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Memnon: History of Heracleia
- chapters 1 to 21
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.



Photius' introduction: We read the historical work of Memnon from the ninth book to the sixteenth book. This history sets out to describe the noteworthy things which happened in Heracleia Pontica. It lists the tyrants of Heracleia, their character and deeds, the lives of the other [distinguished citizens], the manner of their death, and the sayings which were associated with them.

[1] G [Memnon] says that Clearchus was the first to attempt to make himself tyrant of the city. Clearchus had received an education in philosophy; he was one of the pupils of Plato, and for four years he had been a pupil of the rhetorician Isocrates. But he turned out to be truly savage and bloodthirsty towards his subjects, and reached the peak of arrogance, so that he called himself the son of Zeus, and tinged his face with unnatural dyes, adorning it in all kinds of different ways to make it appears glistening or ruddy to those who saw him; and varied his clothing to appear fearsome or elegant. 2 This was not his only vice; he showed no gratitude to his benefactors, was extremely violent, and ventured to carry out the most appalling deeds. He ruthlessly destroyed those he attacked, not only amongst his own people but whenever he perceived a threat elsewhere. However he was the first of those who were called tyrants to establish a library.

3 Because of his murderous, cruel and arrogant character many plots were formed against him, but he escaped them all until eventually Chion the son of Matris, a high-minded man who was a blood relation of Clearchus, formed a conspiracy with Leon, Euxenon and many others. They gave Clearchus a fatal blow, and he died miserably from his wound. 4 When the tyrant was making a public sacrifice, Chion and his associates thought that this would be an opportunity for action, and Chion plunged a sword into the side of their common enemy. Clearchus was racked by a great and piercing pain, and he was tormented by horrible visions (these visions were the ghosts of those he had cruelly murdered). Two days later he expired, after living for 58 years, of which he was tyrant for 12 years. At that time Artaxerxes was king of Persia, and after him his son Ochus. Clearchus sent many embassies to them during his lifetime. 5 However almost all the tyrant's assassins were killed. Some were cut down by the bodyguard at the time of the attack, fighting bravely. Others were captured later and subjected to terrible tortures.

[2] G G Satyrus the brother of Clearchus took over the government, acting as guardian of the tyrant's sons, Timotheus and Dionysius. Satyrus exceeded not only Clearchus but all the other tyrants in his cruelty. Not only did he take vengeance on those who had plotted against his brother, but he inflicted equally intolerable harm on their children, who had taken no part in what their parents had done, and he punished many innocent people as if they were criminals. 2 He was completely uninterested in learning, philosophy and all the other liberal arts. His only passion was for murder, and he did not want to learn about or practice anything which was humane or civilised. He was evil in every way, even if time lessened his [desire to] sate himself with murders and the blood of his countrymen; but he did show a conspicuous affection towards his brother. 3 He kept [the succession to] the leadership of the state safe for the children of his brother, and valued the welfare of the boys so highly that, although he had a wife and loved her dearly, he was determined not to have a child, and used every possible device to render himself childless, in order that he should not leave behind anyone who could be a rival to his nephews.

4 While he was still alive, but weighed down by old age, Satyrus passed on control of the state to Timotheus, the elder son of his brother, and shortly afterwards he was afflicted by a severe and untreatable illness. A cancerous growth spread underneath between his groin and his scrotum, and irrupted painfully towards his inwards. 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.
At that time Artaxerxes was king of Persia, and after him his son Ochus. Clearchus sent many embassies to them during his lifetime. 5 However almost all the tyrant's assassins were killed. Some were cut down by the bodyguard at the time of the attack, fighting bravely. Others were captured later and subjected to terrible tortures.

[2] G G Satyrus the brother of Clearchus took over the government, acting as guardian of the tyrant's sons, Timotheus and Dionysius. Satyrus exceeded not only Clearchus but all the other tyrants in his cruelty. Not only did he take vengeance on those who had plotted against his brother, but he inflicted equally intolerable harm on their children, who had taken no part in what their parents had done, and he punished many innocent people as if they were criminals. 2 He was completely uninterested in learning, philosophy and all the other liberal arts. His only passion was for murder, and he did not want to learn about or practice anything which was humane or civilised. He was evil in every way, even if time lessened his [desire to] sate himself with murders and the blood of his countrymen; but he did show a conspicuous affection towards his brother. 3 He kept [the succession to] the leadership of the state safe for the children of his brother, and valued the welfare of the boys so highly that, although he had a wife and loved her dearly, he was determined not to have a child, and used every possible device to render himself childless, in order that he should not leave behind anyone who could be a rival to his nephews.

4 While he was still alive, but weighed down by old age, Satyrus passed on control of the state to Timotheus, the elder son of his brother, and shortly afterwards he was afflicted by a severe and untreatable illness. A cancerous growth spread underneath between his groin and his scrotum, and irrupted painfully towards his inwards. 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.