University of Virginia Library

BOOK ONE

Chapter I

THE FIRST INTERVIEW WITH THE KING OF
CH`IN[1] : A MEMORIAL

Thy servant has heard: "Who knows not but speaks, is not
wise. Who knows but speaks not, is not loyal. Any minister,
if not loyal, must be condemned to death. If what he speaks
be not true, he must be condemned to death, too." However,
thy servant begs to speak all he has heard and entreats Your
Majesty to convict him of whatever crime.

Thy servant has heard, All-under-Heaven[2] are forming
the Perpendicular Union[3] by uniting with Chao[4] in the

centre, Yen in the north, and Wey in the south, confederating
with Ching,[5] securing the good-will of Ch`i, and also
conjoining Han, with a view to facing the west[6]
and thereby
forcibly causing Ch`in difficulties. At such a measure thy
servant is laughing within himself. While there are in the
world three causes of ruin, the allies exemplify all of them.
If they are said to be exemplifying all the causes of ruin, it
is because of their conspiracy against Ch`in! About the
causes of ruin, thy servant has heard the saying, "A misgoverned
country attacking a well-governed country will go
to ruin; a wicked country attacking an upright country will
go to ruin; and a country defying the course of nature,
when it attacks a country following the course of nature,
will go to ruin."

At present, the treasuries and armouries of the allies are
not full; their granaries[7] and storehouses[7] are empty. With
all their gentry and commoners enlisted, there can be massed
troops counting by hundreds of thousands.[9] Among them,
those who would bow their heads,[10] wear feather head-dresses,
assume the office of commanders, with a decisive forethought
to die fighting, number more than[11] one thousand. While
they all avow their determination to die, in case of emergency,
even pulled by naked blades in the front and pushed by axes

and anvils from behind, they would run backward and never
fight to the death. Not that the gentry and commoners cannot
fight to the death, but that their superiors are not capable of
making them do so. For rewards are not bestowed as
promised; nor are punishments inflicted as announced.
Since reward and punishment are of no faith, their gentry
and commoners would never fight to the death.

Now Ch`in issues verbal commands and written orders
and carries out rewards and punishments accordingly, both
men of merit and of no merit are clearly distinguished[12] from
each other. Therefore, though the people have never seen
any bandits since they left their parents' bosoms and lapels,
once the news of hostilities reaches their ears, everywhere are
found men tapping their feet and baring their arms to rush
against sharp blades and step upon the charcoal of burning
furnaces with a decisive forethought to die fighting. Verily
in time of crisis readiness to die and resolution to live are
not the same. Yet the people of Ch`in alone dare all hazards
in the cause of their country, for they respect courageous[13]
death. Indeed, one man resolved to die a courageous death
can overcome ten enemies afraid of death, ten brave men can
overcome one hundred coward enemies, one hundred brave
men can overcome one thousand coward enemies, one
thousand brave men can overcome ten thousand coward
enemies, and ten thousand brave men can subdue All-underHeaven.

In these days, Ch`in has a territory, which, if the wider
places are cut off to fill up the narrower places, extends over
several thousand square li, plus a famous army counting by

tens of thousands. In regard to the rewards and punishments
carried out by her commands and orders as well as the
advantages and disadvantages presented by her topographical
features, no other country in All-under-Heaven can be
compared to her. On coping with the world in the light of
such gains, she can accomplish more than the conquest of
All-under-Heaven and can easily hold them at her feet. Thus,
Ch`in in warfare has never failed to win, in attack has never
failed to take, and whatever has stood in her way she has
never failed to smash, having opened up a vast land stretching
several thousand li. This has been her great achievement.

However, of late, so dull are her weapons and armour
growing, so ill are her gentry and commoners becoming, so
scanty are her savings and hoardings become, so fallow are
her fields and arable lands resting, so empty are her granaries
and storehouses, that her neighbouring feudal lords do not
obey her and the title of Hegemonic Ruler[14] is not as yet
secured. For such there is no other reason than this: Her
State counsellors, all in all, do not exert their spirit of loyalty.

