Chapter Ten: The Reign of Artaxerxes III: Imperial Challenges and Strategic Responses
Introduction
When Artaxerxes III ascended the Persian throne in 359 BCE, he inherited an empire whose territorial extent rivaled that achieved under Darius I in 485 BCE. The administrative and military challenges of governing such a vast domain—stretching from the Caspian and Black Seas in northern Asia Minor to the Red Sea in eastern Ethiopia, and from the Ganges and Indus rivers in India to the Aegean Sea—remained formidable and complex.
The Achaemenid Empire's geographical expanse necessitated constant preparation for multifaceted responses to external threats and internal disruptions from Iran's diverse and often hostile neighbors. The Scythians, Cadusians, Bactrians, and the perpetually warring Greek city-states all coveted the empire's considerable wealth, which derived from extensive inter-provincial trade networks encompassing metals (iron, copper, gold, and silver), precious stones (jade, turquoise, and agate), Persian and linen textiles, agricultural products, and timber. Consequently, the empire maintained a state of perpetual readiness to suppress sudden rebellions and unrest within the imperial satrapies, many of which were fomented by the ambitions and expansionist policies of local satraps, often with encouragement from Hellenic city-states.
These internal challenges proved no less disruptive than foreign invasions. Ctesias, in his Persica, identifies two primary challenges confronting Artaxerxes I: the Bactrian revolt and the seemingly interminable Egyptian uprising. Such crises were particularly acute during periods of dynastic transition, when succession disputes between new monarchs and their predecessors created political instability that adversely affected national unity and security.
This context illuminates a recurring scholarly question regarding the apparently slow and inadequate responses of the Persian monarchy to threats against imperial unity and security. The answer may lie in the necessity for careful assessment of priorities concerning the empire's financial, economic, and political resources. The enormous costs associated with military responses to any warfare threat could decisively impact national defense planning. Just as contemporary American defense planners must identify and prioritize responses to challenges from China, Russia, North Korea, Cuba, and other nations, ancient Persian administrators could not immediately address every emerging threat simultaneously.
The vast distances within the Achaemenid Empire inevitably rendered initial responses to distant challenges time-intensive. Imperial defense strategies necessarily relied upon ad hoc alliances and coalitions among like-minded satraps and friendly neighboring states to enable rapid responses to belligerent neighbors' provocations while maintaining stability and establishing peace. The Supreme Command headquarters at Susa therefore structured military forces, defense plans, command hierarchies, and strategic objectives to confidently extend economic influence throughout all imperial satrapies, coordinate conflict strategies through financial support, and, when necessary, deploy the empire's formidable military forces to the battlefield.
This strategic approach required each satrapy to maintain local military capabilities sufficient to deploy forces quickly against nearby conflicts while withstanding prolonged attacks when necessary. Due to the empire's vast scale, Persia was reluctant to maintain expensive professional armies and navies in permanent garrisons and bases. Instead, it preferred allowing satrapies the autonomy to form local militias and hire mercenaries for initial defensive responses while remaining prepared to summon substantial forces from Susa when required.
The Accession of Artaxerxes III
Artaxerxes III ascended the throne in 359 BCE. According to Diodorus Siculus:
Shortly thereafter, the Persian king, who had reigned for forty-three years, died, and Ochus, who assumed the name "Artaxerxes," succeeded him and ruled for twenty-three years. Since the previous Artaxerxes had ruled prosperously and demonstrated himself to be generally peaceful and successful, the Persians decided that subsequent kings should bear this name.
Upon Artaxerxes III's accession, Persia's primary challenge involved preventing Athens' renewed naval power from threatening Persian dominance in Asia Minor. Although the "King's Peace" treaty imposed upon the Greeks by Artaxerxes II theoretically prevented such developments, Athens had regained naval supremacy following decisive defeats of the Spartan fleet at Naxos (376 BCE) and Alyzeia (375 BCE), much to Persian displeasure. Ironically, this Athenian supremacy resulted partly from earlier Persian support for Athens and the "King's Peace" treaty, which had facilitated Athens' victory over Sparta.
According to scholarly analysis, Artaxerxes II's peace treaty contained sufficiently robust provisions to prevent Athens from rebuilding its quasi-imperial navy. Moreover, Persia had provided Sparta and its Peloponnesian allies sufficient naval strength to engage Athens with Persian assistance if necessary. However, maintaining such equilibrium between Athenian and Spartan capabilities proved extremely difficult, requiring continuous, sustained support to prevent either power from achieving dominance that would challenge Persian interests. Unfortunately, unexpected crises, particularly the satraps' revolt, had disrupted this support's focus and continuity, enabling Athens to achieve sufficient strength to reassert itself.
Simultaneously, Egypt remained problematic. With Athenian support, Egypt had achieved independence under Pharaoh Amyrtaeus in 404 BCE, depriving the Persian treasury of that territory's fertile resources. The satraps' revolt had prevented Artaxerxes II from reincorporating Egypt into Persia's economic and defensive sphere. Athenian conspiracies and Iphicrates' clandestine machinations further complicated matters, leading Persian military plans against Egypt to an impasse.
