed his companions. 3 On top of this misfortune, the king's army was gripped by famine and many of them died. Despite suffering all these setbacks, Mithridates did not desist from the siege; but later, after inflicting and receiving many losses, he withdrew from the city without capturing it. He appointed Hermaeus and (? ) Marius to lead the foot-soldiers, with an army of over 30,000 men, while he made his way back by sea. Various disasters occurred as he boarded the triremes, because the men who were still waiting to board them grasped the ships and hung onto them, both the ships which were already full and the ones which remained. So many men did this that some of the ships were sunk and others were capsized. 4 When the citizens of Cyzicus saw this, they attacked the Pontic camp, slaughtered the exhausted troops who were left there and pillaged everything that had been left in the camp. Lucullus pursued the army as far as the river Aesepus, where he surprised it and killed a great number of the enemy. Mithridates recovered as best he could and besieged Perinthus, but failed to take it and crossed back over to Bithynia.

5 Then (? ) Barba arrived at the head of a large force of Italians and Triarius the Roman general advanced and started to besiege Apameia; the citizens of Apameia resisted as much as they could, but finally they opened their gates and let the Romans in. 6 The Roman army also captured the city of Prusa, which lies at the foot of the Asian Mount Olympus. 7 From there Triarius took his army to the city of Prusias by the sea. In ancient times Prusias was called Cierus, which is the scene of many stories, such as the arrival of the Argo, the disappearance of Hylas and Heracles' wanderings in search of Hylas. When Triarius arrived there, the inhabitants of Prusias drove out the Pontic soldiers and willingly let him in.

8 From there Triarius went on to Nicaea, where Mithridates had placed a garrison. But the Pontic soldiers realised that the inhabitants of Nicaea were inclining towards the Romans, and so they withdrew at night towards Mithridates at Nicomedeia; after that the Romans gained control of the city without a fight. 9 The city of Nicaea took its name from a Naiad (river nymph) called Nicaea, and it was established by the men of Nicaea who fought in Alexander's army. After Alexander's death they founded and settled this city in memory of their homeland. The nymph Nicaea is said to have been the daughter of Cybele and Sangarius, who was the ruler of the country. Preferring virginity to cohabitation with a man, she spent her life hunting in the mountains. Dionysus fell in love with her, but she rejected his advances. After his rejection Dionysus tried to achieve his desire by a trick. He filled the spring, from which Nicaea used to drink when she was worn out from hunting, with wine instead of water. She suspected nothing and, acting as normal, took her fill of the deceptive liquid. Then drunkenness and sleep took hold of her, and she submitted to the wishes of her lover, even against her will. Dionysus had intercourse with her, and fathered Satyrus and other sons by her. 10 The men who founded and settled the city of Nicaea originally came from the Nicaea which is next to Phocis. They had often fought against the Phocians, who eventually deprived them of their homeland, subduing it and obliterating it with great zeal. 11 That is how Nicaea was named and founded, and how it went over to the Romans.

[29] G Cotta wanted to make amends for his earlier failures, and advanced from Chalcedon, where he had been defeated, to Nicomedeia, where Mithridates was staying. He camped 150 stades from the city, but was reluctant to join battle. Without waiting to be summoned, Triarius hastened to join Cotta, and when Mithridates withdrew inside the city the Roman army prepared to besiege it from both sides. 2 But the king heard that the Pontic navy had been defeated in two sea battles, which it had fought with Lucullus near Tenedos and in the Aegean, and he did not think that he was strong enough to withstand the Roman army which confronted him. Therefore he (? ) embarked his forces and sailed up the river. He lost some of his triremes in a violent storm, but he reached the river Hypius with most of his ships. 3 There he spent the winter, and with many promises and gifts of money he urged Lamachus of Heracleia, an old friend of his who he heard was a leader of the state, to arrange for him to be received into the city. Lamachus agreed to the request. He prepared a magnificent feast for the citizens outside of the city, and plied the people with drink, after instructing that the city gates should be left open during the feast. But he had arranged beforehand that Mithridates should come up secretly on the same day, and in this way Mithridates gained control of the city before the Heracleians even realised that he had arrived. 4 On the next day, Mithridates assembled the people and greeted them with conciliatory words. He advised them to maintain their goodwill towards him, and established a garrison of 4,000 men, with Connacorex as commander of the garrison, on the pretext that if the Romans decided to attack them, the garrison would defend the city and save the inhabitants. Then he distributed money to the residents, especially to those in positions of authority, and sailed off to Sinope. 5 Lucullus, Cotta and Triarius, the commanding generals of the Romans, came together at Nicomedeia, and set off to invade Pontus. But when they heard about the capture of Heracleia - they did not know it had been betrayed, but thought that the whole city had changed allegiance - they decided that Lucullus should march with most of the army through the inland districts into Cappadocia, in order to attack Mithridates and his entire kingdom; that Cotta should attack Heracleia; and that Triarius should gather the naval forces around the Hellespont and Propontis, and lie in wait for the return of the ships which Mithridates had sent to Crete and Spain. 6 When Mithridates heard of their plans, he made his own preparations, and sent envoys to the kings of the Scythians, to the king of Parthia and to his son-in-law Tigranes the king of Armenia. The others gave him no help, but Tigranes, after ignoring many entreaties from Mithridates' daughter, eventually agreed to an alliance with him. 7 Mithridates sent different generals to fight against Lucullus. When they came to battle, they had varying success, but on most occasions the Romans had the upper hand. 8 The king was disheartened by this, but nevertheless he assembled 40,000 infantry and 8,000 cavalry, and sent them out in addition to the previous army, with Diophantus and Taxiles as their generals. After they had joined up with the others, at first the two sides tested each other in skirmishes almost every day, and then there were two cavalry battles, in the first of which the Romans were victorious, and in the second the men of Pontus won. 9 As the war dragged on, Lucullus sent some men to Cappadocia to fetch supplies, and when Taxiles and Diophantus heard of this, they sent off a force of 4,000 infantry and 2,000 cavalry to attack and plunder the men who were bringing back the supplies. But when the two forces clashed, the Romans had the upper hand, and after Lucullus sent reinforcements to his side, it turned into a complete rout of the barbarians. In their pursuit of the fleeing barbarians the Roman army reached the camp of Diophantus and Taxiles, and proceeded to mount a fierce assault on them. The Pontic army withstood the attack for a while, but then they all gave way, with their generals being the first to turn to flight. The generals went to Mithridates as the messengers of their own defeat; and a large number of the barbarians were killed.