Thy servant dares to speak:—

In times gone by, Ch`i in the south routed Ching, in the
east routed Sung, in the west subdued Ch`in, in the north
routed Yen, and in the centre put Han and Wey to use. Thus,
with vast territory and strong soldiers she won in warfare
and took in attack, thus becoming able to enforce her edicts
and decrees throughout All-under-Heaven. Of Ch`i, the
limpid Chi Stream and the muddy Yellow River sufficed to
make boundaries; the long walls and the large dikes[15]
sufficed to make frontiers. Therefore, in five successive wars
was Ch`i victorious. Later, because of only one war[16] she
failed to win, Ch`i was reduced to impotency. From this
viewpoint it is clear that warfare is always a life-or-death
question to the ruler of ten thousand chariots.[17]

Besides, thy servant[18] has heard the saying: "On
removing traces, leave no root, and be no neighbour to any
catastrophe. There shall then survive no catastrophe." Well,
Ch`in in the war[19] with the Chings routed them by long odds
and made such a surprise attack upon the city of Ying and

the districts of Tung-ting, Wu-tu,[20] and Chiang-nan, that the
ruler and ministers of Ching had a narrow escape and sought
refuge eastward under the protection of Ch`ên. At that
moment, if with her forces Ch`in closely pursued the Chings,
the Ching State could be taken. After the state was taken,
the people would become covetable and the territory fruitful
to Ch`in, so that in the east Ch`in could thereby weaken
Ch`i and Yen and in the centre devastate the Three Chins.[21]
If so, at one stroke she could secure the title of Hegemonic
Ruler and lay all the neighbouring feudal lords under tribute.
Instead, her State counsellors led the troops in retreat and,
what was worse, made peace with the Chings, allowed them
to recover the ruined country, gather the scattered masses,
reinstate the Spirits of Land and Grain on the Altar,[22] and
rebuild their ancestral shrines, and let them lead All-underHeaven
to face the west and cause Ch`in difficulties. This,
no doubt, was the first time the way to Hegemony was
lost.

Another time,[23] when All-under-Heaven formed a wicked
alliance and entrenched their forces at the foot of Mount
Hua,[24] His Majesty[25] by virtue of his own edicts ordered the
army to rout them. The soldiers marched as far as the outer
walls of Liang. The city of Liang, after being besieged for

several tens of days, could be captured. Were Liang captured,
the Wey State might fall. Should Wey be taken, the friendly
contact between Chao and Ching would come to an end. If
the friendly contact between Chao and Ching ceased, Chao
would fall into peril. Should Chao fall into peril, Ching
would become helpless.[26] So that in the east Ch`in could
weaken Ch`i and Yen and in the centre hold down the Three
Chins, at one stroke she could secure the title of Hegemonic
Ruler and lay all her neighbouring feudal lords under tribute.
Instead, her State counsellors led the troops in retreat, and,
what was worse, made peace with the Weys, allowed them to
recover the ruined country, gather the scattered masses,
reinstate the Spirits of Land and Grain on the Altar, and
rebuild their ancestral shrines, and let them lead All-underHeaven
to face the west and cause Ch`in difficulties.[27] This,
no doubt, was the second time the way to Hegemony was
lost.

In the days of old, Marquis Hsiang,[28] while governing
Ch`in, used the soldiers of one country to perform meritorious
services for two.[29] As a result, the soldiers of Ch`in were
life-long exposed afield; gentry and commoners were tired
and ill at home; while His Majesty never secured the title
of Hegemonic Ruler. This, no doubt, was the third time
the way to Hegemony was lost.

The Chao Clan, indeed, holds the central state inhabited
by heterogeneous populations. Their people are frivolous