Despite the tense political climate in Asia Minor, particularly in Cyprus and Phoenicia resulting from Pharaoh Nectanebo's disastrous incursions into Mesopotamian and Syrian satrapies, Artaxerxes III determined that the time had arrived for Persia to resolve the Egyptian problem definitively. This decision was undoubtedly encouraged by Pharaoh Nectanebo, whose ambitions had provoked Egyptian revolt against him and who had subsequently sought refuge at the Persian court.
Although the empire Artaxerxes II bequeathed to his son appeared unstable due to satrapal revolts and unrest in Egypt, Phoenicia, and Cyprus, it retained strong foundations and effective organization attributable to Darius I's remarkable administrative innovations. This was not Artaxerxes III's first Egyptian campaign. At age 34 in 359 BCE—the year before his father's death and coincidentally when Philip II became Macedonian king at age 23—he had campaigned in Egypt responding to Pharaoh Achoris' encroachments into Mesopotamia and Syria. However, his father's death necessitated his return to Susa to secure the throne, interrupting the campaign.
Following his accession, Artaxerxes III immediately executed eighty Achaemenid princes who might have contested his rule—a substantial number compared to Philip II of Macedon, who eliminated only two rivals. This comparison must acknowledge that Artaxerxes II reportedly fathered over 150 children from 360 wives. Importantly, not all Achaemenid princes perished in this purge; notably, Darius III, who later became king, and his brother Arsames, both grandsons of Darius II through their father Ostanes (Artaxerxes III's uncle), survived unharmed. Similarly, Ariobarzanes, son of Darius II's elder brother and grandson of the turbulent Artabazus (himself grandson of Artaxerxes I), also escaped execution.
The uncritical reporting by Plutarch and Justin, reflecting their Pan-Hellenic sources' negative biases—encouraged by Philip II and writers like Isocrates and philosophers like Aristotle—exaggerated Artaxerxes III's alleged abuses. Therefore, Plutarch's assessment that Artaxerxes III "surpassed all predecessors in cruelty and bloodthirstiness" requires careful scholarly examination, particularly given Diodorus' repeated references to the king's clemency and forgiveness in his Histories.
Contemporary evidence suggests Artaxerxes III had legitimate reasons to fear his brothers' ambitions while their father lived. His elder brother Darius, designated crown prince and formally recognized by Artaxerxes II as royal heir—whose ceremonial officer, like the king's, stood erect with plumes rather than bowing like other princes—forfeited his succession rights through behavior displeasing to his father. Subsequently, Darius conspired against the king with Tiribazus' assistance, but their assassination attempt failed, resulting in the execution of Tiribazus and fifty accomplices alongside Darius for this treachery.
Tiribazus' conduct established a damaging precedent of disloyalty, whether through his support for young Cyrus' rebellion against Artaxerxes II, his conflicts with Orontes leading to his trial, or his decision to entrust all gold sent by Artaxerxes II for naval operations to his son-in-law Glos, who subsequently rebelled and squandered these resources. Significantly, Tiribazus' son Harpagus would later participate in Prince Arsames' assassination.
Artaxerxes III had two additional older brothers, Ariaspes and Arsames. Sources describe Ariaspes as throne-worthy due to his gentleness, intelligence, and other admirable qualities, but claim Artaxerxes III harassed him to the point of suicide by poisoned cup. These accounts further allege that their elderly father Artaxerxes II remained unaware of these fraternal conflicts. Following Ariaspes' death, the king reportedly became devoted to Arsames, whom Artaxerxes III subsequently killed with Harpagus' assistance. However, these narratives appear largely fabricated, perhaps serving only to support mythographers' claims that Artaxerxes II's death at eighty-six resulted from "great sorrow and grief" over his sons' deaths rather than his remarkable longevity.
Finally, regarding Artaxerxes III's character, Diodorus writes concerning his delayed response to Egyptian rebellions:
Although the Egyptians held him in contempt, his own deliberate nature and peace-loving disposition made him patient.
According to Polyaenus in his Strategemata:
After Artaxerxes II's death, his son Ochus realized he could not immediately command the complete obedience his father had enjoyed. Therefore, he compelled eunuchs, ministers, and guard commanders to conceal his father's death from everyone for ten months. During this period, he issued decrees in his father's name, affixed the royal seal to them, and commanded his subjects to accept Ochus as king and pay him homage. When all subjects had accepted this arrangement and submitted to his authority, Ochus announced his father's death and ordered mourning according to established royal court protocols.
The Collapse of the King's Peace and the Social War
Following Artaxerxes II's death in 359 BCE, the Hellenic city-states exploited the uncertainty surrounding the new Persian king's strategic intentions to resolve longstanding tensions that the King's Peace had forcibly suppressed. Consequently, the First Social War (Protos Symmachikos Polemos) erupted between 357-355 BCE, pitting Athens against various allied city-states. King Philip II of Macedon capitalized on this Greek turmoil to expand Macedonian territory significantly.
Scholarly opinion remains divided regarding the war's origins. Some historians attribute the conflict to Athens' persistent attempts to reconstruct its quasi-imperial dominion, while others argue that Persian satrapal provocations deliberately undermined Athenian ambitions. Flower (1997) contends that "the satrap Mausolus himself played a key role in precipitating the disastrous social conflict of 357 BCE," which, as Isocrates lamented in his On the Peace, "brought Athens to the brink of bankruptcy."
