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Artaxerxes III and the Reconquest of Egypt

Artaxerxes III, born Ochus, ruled the Achaemenid Empire from 359/358 to 338 BCE. He came to the throne after a bloody purge of his own family, crushed revolts in Asia Minor and Phoenicia, and in about 343 BCE won back Egypt, which had been independent for some sixty years. He left the empire stronger than he found it, but he was murdered, and within eight years of his death the dynasty had fallen to Alexander.

Reign359/358 to 338 BCE
Birth nameOchus (the Greek form of his personal name)
FatherArtaxerxes II
Main eventsSatraps disarmed, revolt of Artabazus, sack of Sidon, reconquest of Egypt
Death338 BCE, poisoned by Bagoas according to Diodorus
Persian nameاردشیر سوم (Ardeshir-e sevvom)

A violent succession

The long reign of Artaxerxes II ended in a family struggle. Of his many sons, the heir Darius was executed for plotting against his father, another son, Ariaspes, killed himself after being frightened by court rumours, and a third, Arsames, was murdered. The Roman historian Justin and Plutarch both make Ochus the hand behind these deaths. When he took the throne he is said to have killed most of the remaining royal kin; Justin and Valerius Maximus give wildly large figures for the brothers and relatives who died. The numbers are not reliable, but the picture of a king who cleared away every rival was common to all the Greek and Roman writers.

Like his predecessors he took a throne name. Ochus became Artaxerxes, the name of his father and great-grandfather, a sign that he presented himself as the continuation of a stable line rather than a usurper.

Rock-cut royal tomb with a carved façade in the hillside above the Persepolis terrace
The rock-cut tomb above the Persepolis terrace usually attributed to Artaxerxes III. Its upper panel shows the king before a fire altar, held up by figures from the subject peoples. Image: Martin Yhlén, CC BY-SA 2.0, via Wikimedia Commons.

Taming the satraps

Artaxerxes II had faced the great revolts of the satraps in Asia Minor in the 360s. His son drew a practical conclusion. A note in an ancient commentary on Demosthenes says he ordered the satraps of the coast to dismiss their mercenary armies, since private armies of Greek soldiers were what had made the governors dangerous.

Not everyone obeyed. Artabazus, satrap of Hellespontine Phrygia, rebelled in the 350s with help from Athenian and Theban mercenaries. He was defeated and fled to the court of Philip II of Macedon, with his brother-in-law Memnon of Rhodes. Both were later pardoned and returned to Persian service, and Memnon would lead the defence against Alexander in 334 BCE. The episode shows how closely the Persian and Macedonian worlds were already tied a generation before the invasion.

First failure in Egypt and the revolt of Phoenicia

Egypt had broken away around 404 BCE and had beaten off several Persian attempts to recover it. Artaxerxes III’s first campaign, around 351/350 BCE, also failed. The defeat encouraged others. The Phoenician cities, led by Sidon and its king Tennes, rose in revolt, and some Cypriot kings joined them. Sidon received Greek mercenaries from Egypt.

Artaxerxes took personal command. According to Diodorus (Book 16), Tennes betrayed his own city in the hope of saving himself, and the king had him killed anyway. When the Sidonians saw the Persian army inside the walls they burned their ships and set fire to their houses, and Diodorus says some 40,000 people died. Whatever the true figure, the destruction of Sidon, around 345 BCE, was meant as a warning to the rest of Phoenicia, and it worked.

The reconquest of Egypt

The second Egyptian campaign is usually dated to 343 BCE, though some scholars prefer 340/339 BCE. Artaxerxes assembled a large army with thousands of Greek mercenaries, recruited partly from Thebes and Argos, and with the Greek commander Mentor of Rhodes, brother of Memnon, who had served the rebels at Sidon and changed sides. The eunuch Bagoas, a trusted courtier, was one of the leading Persian commanders.

The Egyptian pharaoh Nectanebo II had his own Greek mercenaries and a line of fortifications in the eastern Delta around Pelusium, the same gateway where Cambyses had won Egypt in 525 BCE. The Persian forces outflanked his positions, the garrisons began to surrender, and Nectanebo withdrew to Memphis and then fled south, probably to Upper Egypt or Nubia. He was the last native Egyptian pharaoh for more than two thousand years.

Egypt became a satrapy again; Egyptologists call this phase the Thirty-first Dynasty. Greek writers say Artaxerxes plundered temples and killed the sacred Apis bull, the same accusation Herodotus had made against Cambyses. The charge may repeat an old literary pattern, and historians treat it with caution.