and hard to rule, their rewards and punishments are of no
faith, their topographical features are not advantageous, and
their superiors[30] are unable to exert the people's best.
Assuredly these are symptoms of a doomed state. Yet, not
concerned about the welfare of the masses, they dared to
mobilize their gentry and commoners, entrenched their forces
in the suburbs of Ch`ang-p`ing, and thereby contested with
Ch`in the districts of Shang-tang in Han.[31] Thereupon His
Majesty by virtue of his own edicts ordered the army to
rout them and captured Wu-an. At that moment, among
the Chaos, high and low were not mutually attached; the
noble and the humble had no faith in each other. Naturally
Han-tan could not hold out long. Should Ch`in take Han-tan,
occupy Shan-tung and Ho-chien, and lead her troops on
the march westward to fall upon Hsiu-wu, cross the Yangch`ang[32]
Ascent and subject[33] Tai[34] and Shang-tang, then without
a single cuirass used and without any gentry or
commoners afflicted the thirty-six[35] counties of Tai plus the
seventeen[36] counties of Shang-tang would all become Ch`in's
possessions. After Tai and Shang-tang had fallen into the
hands of Ch`in without fighting, Tung-yang and Ho-wai
would also without fighting fall into the hands of Ch`i while
the territory to the north of Central Hills and the River
Hu-to into the hands of Yen. In consequence Chao would
give way. Without Chao, Han would fall. Without Han,
neither Ching nor Wey could stand by itself. If Ching and
Wey could not stand alone, then at one effort Ch`in could
break Han, encroach upon Wey, and capture Ching whereby
to weaken Ch`i and Yen in the east, and break up the White
Horse Ford whereby to flood the Wey Clan. As a result,
the Three Chins would fall; the Unionists would fail;
and His Majesty might with clothes dropped and hands
folded[37] wait for All-under-Heaven to give way and easily
secure the title of Hegemonic Ruler. Instead, the state
counsellors led the troops in retreat, and, what was worse,
made peace with the Chaos.[38] Thus, notwithstanding the
intelligence of His Majesty and the strength of the Ch`in
soldiers, the plan for Hegemony was discarded; no inch
of territory but insults by a doomed state was gained;
which was altogether due to the incompetence of the state
counsellors.

Indeed, Chao doomed to ruin did not go to ruin; Ch`in
deserving Hegemony did not attain Hegemony. This was
the first reason why All-under-Heaven came to penetrate
the ability of Ch`in's state counsellors. Again, when Ch`in
marched out all her officers and soldiers to launch a fresh
attack upon Han-tan, her men failed to take that city, threw
away their armour and[39] crossbows, withdrew, and shivered.
This was the second reason why All-under-Heaven came to
penetrate the strength of Ch`in. Meanwhile, they drew out
in retreat and held their breath in the suburbs of Li-hsia,

whereupon His Majesty arrived with newly gathered forces.
They then started new engagements but could not win.
As their supplies stopped coming along,[40] they had to leave
the front line.[41] This was the third reason why[42] All-underHeaven
came to penetrate the strength of Ch`in. Thus, in
the past, they penetrated the ability of Ch`in's State counsellors
at home and wore out her military strength abroad. From this
viewpoint thy servant believes that the Union of All-underHeaven
has practically had no obstacle. Now that, inside
Ch`in, armour and weapons are growing dull, gentry and
commoners are falling ill, savings and hoardings are becoming
scanty, and fields and arable lands are resting fallow,
granaries and storehouses are standing empty; outside Ch`in,
All-under-Heaven are very firmly allied against her, would to
Your Majesty that there be concerns of mind about such
a crisis!

Besides, thy servant has heard the saying: "Be alarmed
and trembling and act more carefully day after day. If thou
act carefully in due manner, thou mayest hold All-underHeaven
under thy sway." How to prove this? Well, in
days of yore, Chow, being the Son of Heaven,[43] commanded
hundreds of thousands of troops of All-under-Heaven, with
the left flank of his army draining the Rivulet Ch`i and the
right flank draining the Rivulet Huan till the water of the
Ch`i was used up and the water of the Huan ran no longer.
Thereby he intended to cause King Wu of Chou difficulties.

Commanding only three thousand troops all clad in white[44]
armour, King Wu in one day's battle broke up the state
of Chow, took him prisoner, occupied his territory, and
subdued his subjects; whereas none in the world ever
grieved over the event. Likewise, Earl Chih[45] once led the
forces of three countries[46] to attack Viscount[47] Hsiang of
Chao at Chin-yang. By cutting down the Chin Stream and
thereby inundating the city for three months,[48] he brought
the city to the verge of downfall. Thereupon Viscount
Hsiang bored a tortoise-shell, counted[49] bamboo slips,
divined by casting lots with them, and found omens on the
shell foretelling the gains and losses, whereby he chose the
country he should surrender to. Meanwhile, he sent out his
envoy named Chang Mêng-t`an,[50] who wormed through the
water and stole out of the city. He turned down the covenant
Earl Chih had made with the other two countries and won
the forces of the latter to his views. With their aid he fell
upon Earl Chih, took him prisoner, and restored to Viscount
Hsiang the original territory.[51]