The Second Athenian League, originally formed to resist Spartan hegemony rather than challenge the King's Peace, gradually degenerated into an oppressive structure through Athenian coercive policies, including extortionate taxation, punitive fines, and unwarranted interference in allied affairs—mirroring the earlier Delian League's transformation.
Under Persian influence, Thebes increasingly challenged Athens' leadership of the Second Athenian League. Following the Susa conference of 367 BCE, Thebes, emboldened by Persian support, adopted an aggressive stance that provoked the Euboean revolt. Athens' harsh retaliation against the Euboeans and its subsequent tightening of control over remaining allies prompted the cities of Chios, Rhodes, Cos, and Byzantium to rebel with support from Mausolus, the Persian satrap of Caria. Mausolus reinforced these cities with Carian garrisons, effectively extending Persian influence westward.
Athens dispatched two experienced commanders, Chares and Chabrias, with a fleet to Chios. Despite initial success, Chabrias perished in the naval engagement. Diodorus Siculus records:
The Athenians, injured by the revolts of Chios, Rhodes, Cos, and especially Byzantium, engaged in what was called the Social War, which lasted three years. The Athenians appointed Chares and Chabrias as generals and dispatched them with an army. These commanders sailed toward Chios and discovered that the allies of Byzantium, Rhodes, and Cos, together with Mausolus, the dynast of Caria, had assembled to assist the Chians. They then deployed their forces and besieged the city by land and sea. Chares, commanding the infantry, advanced overland against the city walls and engaged the enemy forces that sallied forth. However, Chabrias, who had sailed toward the harbor, became entangled in a fierce naval battle and was killed when his ship was destroyed.
Philip II of Macedon exploited these Greek disturbances to defeat the Illyrians decisively, extending Macedonian territory to Lake Lychnidus.
Artaxerxes III's Restoration of Imperial Authority
By 356 BCE, Artaxerxes III felt sufficiently confident to implement a decisive strategy for restoring Mediterranean stability and preventing further satrapal rebellions. He ordered all Mediterranean coastal satrapies to dismiss their military forces—a command accepted without resistance, thereby confirming his imperial authority and establishing him as the empire's undisputed sovereign.
Subsequently, Artaxerxes systematically pursued rebellious satraps from the late reign of his father, beginning with Artabazus III, who was both grandson of Darius II through his mother Apama (sister of Artaxerxes II) and satrap of Hellespontine Phrygia. Artabazus had rebelled against Artaxerxes III in 355 BCE, receiving military assistance from the Athenian general Chares and Greek mercenary forces.
Near year's end, Artaxerxes delivered an ultimatum to Athens, declaring that Chares' intervention constituted a violation of the King's Peace. In 354 BCE, when Athens learned that Artaxerxes III was assembling substantial military and naval forces—ostensibly for campaigns against revolts in Egypt, Phoenicia, and Cyprus—the city withdrew support from Artabazus and recalled Chares to appease Persian anger over treaty violations.
While some Athenian factions openly advocated war against Persia, the politician Demosthenes argued that such conflict would prove catastrophic. He contended that Greek disunity and incompatibility, combined with Athens' need to defend against closer enemies like Sparta and Thebes, plus the city's financial constraints, precluded Persian warfare.
Artaxerxes III's diplomatic strategy aimed to terminate Greek interstate conflicts while consolidating Mausolus' achievements in Caria. When Athens discovered that Artaxerxes had ordered construction of 300 warships, the city recognized its inability to confront such naval power and negotiated peace with its rebellious allies. Athens acknowledged the independence of Byzantium, Chios, Rhodes, Cos, Corcyra, Mytilene, Perinthus, and Selymbria under a renewed King's Peace treaty. Methymna seized this opportunity to withdraw from alliance with Athens entirely. Artaxerxes permitted Athens to retain only select Cycladic islands while guaranteeing Athenian navigation rights in the Aegean Sea.
The Social War thus concluded with Mausolus' Cario-Persian forces garrisoned in Cos and Rhodes, where oligarchic regimes replaced democratic governments under Mausolus' pressure, suppressing popular opposition. Following Mausolus' death in 353 BCE, his half-sister and wife Artemisia II succeeded him. When Rhodian democratic exiles subsequently appealed to Athens for assistance, the city no longer dared challenge the King's Peace and rejected their petition.
Concurrently, Philip II of Macedon, nominally an Achaemenid vassal, captured Crenides with its gold mines, renaming it Philippi. By investing in expanded gold production, Macedonia acquired substantial financial resources throughout Hellas, minting gold philippeioi coins that enabled Philip to recruit large mercenary armies. According to Diodorus, "with these coins he could incite many Greeks to treason in their homeland."
Artaxerxes III's First Egyptian Campaign and the Sidonian Revolt
More than two decades after Egyptian unrest began, native leaders in this crucial Persian satrapy continued seeking restoration of pharaonic rule. Following repeated failures by appointed generals to suppress these disturbances, Artaxerxes III resolved to assume personal command of Persian forces and terminate the rebellion definitively.
Recognizing Egypt's agricultural resources as strategically paramount, Artaxerxes assembled a massive army and marched toward Egypt. Nectanebo II, understanding this as a struggle for survival, enlisted two Greek commanders: Diophantus of Athens and Lamius of Sparta.
