Artaxerxes III Artaxerxes III of Persia 338 BC ; ; , transliterated as " Artaxšaçā " ) was the Great King ( Shah ) of Persia and the eleventh Emperor of the Achaemenid Empire , as well as the first Pharaoh of the 31st dynasty of Egypt . He was the son and successor of Artaxerxes II and was succeeded by his son , Arses of Persia ( also known as Artaxerxes IV ) . His reign coincided with the reign of Philip II in Macedon and Nectanebo II in Egypt . Before ascending the throne Artaxerxes was a satrap and commander of his father ' s army . Artaxerxes came to power after one of his brothers was executed , another committed suicide , the last murdered and his father , Artaxerxes II died at the age of 86 . Soon after becoming king , Artaxerxes murdered all of the royal family to secure his place as emperor . He started two major campaigns against Egypt . The first campaign failed , and was followed up by rebellions throughout the western empire . In 343 BC , Artaxerxes defeated Nectanebo II , the Pharaoh of Egypt , driving him from Egypt , stopping a revolt in Phoenicia on the way . In Artaxerxes ' later years , Philip II of Macedon ' s power was increasing in Greece , where he tried to convince the Greeks to revolt against Achaemenid Persia . His activities were opposed by Artaxerxes , and with his support , the city of Perinthus resisted a Macedonian siege . There is evidence for a renewed building policy at Persepolis in his later life , where Artaxerxes erected a new palace and built his own tomb , and began long - term projects like the Unfinished Gate . According to a Greek source , Diodorus of Sicily , Bagoas poisoned Artaxerxes , but a cuneiform tablet ( now in the British Museum ) suggests that the king died from natural causes . Name . Ochus was the name of Artaxerxes before ascending the throne ; and Artaxerxes III ( Old Persian : 𐎠𐎼𐎫𐎧𐏁𐏂𐎠 , Artaxšaçrā , " " he whose empire is well - fitted " " or " " perfected " , or Arta : " honoured " + Xerxes : " a king " ( " the honoured king " ) , according to Herodotus " the great warrior " " ) was the throne name adopted by Ochus when he succeeded his father in 358 BC . He is generally referred to as Ochus , but in Iran he is known as Ardeshir III ( اردشیر سوم Modern Persian form of Artaxerxes ) . In Babylonian inscriptions he is called " " Umasu , who is called Artakshatsu " " . The same form of the name ( probably pronounced Uvasu ) occurs in the Syrian version of the Canon of Kings by Elias of Nisibis . Early life and accession . Before ascending the throne Artaxerxes had been a satrap and commander of his father ' s army . In 359 , just before ascending the throne he attacked Egypt as a reaction to Egypt ' s failed attacks on coastal regions of Phoenicia . In 358 BC his father , Artaxerxes II , died at the age of 86 , apparently because of a broken heart caused by his children ' s behaviour , and , since his other sons , Darius , Ariaspes and Tiribazus had already been eliminated by plots , Artaxerxes III succeeded him as Emperor . His first order was the execution of over 80 of his nearest relations to secure his place as emperor . In 355 BC , Artaxerxes forced Athens to conclude a peace which required the city to leave Asia Minor and to acknowledge the independence of its rebellious allies . Artaxerxes raised a campaign against the rebellious Cadusians , but he managed to appease both of the Cadusian kings . A successful character emerging from this campaign was Darius Codomannus , who later occupied the throne as Darius III . He then ordered the disbanding of all the satrapal armies of Asia Minor , as he felt that they could no longer garuantee peace in the west , and instead equipped the western satraps with the means to revolt . The order was however ignored by Artabazus of Lydia , who asked for the help of Athens in a rebellion against the king . Athens sent the assistance to Sardis . Orontes of Mysia also came to Artabazus and the joined forces managed to defeat the forces sent by Artaxerxes in 354 BC . However , in 353 BC , they were defeated by Artaxerxes ’ army and were disbanded . Orontes was pardoned by the king , while Artabazus fled to the safety of court of Philip II of Macedon . First Egyptian Campaign . In around 351 BC , Artaxerxes embarked on a campaign to recover Egypt , which had revolted under his father , Artaxerxes II ' s rule . At the same time a rebellion had broken out in Asia Minor , which , being supported by Thebes , threatened to become serious . Levying a vast army , Artaxerxes marched into Egypt , and engaged Nectanebo II . After a year of fighting the Egyptian Pharaoh , with the services of the Greek generals Diophantus and Lamius , inflicted a crushing defeat on the Persians . Artaxerxes was compelled to retreat and postpone his Egyptian enterprise . Rebellion of Cyprus and Sidon . Soon after this defeat , leaders of Phoenicia , Asia Minor and Cyprus declared their independence . In 343 BC , Artaxerxes committed the suppression of the Cyprian rebels to Idrieus prince of Caria , who employed on the service of 8 , 000 Greek mercenaries and forty trireme s , commanded by Phocion the Athenian , and Evagoras , son of the elder Evagoras , the Cypriot monarch . Idrieus succeeded in reducing Cyprus . Artaxerxes initiated a counter - offensive against Sidon by deputing Belesys , satrap of Syria and Mezseus , satrap of Cilicia to invade the city and to keep the Phoenicians in check . Both suffered crushing defeats at the hands of Tennes , the Sidonese king , who was aided by 40 , 000 Greek mercenaries sent him by Nectanebo II and commanded by Mentor of Rhodes , and the Persian forces were driven out of Phoenicia . After this , Artaxerxes proceeded against Sidon in person at the head of 330 , 000 men , comprising 300 , 000 foot soldiers , 30 , 000 cavalry , 300 triremes , and 500 transports or provision ships . After gathering this army , he directed his efforts towards obtaining efficient assistance from the Greeks . Though refused aid by Athens and Sparta , he succeeded in obtaining a thousand Theban heavy - armed hoplites under Lacrates , three thousand Argives under Nicostratus , and six thousand Æolians , Ionians , and Dorians from the Greek cities of Asia Minor . The assistance thus secured was numerically small , amounting to no more than ten thousand men , not a thirtieth part of his native force ; but it formed , together with the Greek mercenaries from Egypt who went over to him afterwards , the force on which he placed his chief reliance , and to which the ultimate success of his expedition was mainly due . The approach of Artaxerxes shook the resolution of Tennes , who endeavoured to purchase his own pardon by delivering up a hundred of the principal citizens of Sidon into the hands of the Persian king , and then admitting him within the defences of the town . Artaxerxes caused the hundred citizens to be transfixed with javelins , and when 500 more came out as supplicants to entreat his mercy , relentlessly consigned them to the same fate . Sidon was then burnt to the ground , either by Artaxerxes or by the Sidonian citizens . Forty thousand people died in the conflagration . Artaxerxes sold the ruins at a high price to speculators , who calculated on reimbursing themselves by the treasures which they might dig out from among the ashes . Tennes was later put to death by Artaxerxes . He later sent Jews who supported the revolt to Hyrcania the south coast of the Caspian Sea . Second Egyptian Campaign . The reduction of Sidon was followed closely by the invasion of Egypt . In 343 BC , Artaxerxes , besides his 330 , 000 Asiatics , had now a force of 14 , 000 Greeks furnished by the Greek cities of Asia Minor ; 4 , 000 under Mentor , consisting of the troops which he had brought to the aid of Tennes from Egypt ; 3 , 000 sent by Argos ; and 1000 from Thebes . He divided his numerous armament into three bodies , and placed at the head of each a Persian and a Greek . The Greek commanders were Lacrates of Thebes , Mentor of Rhodes , and Nicostratus of Argos and The Persians were Rhossaces , Aristazanes , and Bagoas , the chief of the eunuchs . Nectanebo II resisted with an army of 100 , 000 of whom 20 , 000 were Greek mercenaries . Nectanebo II occupied the Nile and its various branches with a numerous navy . The character of the country , intersected by numerous canals , and full of strongly fortified towns , was in his favour ; and he might have been expected to make a prolonged , if not even a successful , resistance . After his defeat , Nectanebo hastily fled to Memphis , leaving the fortified towns to the defence of their garrisons . These consisted of mixed troops , partly Greek and partly Egyptian ; between whom jealousies and suspicions were easily sown by the Persian leaders . By these means the Persians rapidly reduced the secondary cities of Lower Egypt , and were advancing upon Memphis . when Nectanebo quit the country and fled southwards to Ethiopia . The Persian army completely routed the Egyptians and occupied the Lower Delta of the Nile . After Nectanebo fled to Ethiopia , all of Egypt submitted to Artaxerxes and the Jews in Egypt were sent to the south coast of the Caspian Sea , where the Jews of Phoenicia were sent , and Babylon . After this victory , Artaxerxes had the city walls destroyed , started a reign of terror , and set about looting all the temples . Persia gained a significant amount of wealth from this looting . Aside from the immediate looting , Artaxerxes raised high taxes , and attempted to weaken Egypt enough that it could never revolt against Persia . For the 10 years that Persia controlled Egypt , religion was persecuted and sacred books were stolen . Before he returned to Persia , he appointed Pherendares as satrap of Egypt . With the loot Artaxerxes amply rewarded his mercenaries and then returned to his capital with the glory of having successfully carried through the invasion of Egypt . Later years . After his success in Egypt , Artaxerxes returned to Persia and spent the next few years effectively quelling insurrections in various parts of the Empire so that a few years from the conquest of Egypt , the Persian Empire was firmly entrenched in the grasp of the emperor . Egypt remained a part of the Persian Empire until