In these days, Ch`in has a territory, which, if the wider

places are cut off to fill up the narrower places, extends over
several thousand square li, plus a famous army counting by
hundreds of thousands. In regard to the rewards and punishments
carried out by her commands and orders as well as
the advantages and disadvantages presented by her topographical
features, no other country in All-under-Heaven
can be compared to her. On coping with the world in the
light of such gains, she can conquer and hold All-underHeaven
at her feet. Therefore thy servant has in the face of
the death-penalty prayed to have an audience of Your Majesty
and speak of the right way whereby to break up the Perpendicular
Union of All-under-Heaven, to take Chao and ruin
Han, to subject Ching and Wey, to befriend Ch`i and Yen,
in order thereby to secure the title of Hegemonic Ruler
and lay all the neighbouring feudal lords under tribute.
May[52] Your Majesty therefore lend ear to this memorial!
Should at one effort the Perpendicular Union not be broken,
Chao not taken, Han not ruined, Ching and Wey not subjected,
Ch`i and Yen not befriended, the title of Hegemonic
Ruler not secured, and all the neighbouring feudal lords not
laid under tribute, would Your Majesty behead thy servant
as a warning to the whole country on a charge of disloyal
counsel to the sovereign?[53]

Chapter II

ON THE PRESERVATION OF HAN[1] : ISSUE
BETWEEN HAN FEI AND LI SSŬ

Han Fei TzŬ's Memorial to the King of Ch`in[2] :—

"Han has served Ch`in for upwards of thirty years. To
Ch`in she has formed a shielding barrier in case of war and
made a restful carpet in time of peace. Thus, whenever
Ch`in sends out crack troops to conquer new territory and
Han[3] follows at her heels, Han incurs hatred from All-underHeaven,
but every achievement belongs to Ch`in.

"Further, since Han pays tribute and renders services
to Ch`in, she does not differ from a district or county of
Ch`in. Of late, however, thy servant has in secret heard of
the scheme of Your Majesty's ministers to raise an army to
invade Han. Verily it is the Chaos that have been recruiting
officers and soldiers and supporting the advocates of the
Perpendicular Union with a view to uniting the troops of
All-under-Heaven. And, with the clear understanding that
unless Ch`in be weakened, the feudal lords would eventually
see their ancestral shrines ruined, they plan to turn west and
accomplish their task. This is not such a scheme as could be
devised in the brief space of one day. Now supposing

Ch`in left the impending harm Chao has been causing and
spurned Han so trustworthy a vassal as a eunuch, then Allunder-Heaven
would accordingly find reason for the scheme
of the Chaos.

"Verily Han is a small country. To stand the pressure
by All-under-Heaven from the four directions, the sovereign
has to bear disgrace and the ministers have to undergo
hardships, high and low having thus for years shared griefs
with each other in mending garrisons, in making provision
against strong foes, in keeping hoardings and savings, and
in building walls and moats, in order to solidify their defence
works. Therefore, though Ch`in starts invading Han now,
she may be unable to take her in a year. Should Ch`in withdraw
after taking only a city, she would fall into contempt
by All-under-Heaven, who might in their turn crush her
soldiers. Again, should Han rebel, Wey would join her and
Chao would look to Ch`i for safety.[4] If so, Ch`in will
eventually supply Chao with the strength of Han and Wey
and let Ch`i unite all these powers to solidify the Perpendicular
Union and thereby struggle for supremacy with
Ch`in. The result would be Chao's fortune and Ch`in's
misfortune, come what might.

"Indeed, if Ch`in on going forward to raid Chao cannot
take and on turning backward to attack Han cannot win, her
troops, however invulnerable, will become tired of field
operations abroad and her transport corps will fall short of
supplies[5] from home. Then, if Ch`in masses her distressed
and weakened troops to cope with the twenty thousand

chariots of Ch`i and Chao,[6] the result will not go in accordance
with the original plan to destroy Han.[7] Thus, if everything
be done according to the scheme of Your Majesty's
ministers,[8] Ch`in will infallibly become the anvil[9] of the
forces of All-under-Heaven, wherefore even though Your
Majesty's reign may last as long as metals and rocks, there
never will come the day to bring the world under one rule.