Meanwhile, Artabazus III, having lost Athenian support under Chares, appealed to Thebes for assistance. Needing his financial resources and hoping to expand Theban influence in Hellas through alliance, Thebes dispatched General Pammenes with 5,000 troops. In spring 353 BCE, Philip II granted Pammenes and his forces safe passage through central Macedonia eastward to join Artabazus' army.
The Mediterranean coastal satrapal revolt, now supported by Thebes, posed a serious threat, particularly since the Phoenicians had joined the rebellion under Abdashtar (Straton in Greek sources), Persian puppet ruler of Sidon, around 359 BCE—information possibly conveyed to Artaxerxes III by Pharaoh Teos during his refuge at the Persian court. By 355 BCE, Abdashtar's revolt was suppressed, and Artaxerxes installed Tennes (Abdashtar's son) on the Sidonian throne, granting him considerable autonomy.
Athens recognized that eliminating Persian naval power in the Mediterranean represented its only path to escaping Persian hegemony. Persian naval bases in Phoenicia and Cyprus provided Persia with power projection capabilities into both the Aegean Sea and Egyptian coast, suggesting that an alliance among Egypt, Cyprus, Phoenicia, and Athens could facilitate liberation for both Athens and Egypt.
Agents of Nectanebo II and Egyptian-Athenian diplomats understood that the Sidonians, as a mercantile people, would resent the substantial costs of maintaining permanent Persian military installations in their city. They promised support for any uprising. Consequently, at the Phoenician confederation's general assembly in Tripolis (352 BCE), Phoenicia decided to exploit Anatolian satrapal unrest and the Social War to terminate Persian dependency.
Sidonian forces under Tennes rebelled, soon joined by Pnytagoras (descendant of Evagoras I) in Cyprus, who revolted against his uncle Evagoras II. Evagoras II sought refuge at Artaxerxes' court, while Pharaoh Nectanebo II provided both rebellious territories with Athenian-supplied mercenary troops.
Unrest at Persian naval bases in Phoenicia and Cyprus complicated continued Egyptian warfare. Consequently, Artaxerxes abandoned the Egyptian campaign and hastened to Sardis, Persia's secondary capital in Lydia. There he assigned Idrieus, satrap of Caria (Artemisia II's successor), to suppress the Cypriot rebellion, while dispatching Belesys, satrap of Syria, and Mazaeus, satrap of Cilicia, against the Phoenician revolt.
Idrieus attacked Cyprus with forty warships and 8,000 mercenaries, crushing Pnytagoras' forces under Athenian General Phocion's command. Artaxerxes, appreciating Phocion's effectiveness, permitted him to continue governing Cyprus. However, in Sidon, Tennes defeated Mazaeus and Belesys' forces with assistance from 40,000 Greek mercenaries provided by Pharaoh Nectanebo II.
Following this victory, Greek mercenaries incited broader Phoenician revolt against Persian rule. Rebels destroyed royal palaces and gardens, burned Persian cavalry fodder stores, and executed numerous Persian personnel. They subsequently prepared a war fleet and dispatched envoys to the pharaoh requesting a mutual defense treaty. Soon, all Persian Mediterranean territories, including Cilicia, Pamphylia, and Pisidia, rebelled once again.
The Siege and Fall of Sidon (351 BCE)
In 351 BCE, Artaxerxes personally attacked Sidon with 300,000 infantry, 30,000 cavalry, 300 warships, and 500 transport vessels. He additionally demanded military support from Hellenic city-states to demonstrate solidarity. Although Athens and Sparta refused compliance, Thebes contributed 3,000 heavily-armed cavalry under Lacrates' command, while Argos provided 3,000 elite troops under Nicostratus. Ionian coastal cities supplied an additional 6,000 troops.
Sidon, Phoenicia's most powerful city, had prepared extensively for prolonged warfare. Citizens stockpiled substantial food supplies and constructed formidable triple-line fortifications with walls and trenches. The citizen militia engaged in daily military training and exercises.
King Tennes, terrified by the overwhelming Persian forces, dispatched his envoy Thessalion to Artaxerxes with offers of surrender without resistance, plus vital intelligence regarding Egyptian defenses. Before sending this message, Tennes had consulted Mentor of Rhodes, commander of Sidonian Greek mercenaries, securing his cooperation. Artaxerxes III, whose primary objective involved making Sidon an exemplary warning to other rebellious cities, accepted these proposals.
According to Diodorus Siculus:
Tennes, having communicated his treachery to Mentor, the commander of the Egyptian mercenary forces, placed him in charge of part of the city to cooperate with accomplices in executing the betrayal. He then departed the city with 500 citizens under pretense of attending a Phoenician assembly, taking 100 of the most distinguished citizens to the council.
Upon arriving at the king's camp, he suddenly arrested the hundred and delivered them to Artaxerxes' custody. The king welcomed him as a friend while condemning the hundred as rebels. When 500 Sidonian elders approached bearing olive branches and pleading forgiveness, he summoned Tennes and inquired whether he could deliver the city. For he was extremely anxious not to receive Sidon through submission, intending instead to inflict an unpardonable disaster upon the Sidonians and terrorize other cities through exemplary punishment.
When Tennes assured him he would deliver the city, the king, maintaining his unforgiving anger, executed all 500 men still holding apologetic olive branches. Tennes then negotiated with the hired Egyptians, persuading them to admit him and the king within the walls.