[30] G After he had suffered this manifest disaster, Mithridates ordered that the princesses of the royal house should be killed, and decided to escape from Cabeira, where he was staying, without the knowledge of his subjects. But he was pursued by some Gauls, who did not realise who he was, and he would have been captured, if they had not come across a mule which was carrying Mithridates' gold and silver, and they stopped to plunder this treasure. Mithridates himself reached Armenia, 2 though Lucullus sent Marcus Pompeius in pursuit of him. Then Lucullus advanced to Cabeira with his entire army, and surrounded the city; he gained control of the walls after the barbarians agreed to surrender under a truce. 3 From there he went to Amisus, and tried to persuade the inhabitants to come to terms with the Romans, but as they did not listen to him, he moved away and began to besiege Eupatoria. There he pretended to conduct [the siege] negligently, in order that he might lull the enemy into the same attitude of negligence, and then achieve his object by mounting a sudden attack. The result was as he expected, and he captured the city by this stratagem. Lucullus suddenly ordered his soldiers to bring up ladders, when the defenders were paying little attention because they expected nothing of the sort, and he sent the soldiers up the ladders to the top of the walls. In this way Eupatoria was captured, and it was immediately destroyed. 4 Shortly afterwards Amisus was captured in a similar fashion - the enemy mounted its walls with ladders. Many of the citizens of Amisus were slaughtered immediately, but then Lucullus put an end to the killing. He restored the city and its territory to the remaining citizens, and treated them considerately.

[31] G Mithridates was now staying in the territory of his son-in-law [Tigranes], who refused to meet him, but gave him a bodyguard and all the other marks of hospitality. 2 Lucullus sent Appius Claudius as an ambassador to Tigranes, to demand the surrender of Mithridates, but Tigranes refused to hand him over, saying that he would incur universal censure if he betrayed the father of his wife; therefore, though he knew the worthless character of Mithridates, he would respect their ties of kinship. 3 Tigranes wrote a letter to Lucullus, containing the same message, but the letter only irritated the Roman, because it did not address him as "general", in response to his own letters which had not addressed Tigranes as "king of kings".

At this point, the 15th book of the history comes to an end.

[32] G The contents of the next part of the history are as follows. Cotta marched with the Roman army against Heracleia, but first he led it to Prusias. Prusias had previously been called Cierus, from the river which flows by it, but the king of Bithynia renamed it after himself when he took it away from the Heracleians. From there he went down to the [Euxine] sea; he marched along the shore, and stationed his men by the highest point of the walls. 2 The Heracleians were made confident by the natural strength of the site, and when Cotta pressed the attack they fought back along with the garrison. A large number of the Roman soldiers were killed, though the Heracleians received many wounds from missiles. Therefore Cotta drew back his army from attacking the walls, and camped a short distance away. He turned his attention to preventing supplies from reaching the besieged inhabitants. When the citizens ran short of basic necessities, they sent envoys to their colonies, asking them to provide supplies in return for money, which the colonies readily agreed to.

[33] G Shortly before this, Triarius set off from Nicomedeia with the Roman fleet to confront the Pontic triremes which, as has been said previously, had been sent out to Crete and Spain. He learnt that they were withdrawing to Pontus, after losing many ships which had been sunk in storms and in various battles. He intercepted the remaining ships and fought a battle against them near Tenedos, in which he had 70 triremes and the Pontic navy had just under 80. 2 When the two sides met, the king's ships offered some resistance to start with, but later they were completely routed and the Roman navy won a decisive victory. And so the entire naval force, which had sailed out to Asia with Mithridates, was destroyed.

[34] G Cotta, who was encamped near Heracleia, did not attack the city with his whole army, but sent forward detachments, some from the Romans, and many from the Bithynians. But as many of his men were injured or killed, he constructed various siege engines, including the Tortoise, which rather alarmed the defenders of the city. He brought this forward in full force against a certain tower which seemed susceptible to damage; however after one or two blows, not only did the tower remain standing, but the head of the battering ram was broken off. This restored the spirits of the Heracleians, but disheartened Cotta, who worried that the city would never be captured.