"Now, it is the stupid suggestion of thy humble servant
to send an envoy to Ching and, by bribing the ministers in
charge of her state affairs with precious presents, convince
them of the reasons why Chao has been conspiring against
Ch`in, and at the same time send a hostage to Wey to make
her feel at ease, and then[10] to fall upon Chao. Consequently,
Chao will not make any serious trouble in spite of her confederation
with Ch`i. After the removal of the difficulties
with these two countries, Ch`i and Chao, the problem of
Han can be solved by means of an official despatch. Likewise,
if we can at one effort doom the two countries to ruin,
Ching and Wey will voluntarily surrender themselves to us.

"Hence the saying: `Weapons are dangerous implements,
and should not be employed at random.' For illustration,
Ch`in in vying with Chao has to challenge Ch`i and simultaneously
break off with Han while she is as yet unsuccessful
in winning the good-will of Ching and Wey, so that once
she fails to win in a single combat, she will certainly suffer

a tremendous adversity. Verily schemes are means whereby
affairs are settled and therefore should be carefully scrutinized.

"The turning-point[11] of Ch`in, whether towards strength
or towards weakness, will come to pass within this year.
It is, indeed, a long time since Chao began to plot with other
feudal lords against Ch`in. It will be a castastrophe to be
defeated by the feudal lords in the first engagement with
them. Again, it is a great risk to devise such a scheme as
would excite the feudal lords' suspicion. Exposing these two
carelessnesses to the world is not the right way to display
our strength before the feudal lords. Therefore, with due
reverence may thy humble servant pray Your Majesty to
ponder over such eventualities and foresee that should the
expedition against Han be utilized by the Perpendicular
Unionists, it would be too late to regret the consequences?"[12]

Li SsŬ's Memorial to the King of Ch`in[13] :—

"Under His Majesty's edict the memorial submitted by
the envoy from Han, in which he maintained that Han
should not be taken, was handed down to thy servant,
SsŬ. Thy servant, SsŬ,[14] however, considers the viewpoint
presented therein extremely fallacious.

"What stomach and heart diseases are to man, that is
Han to Ch`in. The man having stomach and heart diseases
ordinarily only feels like standing in the mud which is sticky
and cannot be brushed off; but as soon as he starts running

fast, the trouble becomes serious. Similarly, Han, though she
pays homage to Ch`in, is a constant menace to Ch`in. At
the news of any kind of hostilities she cannot be trusted.
Vying with Chao, Ch`in has sent Ching Su to Ch`i. Nobody
is yet able to foretell the outcome. From thy servant's
viewpoint, it remains uncertain whether the friendship of
Ch`i and Chao will be broken by the mission of Ching Su.
Should it remain unbroken, Ch`in[15] would have to exert all
her forces to cope with the twenty thousand chariots. To
be sure, Han has yielded not to Ch`in's kindness but to her
strength. As soon as we move our forces against Ch`i
and Chao, Han will make trouble as stomach and heart
diseases do. Besides, if Han and Ching have any conspiracy
against Ch`in and other feudal lords respond to it, Ch`in is
then bound to encounter another humiliation as met at the
fort of Mount Yao.[16]

"Fei came here most probably with the intention to
elevate[17] his own position in the Han Government by
demonstrating his ability to save the Han State. By means of
eloquent speeches and beautiful phrases he embellishes lies
and falsifies plots in order thereby to fish for advantages
from Ch`in and watch Your Majesty's mind on behalf of
Han. Indeed, if the friendship of Ch`in and Han becomes
intimate, Fei will be esteemed; which is his self-seeking
scheme. Having found Fei in his memorial twisting so many
beguiling contentions and showing his sophistic ability to
the utmost, thy servant is afraid lest Your Majesty should be

bewildered[18] by his eloquence and listen to his crooked
viewpoint and consequently neglect the consideration of the
actual conditions.

"Now thy servant has devised a stupid scheme as
follows: Suppose Ch`in sends out troops without
announcing the object of the expedition. Then the ministers
in charge of Han's state affairs will consider serving Ch`in
a good policy. Then thy servant will ask for Your Majesty's
permission to interview the King of Han and make him
come to visit Your Majesty. When he comes, Your Majesty
retains him and never sends him away, but, instead, summons
a few important ministers[19] from the Han Government and
make bargains with them. In consequence we will be able to
encroach upon Han farther inside. After that, if Your
Majesty similarly orders Mêng Wu[20] to despatch the
garrisons of the eastern districts to guard against enemy
troops along the border without announcing their objective,
the Ch`is will fear surprise invasion and accept the proposal
of Ching Su.[21] As a result, before our forces march outside
the boundary, we will capture Han while Ch`i will yield to
our pressure. As soon as such news spreads among the
feudal lords, the Chao Clan will be struck with terror while
the Chings will be in doubt how to act and eventually decide
to remain loyal to Ch`in. If the Chings make no move at
all, Wey will not be sufficient to cause worries, so that we
will be able to encroach upon the territories of the feudal

lords in the wáy silkworms eat mulberry-leaves and cope with
the forces of Chao. May Your Majesty ponder deliberately
over the scheme of thy stupid servant with no hesitation?"