Thus Sidon fell through shameful betrayal to the Persian army. The king, believing Tennes no longer useful, ordered his execution. However, the Sidonian populace, before Persian occupation, burned their ships to prevent any citizens from escaping by sea. When they witnessed the city and walls overrun by countless soldiers, they barricaded themselves with their families in their homes and perished in the flames they ignited.
Diodorus provides additional detail regarding Tennes' role:
Tennes, the Sidonian governor, upon learning the approaching army's magnitude and recognizing the rebels' inadequate forces, secretly conspired to seek refuge. For this purpose, he sent his loyal subordinate Thessalion secretly to Artaxerxes, promising to become Sidon's guardian and assist in every possible way with Egypt's conquest, claiming special utility due to his intimate knowledge of Egyptian terrain and optimal Nile crossing points.
The king was pleased with Thessalion's message and promised that if Tennes could fulfill these commitments, he would not only forgive his former rebellions but provide substantial rewards. However, Thessalion stated that Tennes expected the king's right hand pledge for his promise. The king, enraged by this demand (not trusting words alone), ordered Thessalion's execution. As he was led to execution, Thessalion declared: "O king, do as you please, but Tennes, who can accomplish all I have described, will do nothing except based on the promise made to you, since you have refused to provide any assurance yourself."
Hearing this, the king reconsidered and ordered the guards to release the man. He then extended his right hand and clasped Thessalion's—the most reliable and trustworthy sign of sincerity and agreement among Persians regarding covenant adherence. Thessalion returned to Sidon and secretly related the entire episode to Tennes.
Through Tennes' and Mentor's treachery, all Sidonian battle preparations proved futile. After Mentor opened the city gates, 600 Sidonian oligarchs were ambushed and killed through Tennes' deception. According to Diodorus, over 40,000 inhabitants perished while survivors were enslaved—an account corroborated by the Babylonian Chronicle.
Sidon's terrible fate definitively ended the satrapal revolt. Other Phoenician cities, learning of these events, surrendered successively, and Cyprus and Phoenicia returned to Persian rule. Artaxerxes executed Tennes as punishment for his earlier disobedience and restored Phoenicia to Mazaeus' satrapy.
Suppression of the Unrest in Egypt
After Artaxerxes' victory over Sidon, Thebes, out of caution and prudence, recalled Pamenes from Phrygia. According to Polyaenus in his Strategemata, Artabazus suspected Pamenes' loyalty and arrested him. According to Diodorus Siculus :
"Artabazus, satrap of Hellespontine Phrygia, revolted against Artaxerxes III. He secured the support of the Athenian general Chares and later the Theban commander Pammenes, who brought 5,000 troops. After initial successes, Artabazus grew suspicious of Pammenes, accusing him of conspiring with the Persians, and had him arrested."
and Plutarch writes:
"Artabazus, relying on Greek mercenaries, defied the King’s order to disband his forces. The Theban Pammenes, sent to aid him, won victories but was later imprisoned by Artabazus on grounds of treachery."
Pamenes was killed by Artabazus' brothers. According to Polyaenus:
Artabazus ordered Pamenes, who was suspected of having conspired with the enemy, to go to the soldiers and pay them their wages and distribute corn among them. But as soon as Pamenes entered the camp, he ordered him to be arrested and sent to his brothers Oxathres and Dibektash.
Now Artaxerxes, having learned from his past failures and the high cost of going to war without preparation or comprehensive planning, made extensive preparations for his campaign to retake Egypt. He sent envoys to the greatest cities of Greece, asking them to join the imperial forces in confronting Egypt. He also levied taxes on the Greek cities of his empire to provide for the war's expenses. Thus Thebes sent one thousand hoplites under the command of Lacrates, who were placed under the command of Aristazanes, the king's chamberlain. Argos sent three thousand hoplites under Nicostratus, who were placed under the command of Rhosaces, the satrap of Ionia and Lydia. The Greeks of the Asian shores of the Mediterranean sent ten thousand troops, called "the King's Greeks"—six thousand under the court eunuch Bagoas, and four thousand under Mentor. But Artaxerxes' greatest advantage was the intelligence of Mentor of Rhodes, who had now broken away from the Pharaoh's service and come to him.
On the other hand, Nectanebo had ample time to strengthen his defensive positions. His forces numbered eighty thousand, of which five thousand were Spartan hoplites under Philophron.
The Persian army was commanded by Artaxerxes III himself, who, with his special guard, supervised all aspects of the campaign and divided command of the strategic operations and tactical maneuvers between the Persian commanders—including Bagoas and Rhosaces—and the Greek commanders—including Nicostratus, Aristazanes, Lacrates, and Mentor. Artaxerxes was victorious in this battle, and Persian rule became secure and stable after the victory in the Battle of Pelusium at the mouth of the Nile.
Bagoas and Mentor then advanced toward Memphis in pursuit of their offensive, reaching the city of Bubastis, where Pharaoh Nectanebo had recently rebuilt the great temple of Bastet. To prevent resistance from Bubastis' forces and ensure swift conquest of the city, they announced:
King Artaxerxes intends to treat with mercy those who willingly surrender their cities to the Persian troops, but those who are forced to submit will be punished as they were with the people of Sidon.