Persia and the rise of Macedon

With Egypt back, the empire reached its old frontiers. Artaxerxes now watched Philip II, who was taking over the Greek world. When Philip besieged Perinthus on the Sea of Marmara in 340 BCE, Persian satraps in Asia Minor sent troops and supplies to help the city, and the siege failed. Arrian later preserved a letter in which Alexander accused the Persians of this interference. It became one of the grievances Macedon used to justify war.

Murder by Bagoas

Diodorus says that in 338 BCE Bagoas, by then the most powerful man at court, had the king poisoned by a physician and placed Artaxerxes’ young son Arses on the throne as Artaxerxes IV. Two years later Bagoas poisoned Arses too, and chose a member of a side branch of the royal family, who became Darius III. The story of an all-powerful eunuch comes only from Greek sources, which liked tales of harem plots, but the rapid deaths of two kings point to a real crisis at the centre.

His tomb is generally identified with one of the two rock tombs cut into the mountain above Persepolis, made in the same design as the tombs of his ancestors at Naqsh-e Rostam. An inscription of Artaxerxes III on a staircase of the Persepolis terrace lists his ancestors king by king back to Hystaspes and Arsames, the father and grandfather of Darius I, an unusual effort to show his place in the royal line.

  1. 359/358 BCE Ochus succeeds Artaxerxes II as Artaxerxes III
  2. 350s BCE Revolt of Artabazus; he flees to Macedon
  3. c. 351/350 BCE First attempt on Egypt fails
  4. c. 345 BCE Revolt and destruction of Sidon
  5. 343 BCE (or 340/339) Egypt reconquered; Nectanebo II flees
  6. 340 BCE Persian help saves Perinthus from Philip II
  7. 338 BCE Artaxerxes III dies, by poison according to Diodorus

How historians judge him

The ancient image is of a cruel king, and his treatment of his family and of Sidon gives grounds for it. Modern historians such as Pierre Briant also stress his success: he restored royal control over the satraps and recovered the richest province the empire had lost. The idea, once common, that the empire Alexander attacked was a decaying giant fits poorly with the reign of Artaxerxes III. The weakness came from the succession crisis after his death, not from a long decline. The next pages follow that story through Darius III and the war with Alexander.

Persian words from this page

اردشیرArdeshirArtaxerxes
مصرMesrEgypt
صیداSeydâSidon
شهربانshahrbânsatrap, provincial governor
تخت جمشیدTakht-e JamshidPersepolis
آرامگاهârâmgâhtomb, resting place

Sources and further reading

  • Diodorus of Sicily, Library of History, Book 16 (Sidon and Egypt) and Book 17.5 (death of the king)
  • Encyclopaedia Iranica, “Artaxerxes III“
  • Pierre Briant, From Cyrus to Alexander: A History of the Persian Empire (2002), chapter 15
  • Amélie Kuhrt, The Persian Empire: A Corpus of Sources from the Achaemenid Period (2007)
  • The Cambridge History of Iran, vol. 2 (1985)

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More in The Achaemenid Empire (550–330 BCE)

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  15. The Great Revolts of 522–521 BCE
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  18. Darius’s Scythian Campaign
  19. Darius’s Canal from the Nile to the Red Sea
  20. Darius’s Reforms: Satrapies, Taxes and Law
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  22. The Daric: Achaemenid Coinage and Economy
  23. The Ionian Revolt (499–493 BCE)
  24. The Greco-Persian Wars: An Overview
  25. Mardonius and the First Persian Expedition to Greece (492 BCE)
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  27. The Death of Darius I and the Succession of Xerxes
  28. The Royal Tombs of Naqsh-e Rostam
  29. Xerxes I: King of Kings (486–465 BCE)
  30. Xerxes’ Invasion of Greece (480–479 BCE)
  31. The Battle of Thermopylae (480 BCE)
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  33. The Persian Capture of Athens (480–479 BCE)
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  35. The Battle of Plataea and the End of the Invasion (479 BCE)
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  42. The Persian Immortals and the Achaemenid Army
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  44. Religion of the Achaemenid Kings
  45. Women of the Achaemenid Court
  46. Old Persian Language and Cuneiform
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  48. Babylon under Persian Rule
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  55. The King’s Peace (387 BCE)
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  57. Artaxerxes III and the Reconquest of Egypt
  58. Darius III, the Last Achaemenid King
  59. The Battle of the Granicus (334 BCE)
  60. The Battle of Issus (333 BCE)
  61. Alexander Takes Tyre, Gaza and Egypt (332 BCE)
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  64. The Burning of Persepolis (330 BCE)
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