Ch`in accordingly sent SsŬ to the court of Han. Li SsŬ
went to interview the King of Han, but could not have an
audience of him. Therefore he sent in a memorial saying:—

"Of old, when Ch`in and Han combined their forces
and united their purposes to refrain from invading each
other,[22] nobody in the whole world dared to aggress. Such a
situation lasted for several generations. Some time ago,
when the five[23] feudal lords sent a joint-expedition against
Han, Ch`in sent out troops to rescue her. Han being a
central state, her territory scarcely stretches a thousand li.
Thanks to the traditional policy she has pursued from
generation to generation to serve Ch`in,[24] she has been able
to occupy an equal position among the feudal lords in
All-under-Heaven.

"Another time, however, when the five feudal lords
launched a joint-attack upon Ch`in, Han in her turn joined
them and stood at the front of the allied line to meet the
forces of Ch`in beneath the Pass of the Armour Gorge.[25]
With their armies worn out and their strength exhausted,
the feudal lords were compelled to cease hostilities.[26] When
Tu Ts`ang was Premier of Ch`in, he mobilized soldiers and
despatched generals to revenge the wrong of the allies and

attacked Ching[27] first. The Chancellor of Ching, feeling
uneasy about it, said: `Han at first regarded Ch`in as unjust
and yet kept fraternal terms with Ch`in in order jointly to
menace the rest of the world. Then she betrayed Ch`in
and took the lead of the allied forces in storming the Pass.
Thus, centrally located, Han is so fickle that nobody knows
what she is going to do next.' Thereupon the allies ceded to
Ch`in ten cities from the best districts of Han as an apology
for their wrong and thereby ceased hostilities.

"Thus, ever since Han turned against Ch`in, the country
has been oppressed, her territory invaded, and her army
weakened, till the present day. The reason therefor is:
Her rulers have been listening to the flippant theories of
wicked ministers but have never considered actual conditions.
Even if the wicked ministers be put to death, it would be
impossible for Han to recover her former strength.

"At present, Chao is massing officers and soldiers[28] with
Ch`in as target. Therefore, she has sent envoys to Han to
borrow the way through the country on the pretext of
attacking Ch`in. Indeed, in her campaign against Ch`in
she will naturally invade Han first and Ch`in next. Besides,
thy servant has heard: `When the lips are gone, the teeth
are cold.' Verily Ch`in and Han have to share the same
hazard. And such an eventuality is now visible enough.

"Formerly, when Wey was about to despatch troops to
attack Han, Ch`in ordered guards to escort her good-will
envoys to Han.[29] Now thy servant, SsŬ, is sent here by
the King of Ch`in, he is not granted an audience. Therefore,

he is afraid the present chamberlains of Your Majesty have
inherited the scheme of the former wicked ministers and
might once more cause Han territorial losses. If thy servant,
SsŬ, is granted no audience while here and has to go home
to report to His Majesty the King of Ch`in on his mission,
the relations between Ch`in and Han will certainly be severed.
On this mission SsŬ came to present the good-will of His
Majesty the King of Ch`in to the court of Han and hopes to
make the best plan for Your Majesty; which in no wise
constitutes sufficient reason for Your Majesty's according
thy humble servant such a cold reception as this. Thy
servant, SsŬ, has petitioned for an audience only to present
his stupid counsels inside the court and then to be chopped
into inches to death outside the court. Thereon may Your
Majesty deliberate!

"Now supposing Your Majesty executed thy servant in
Han, it would not do Your Majesty any good. Moreover,
since Your Majesty turns no ear to thy servant's counsels,
there will be fostered the seed of catastrophes. For once
Ch`in marches her troops out without stopping, Han will
then feel concern for the safety of her Altar of the Spirits
of Land and Grain. After thy servant, SsŬ, has had his
corpse exposed in the market-place in the capital of Han,
though Your Majesty might begin to think about thy servant's
stupid but loyal counsels, it would be impossible to
prevent disaster. After the frontiers have been raided and
only the defence work of the capital is held and when the
sounds of drums and bells are filling[30] up the ears, though
Your Majesty might then apply the counsels of thy servant,
SsŬ, it will be too late.