They ordered the guards of the city gates to allow anyone who wished to escape from Nectanebo's forces to do so, and thus the city surrendered. However, the Greek mercenary forces in Bubastis were angered that the citizens were no longer fighting, and they treated the population harshly, inflicting violence upon the citizens. When they encountered Mentor, whom they recognized as a fellow Greek from Rhodes, they sought his advice. He counseled them: "When Bagoas and the Persian forces come to take possession of Bubastis, you must attack and capture him." They followed his guidance precisely. According to Diodorus, Bagoas, seeing that "all hope for his life lay in Mentor's hands," pledged himself to him forever, promising to be his loyal and helpful friend. Mentor then agreed to have the Greeks release Bagoas and hand over the city to him.
Thus the remaining cities of Egypt fell under Artaxerxes' forces one after another. The family of the defeated Egyptian pharaoh, including Nectanebo II himself, managed to escape south to the kingdom of Nubia and take refuge there. Artaxerxes ordered the destruction of Egyptian city walls and the plundering of temples. Greek sources claim he personally killed the sacred Apis bull—a charge likely rooted in Hellenic propaganda, reflecting their tendency to portray Persian kings as impious tyrants who violated local religious norms to justify resistance and vilify imperial rule.
The Machinations of Mentor and His Associates
Mentor, his brother Memnon, and their brother-in-law Artabazus—who would play decisive roles in opposing Alexander—began their intricate game of deception during Artaxerxes' campaign. As we have seen, Mentor was able to bring the eunuch Bagoas into his service. Diodorus writes about Mentor, who was undoubtedly operating in coordination with Philip:
Artaxerxes, during his reign, seeing that General Mentor had shown him great merit in the war with the Egyptians, gave him more honor than the rest of his generals. He rewarded him abundantly for his bravery with a hundred talents of silver and the finest decorations, appointing him supreme commander of the coastal forces and satrap of the Asian shores. He entrusted him with the fight against the rebels. Since Mentor was related to Artabazus and Memnon, who had previously fought against the Persians and were now refugees from Asia at Philip's court, he petitioned the king and obtained his consent to pardon the charges against them. He immediately summoned them with all their families. For the sister of Mentor and Memnon had borne Artabazus eleven sons and ten daughters. Mentor was so pleased with the large number of children from this marriage that he appointed those sons to the most prominent commands in the army.
Mentor's first campaign targeted Hermias, the tyrant ruler of Atarneus, who had rebelled against the king and held many fortresses and cities. Promising Hermias that he would secure the king's pardon, Mentor met him in council, then captured him through trickery. After obtaining his seal-ring, he wrote messages to the cities, stating that Hermias had made peace with the king through Mentor's mediation. He sealed these letters with Hermias' ring and sent them with agents who were to seize those territories. The people of the cities, trusting the evidence and welcoming the prospect of peace, surrendered all their fortresses and cities. Having quickly and effortlessly recaptured the rebellious cities through deception, Mentor obtained great rewards from the king, who concluded that he was supremely capable of executing a general's orders. Similarly, he was soon able to suppress other commanders who opposed the Persians, either by force or by trickery.
Philip's Opportunism and Persian Response
During this period, Philip II of Macedon—as we have noted—took advantage of the Greek cities' preoccupation with the Persian struggle in Egypt, Phoenicia, and Cyprus, waging war on the Greek political scene throughout the 350s BC. Artaxerxes undoubtedly played a role in encouraging this tension, as Philip's actions forced Athens, Sparta, and Thebes, along with their allies, to turn to Persia and request its support. Given the close ties between Persia and Macedonia, it can be assumed that Philip's military campaigns were carried out with Persian court support and encouragement. Artaxerxes' excuse for not providing aid to Athens against Macedonian encroachments was that since Athens had not sent forces to assist Persia in its battle with Egypt, Artaxerxes III was not yet prepared to support Athens against the Macedonian offensive, based on the principles of the King's Peace.
However, when Philip became increasingly aggressive in 340 BC, besieging the cities of Perinthus and Byzantium and potentially closing the Bosporus Strait to prevent grain supplies from the Black Sea reaching Athens, Artaxerxes responded positively to the Athenian ambassador's request for help. He ordered his satraps in Asia Minor to send mercenaries and necessary supplies to assist those cities, forcing the Macedonians to abandon the sieges of Perinthus and Byzantium. Philip then declared war on Athens, accusing that city of breaking the peace treaty. He even attempted to incite Persia to wage war on Macedonia, attacking shipping in the Bosporus and capturing three hundred and sixty grain-laden vessels.
Prelude to the Fall of Artaxerxes’ Empire
By 340 BCE, Artaxerxes III had restored Persia’s dominance across its imperial frontiers and significantly shifted the balance of power in the Eastern Mediterranean. His reconquest of Egypt, suppression of the satrapal revolts, and successful campaigns in Cyprus and Phoenicia had reasserted Achaemenid authority. As a result, he was now widely recognized not only as Great King but also as pharaoh of Egypt—restoring imperial prestige and reestablishing Persian influence in Greek affairs. With Persian support, Athens had regained the confidence to resist Philip II of Macedon, whose expansionism threatened the autonomy of the Greek city-states.
At this critical juncture, Demosthenes (384–322 BCE), the leading Athenian orator and statesman, played a central role in articulating both the danger posed by Philip and the strategic value of Persia. Though long cast as a traditional adversary of the Greeks, Persia emerged in Demosthenes’ rhetoric as a potential bulwark against Macedonian aggression. As Philip advanced into Thrace and the Chersonese, Demosthenes began reframing Persia as a latent ally rather than a lurking threat.