Alexander the Great ' s conquest of Egypt . After the conquest of Egypt , there were no more revolts or rebellions against Artaxerxes . Mentor and Bagoas , the two generals who had most distinguished themselves in the Egyptian campaign , were advanced to posts of the highest importance . Mentor , who was governor of the entire Asiatic seaboard , exerted himself successfully to reduce to subjection the many chiefs who during the recent troubles had assumed an independent authority , and in the course of a few years brought the whole coast into complete submission and dependence . Bagoas was brought back to the capital with Artaxerxes , became the main figure in internal administration , and maintained tranquillity throughout the rest of the Empire . The last six years of the reign of Artaxerxes the Persian Empire was governed by a vigorous and successful government . Persian forces in Ionia and Lycia regained their control of the Aegean and the Mediterranean Sea and took over much of Athens ’ s former island empire . Isocrates of Athens started his speeches calling for a ‘ crusade against the barbarians ’ but there was not enough strength left in any of the Greek city - states to answer his call . In 341 BC , Artaxerxes returned to Babylon , where he apparently proceeded to build a great Apadana whose description is present in the works of Diodorius . Although there weren ' t any rebellions in the Persian Empire itself , the growing power and territory of Philip II of Macedon in Macedon ( against which Demosthenes was in vain warning the Athenians ) attracted the consideration of Artaxerxes ; and he ordered that Persian influence was to be used to check and depress the rising kingdom . In 340 BC , a force was consequently dispatched to assist the Thracian prince , Cersobleptes , to maintain his independence ; and such effectual aid was given to the city of Perinthus that the numerous and well - appointed army with which Philip had commenced its siege was completely baffled and compelled to give up the attempt . By the last year of Artaxerxes ' rule Philip II already had plans for invasion of the Persian Empire , which would crown his career as world conqueror ; But the Greeks did not unite with him . In 338 BC Artaxerxes was poisoned by Bagoas with the assistance of a physician Legacy . Historically , kings of the Achaemenid Empire were followers of Zoroaster or heavily influenced by Zoroastrian ideology . The reign of Artaxerxes II saw a revival of the cult of Anahita and Mithra , when in his building inscriptions he invoked Ahuramazda , Anahita and Mithra and even set up statues of his gods . Mithra and Anahita had until then been neglected by true Zoroastrians ; because they defied Zoroaster ’ s command that God was to be represented only by the flames of a sacred fire . Artaxerxes III is thought to have rejected Anahita and worshipped only Ahuramazda and Mithra . An ambiguity in the cuneiform script of an inscription of Artaxerxes III at Persepolis suggests that he regarded father and son as one person , suggesting that the attributes of Ahuramazda were being transferred to Mithra . Strangely , Artaxerxes had caused statues of the goddess Anâhita to be erected at Babylon , Damascus , and Sardis , as well as at Susa , Ecbatana , and Persepolis . While Artaxerxes was in Egypt , he issued a large series of silver imitations of Athenian coinage . The issues of Artaxerxes are recognisable as such because his name appears on the reverse in a local Egyptian script . The inscription reads " Artaxerxes Pharaoh . Life , Prosperity , Wealth " . In literature . It is thought by some that the " Book of Judith " could have been originally based on Artaxerxes ' campaign in Phoenicia , as Holofernes was the name of the brother of the Cappadocian satrap Ariarathes , the vassal of Artaxerxes . Bagoas , the general that finds Holofernes dead , was one of the generals of Artaxerxes during his campaign against Phoenicia and Egypt . Constructions . There is evidence for a renewed building policy at Persepolis , but some of his constructions weren ' t finished due to his early death . Two of his constructions at Persepolis were the Hall of Thirty - Two Columns , which its purpose is unknown , and the palace of Artaxerxes III . The unfinished Army Road and Unfinished Gate , which connected the Gate of All Nations and the One - hundred Column Hall , gave archaeologists an insight into the construction of Persepolis . His tomb was cut into the mountain behind the Persepolis platform , next to his father ' s tomb . The Nebuchadnezzar II palace in Babylon was expanded during the reign of Artaxerxes III . Family . Artaxerxes III was the son of Artaxerxes II and Statira . Artaxerxes II had more than 115 sons by many wives , most of them however were illegitimate . Some of Ochus ' noticeable siblings were Rodogune , Apama , Sisygambis , Ocha , Darius and Ariaspes , most of them were murdered soon after his ascension . Artaxerxes married his niece and the daughter of Oxathres , brother of the future king Darius III . His children were Arses , the future king of Persia , Bisthanes , and Parysatis .