"Moreover, though the limits of Han's military strength
are generally known throughout the world, she is now
betraying Ch`in. Indeed, if cities are evacuated and troops
defeated, rebels among the rear forces will infallibly raid the
capital. When the capital falls, the civilians will scatter.
When the civilians scatter, no more troops can be recruited.
Even though the capital might be well defended, yet Ch`in
would send out all her men to besiege the only city of Your
Majesty. When its communication with the outside world
is cut off, it will be impossible to accomplish any scheme,
till the situation becomes unsavable. As the consideration
of the whole situation by the chamberlains is not thorough,[31]
may Your Majesty deliberate on it carefully!

"If what thy servant, SsŬ, has said contains anything that
does not coincide with actual facts, may Your Majesty
allow him to complete his memorial before the throne!
After that it will not be too late to put him to death through
official censure. The King of Ch`in neither indulges in
drinking and eating nor amuses himself with travelling and
sight-seeing, but is whole-heartedly scheming against Chao.
Therefore he has sent thy servant, SsŬ, here to speak on his
behalf. Thy servant has petitioned for a personal interview
because he feels he must parley with Your Majesty on matters
of urgent importance.

"Now, if Your Majesty grants no audience to thy servant,
the faith of Han never will be proved. Verily Ch`in will
cease the campaign against Chao and move the army against
Han. May Your Majesty, therefore, kindly ponder over the
matter again and again and grant thy servant a definite
answer?"

Chapter III

ON THE DIFFICULTY IN SPEAKING[1] : A
MEMORIAL

Thy servant, Fei, is by no means diffident of speaking.
As to why he has to hesitate in speaking: if his speeches are
compliant and harmonious, magnificent and orderly, he is
then regarded as ostentatious and insincere; if his speeches
are sincere and courteous, straightforward and careful, he
is then regarded as awkward and unsystematic; if his
speeches are widely cited and subtly composed, frequently
illustrated and continuously analogized, he is then regarded
as empty and unpractical; if his speeches summarize minute
points and present general ideas, being thus plain and
concise, he is then regarded as simple and not discerning;
if his speeches are very personally observing and well-versed
in the inner nature of mankind, he is then regarded
as self-assuming and self-conceited; if his speeches are
erudite and profound, he is then regarded as boastful but
useless; if his speeches touch the details of house-keeping
and estimate each item in terms of numerals, he is then
regarded as vulgar; if his speeches are too much concerned
with worldly affairs and not offensive in wording, he is then
regarded as a coward[2] and a flatterer; if his speeches are
far from commonplace and contrary[3] to human experience,
he is then regarded as fantastic; if his speeches are witty and

eloquent and full of rhetorical excellences, he is then regarded
as flippant; if he discards all literary forms of expression
and speaks solely of the naked facts, he is then regarded
as rustic; and should he quote the Books of Poetry and
History from time to time and act on the teachings of the
former sages, he is then regarded as a book chantor.[4] These
things explain the reason why thy servant, Fei, is diffident
in speaking and worried about speaking.

Therefore, weights and measures, however accurate, are
not always adopted; doctrines and principles, however
perfect, are not always practised. Should His Majesty disbelieve
the minister who speaks to the throne, the minister
would be found guilty of a blunder or condemned to death.

For example, TzŬ-hsü[5] schemed well but was killed by
the King of Wu; Chung-ni[6] taught well but was detained
by the Ruler of K`uang; and Kuan I-wu[7] was really worthy

but was taken prisoner by the Ruler of Lu. Not that these
three statesmen were not worthy, but that the three rulers
were not intelligent.