In Answer to Philip’s Letter (341 BCE)—a speech written in response to Philip’s diplomatic letter that accused Athens of betrayal and defended Macedonian military actions—Demosthenes turned Philip’s claims back on him. He cited the recent Persian intervention at Perinthus, where satrapal forces had compelled Philip to abandon his siege, and warned that further Macedonian provocations would draw the Persian king into open hostility. “Their hostility is confirmed,” he declared, predicting that Persia would soon “become our paymaster.” Drawing on the precedent of the Peloponnesian War, he reminded Athenians that whichever side Persia had supported had ultimately prevailed—a clear appeal to realpolitik over ideological consistency.
Demosthenes’ engagement with Persia was driven by pragmatism rather than ideology. Though firmly committed to the ideal of Greek superiority, he understood that Athenian survival required strategic adaptability in the face of shifting geopolitical realities. His broader rhetorical campaign—evident in the Second Philippic (344 BCE)—paired scathing criticism of domestic apathy (“we sit here idle… passing resolutions and haunting the market-place”) with warnings about the fragility of Philip’s alliances, built on “treachery and greed.” Persia, once feared, was now a critical counterbalance in a precarious geopolitical equation.
At this moment of renewed Persian ascendancy, Philip’s position became increasingly unstable. The Persian satraps along the Hellespont had demonstrated their ability to block his campaigns, and Artaxerxes III appeared prepared to assert Persian interests more directly in Greek affairs. It was in this climate that Philip launched a calculated ideological campaign. With the help of pan-Hellenic advocates—including Aristotle, tutor to his son Alexander—he revived the old slogan of the "Liberation of the Greeks of Asia" to justify future aggression against Persia.
Behind the scenes, Philip also forged clandestine ties within the Persian court. With the help of his agent Mentor of Rhodes and the court eunuch Bagoas, he orchestrated the poisoning of Artaxerxes III. The cause of death was carefully concealed, explaining its absence from the Babylonian chronicles. Bagoas, acting swiftly, murdered all of the king’s sons except one—Arses—whom he placed on the throne (338–336 BCE) under the name Artaxerxes IV. Hoping to rule through this young king, Bagoas soon found Arses resistant and had him poisoned as well. With the Achaemenid royal line effectively exterminated, Bagoas installed Darius II’s great-nephew, Codomannus, who assumed the throne as Darius III.
Meanwhile, Philip marched on Athens and secured victory at the Battle of Chaeronea in 338 BCE, marking the end of effective Greek resistance. He then convened a League of Corinth and proclaimed a pan-Hellenic campaign against Persia under the guise of a “common peace.” Yet before he could launch his invasion, Philip was assassinated under murky circumstances—likely with the collusion of his wife Olympias and son Alexander—passing the imperial ambition to his heir.
On the Career of Artabazus
Artabazus was the son of Pharnabazus, satrap of Dascylium (387-413 BC), whose political fortunes became inextricably linked with the turbulent final decades of Achaemenid rule. Through marriage to the sister of the Rhodian mercenary commanders Mentor and Memnon, he established a family network that would prove both advantageous and treacherous. This union produced eleven sons and ten daughters, creating a sprawling dynasty that would play pivotal roles in the empire's final struggles. Among his children was Pharnabazus II, who would succeed Memnon as commander of Persian forces in Asia Minor in 333 BC, and his daughter Barsine, who married first Mentor, then Memnon, and ultimately became Alexander's consort, bearing him a son named Heracles.
When Pharnabazus was dispatched to campaign in Egypt, his eldest son Ariobarzanes inherited the satrapy of Dascylium. However, dynastic tensions soon erupted when Artaxerxes II, responding to complaints from Autophradates, satrap of Lydia, branded Ariobarzanes a rebel and transferred portions of his territory to his brother Artabazus as punishment. This provoked Ariobarzanes to open revolt, though some scholars argue that the king's true grievance lay in Ariobarzanes' shifting allegiances—his abandonment of Sparta in favor of Thebes had disrupted the delicate balance of Persian foreign policy. The subsequent military response, involving Autophradates and Mausolus, was intended more as disciplinary action than destruction, yet it catalyzed the broader satrapial revolt that would plague the empire for years.
The capture of Artabazus near the Hellespont in summer 364 BC marked a crucial turning point. His brothers-in-law, Mentor and Memnon, recognizing opportunity in crisis, allied themselves with Ariobarzanes, who by then controlled Lampsacus and other strategic cities across the Hellespont, including Adramyttium and Assos. When Autophradates moved to recapture Adramyttium and besieged Assos, the intervention of the Spartan king Agesilaus and the Athenian general Timotheus forced him to abandon the siege, as his ally King Cotys of Thrace faced pressure from Philip II of Macedon. In a calculated move, Autophradates then forged an alliance with Artabazus to weaken Ariobarzanes, securing the latter's release from prison. This fragile coalition ultimately led to Ariobarzanes' downfall in 360 BC, when he was captured and crucified through the betrayal of his own son Mithridates—a grim reminder of how family loyalty could dissolve under imperial pressure.
Following Ariobarzanes' execution, Artabazus obtained the coveted satrapy of Hellespontine Phrygia. Yet when Artaxerxes III ascended the throne and embarked on his systematic campaign to crush rebellious governors, Artabazus found himself inevitably targeted. Facing the full weight of royal displeasure and left without support by Thebes, he made the fateful decision to seek refuge at Philip's court in Macedonia with his large family, where he would spend a decade in exile. This period proved consequential beyond mere survival—in Pella, he encountered not only the young Alexander but also Aristotle, establishing relationships that would later bear unexpected fruit.
The complexity of these relationships becomes evident in the subsequent careers of the three brothers-in-law. While Artabazus languished in Macedonian exile, Mentor fled to Egypt, where he initially served in its defense. However, in a masterful display of opportunism, Mentor switched sides during Artaxerxes III's invasion, providing crucial intelligence that secured Persian victory. This betrayal earned him not only royal pardon but promotion to command of Persian forces in Asia Minor. As a gesture of magnanimity—or perhaps recognizing their potential value—Artaxerxes III extended clemency to both Artabazus and Memnon, allowing their return from Philip's court.
The traditional narrative suggests that Artabazus subsequently distinguished himself through unwavering loyalty to Darius III, participating in the battle of Gaugamela and remaining faithful even after the king's flight. According to these accounts, Alexander rewarded this loyalty by appointing him satrap of Bactria following Darius III's death in 330 BC. However, such claims warrant careful scrutiny. Given the intricate web of relationships between Artabazus, his family, and the Macedonian court—relationships forged during his decade-long exile—the possibility of more complex motivations and divided loyalties cannot be dismissed.
The careers of Artabazus, Mentor, and Memnon reveal the sophisticated intelligence networks and covert operations that characterized late Achaemenid politics. Their ability to navigate between Persian and Macedonian courts, switching allegiances while maintaining family bonds, suggests they were engaged in what can only be described as elaborate espionage activities serving both Persian and Macedonian interests—or perhaps neither exclusively.
Conclusion: Artaxerxes III's Legacy in Diplomacy and Culture
Despite the ultimate failure of his dynasty, Artaxerxes III's reign represents a remarkable demonstration of Achaemenid diplomatic sophistication and cultural adaptability. His systematic approach to imperial restoration—combining military force with diplomatic finesse—revealed the empire's enduring capacity for strategic thinking even in its final century.
In the realm of diplomacy, Artaxerxes III demonstrated masterful manipulation of Greek interstate rivalries. Rather than simply opposing Macedonian expansion, he exploited Philip II's aggressive policies to drive traditional Persian enemies—Athens, Sparta, and Thebes—into Persian arms. His calculated refusal to aid Athens initially, citing their failure to support Persia against Egypt, followed by timely intervention at Perinthus and Byzantium, showcased diplomatic timing of the highest order. By 340 BC, Persia had achieved what would have seemed impossible decades earlier: Greek city-states actively seeking Persian alliance against a common enemy.
The king's cultural policies reflected the empire's traditional tolerance and pragmatic adoption of local customs. His assumption of pharaonic titles and rituals in Egypt, while controversial among later Greek sources, demonstrated the Achaemenid understanding that lasting rule required cultural legitimacy, not mere conquest. The appointment of Greek mercenary commanders alongside Persian nobles, the integration of diverse military traditions, and the sophisticated use of local intermediaries all reflected an imperial system that, even under pressure, maintained its characteristic flexibility.
Perhaps most significantly, Artaxerxes III's reign witnessed the maturation of what might be called "imperial intelligence networks"—sophisticated systems of information gathering, propaganda, and covert influence that transcended simple military conquest. The careers of figures like Mentor, Memnon, and Artabazus reveal networks of personal relationships, strategic marriages, and shifting loyalties that enabled the empire to project power far beyond its formal boundaries. These networks, operating simultaneously within Persian, Egyptian, and Greek spheres, represented a form of statecraft that anticipated later Byzantine and Islamic diplomatic traditions.
The king's patronage of Greek intellectuals and mercenaries, combined with traditional Persian administrative practices, created a cosmopolitan court culture that attracted talent from across the known world. This cultural synthesis, while ultimately insufficient to prevent imperial collapse, established precedents that would influence Hellenistic kingdoms and, ultimately, Roman imperial administration.
In the end, Artaxerxes III's tragedy lay not in his methods—which were often brilliant—but in the scale of the challenges he faced. The rise of Macedonia under Philip II represented a new form of military organization and political ambition that the traditional Achaemenid system, despite its sophistication, could not ultimately contain. Yet his reign demonstrated that even in decline, the Persian Empire remained a formidable diplomatic and cultural force, capable of innovations that would outlive the dynasty itself. His legacy lies not in military victory, but in the sophisticated statecraft and cultural synthesis that marked the final flowering of Achaemenid civilization.
As Caldwell (2005) observes, Persia maintained a standing fleet utilizing vessels constructed for previous campaigns. However, ancient naval warfare primarily involved commissioning new ships, and constructing fleets for major battles required extensive shipbuilding programs that could not be implemented rapidly or efficiently. Consequently, major naval engagements demanded considerable preparation time. Given concerns about western unrest, Egyptian rebellions, and other unresolved upheavals and crises, Persian responses following Xerxes' death cannot be characterized as weak or inadequate.
Tennes
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