In remote antiquity, when T`ang[8] was the sanest and
I Yin[9] the wisest of the age, though the wisest attempted to
persuade the sanest, yet he was not welcomed even after
seventy times of persuasion, till he had to handle pans and
bowls and become a cook in order thereby to approach him
and become familiar with him. In consequence T`ang came
to know his worthiness and took him into service. Hence
the saying: "Though the wisest man wants to persuade the
sanest man, he is not necessarily welcomed upon his first
arrival." Such was the case of I Yin's persuading T`ang.
Again the saying: "Though the wise man wants to persuade
the fool, he is not necessarily listened to." Such was the case
of King Wên's[10] persuading Chow.[11]

Thus, just as King Wên attempted to persuade Chow and
was put in jail,[12] Marquis Ih[13] was broiled; Marquis Chiu's[14]
corpse was dried; Pi-kan[15] had his heart cut open; and
Earl Mei's corpse was pickled.[16]

Furthermore, I-wu was bound with chains. Ts`ao Ch`i[17]
absconded to Ch`ên. Pai-li TzŬ[18] begged on his way to the
capital of Ch`in. Fu Yüeh[19] was sold into slavery from place
to place. Sun TzŬ[20] had his feet cut off in Wey. Wu Ch`i[21]
wiped off his tears at Dike Gate, lamented over the impending
cession of the Western River Districts to Ch`in, and was dismembered
in Ch`u. Kung-shu Tso[22] spoke of a man fit to be
a pillar of the state but was regarded as unreasonable, so that
Kung-sun Yang[23] absconded to Ch`in. Kuan Lung-p`êng[24]

was executed. Ch`ang Hung[25] had his intestines chopped
into pieces. Yin TzŬ[26] was thrown into a trap among
brambles. The Minister of War, TzŬ-ch`i,[27] was killed and
his corpse was floated on the Yang-tzŬ River. T`ien Ming[28]
was stoned[29] to death. Mi TzŬ-chien[30] and Hsi-mên Pao[31]
quarrelled with nobody but were killed. Tung An-yü[32]
was killed and his corpse was exposed in the market-place.
Tsai Yü[33] had to suffer the disaster caused by T`ien Ch`ang.[34]
Fan Chü[35] had his ribs broken in Wey.

These tens of men[36] were all benevolent, worthy, loyal,
and upright persons in the world and followers of the right
way and true path of life. Unfortunately they met such
unreasonable, violent, stupid, and crooked masters, and lost
their lives in the long run.

Then, why could these worthies and sages escape death
penalties and evade disgrace? It was because of the difficulty

in persuading fools. Hence every gentleman[37] has to remain
diffident of speaking. Even the best speech displeases the
ear and upsets the heart, and can be appreciated only by
worthy and sage rulers. May Your Majesty therefore
ponder over this memorial of thy servant!

Chapter IV

ON FAVOURITE VASSALS[1] : A MEMORIAL

Favourite vassals, if too intimate with the ruler, would
cause him personal danger. Ministers, if too powerful,
would overturn the august position of the sovereign.
Wives and concubines, if without distinction of rank, would
cause legitimate sons dangers. Brothers, if not subservient
to the ruler, would endanger the Altar of the Spirits of Land
and Grain.

Thy servant has heard: "The ruler of one thousand
chariots, if not on his guard, would find close by him vassals
of one hundred chariots aiming to shake his authority[2]
and upset his country. The ruler of ten thousand chariots,
if not on his guard, would find close by him vassals of one
thousand chariots aiming to shake his authority and upset
his country." That being so, wicked ministers can multiply
while the sway of the sovereign declines. Therefore, the
territorial expansion of the feudal lords leads to the damnation
of the Son of Heaven; the extraordinary wealth of
ministers leads to the downfall of the ruler. Hence generals

and ministers who would leave the sovereign's interests
behind[3] and prosper[4] the welfare of their own families
instead, should be ousted by the ruler of men.

Nothing is more valuable than the royal person, more
honourable than the throne, more powerful than the
authority of the sovereign, and more august than the position
of the ruler. These four excellences are not obtained from
outside nor secured from anybody else, but are deliberated
in the ruler's own mind and acquired thereby. Hence the
saying: "The lord of men, if unable to exercise his equipment
with the four excellences, is bound to end his life in
exile." This the ruler of men must keep firmly in mind.

Of old, the ruin of Chow and the fall of Chou were both
due to the territorial expansion of the feudal lords; the
partition of Chin[5] as well as the usurpation of Ch`i[6] was
due to the extraordinary wealth of ministers. So were the
regicides in Yen and Sung, indeed. Thus, whether in the
cases of Yin and Chou or in the cases of Chin and Ch`i,
or in the modern cases of Yen and Sung, the same reason
never failed to hold true.

For this reason, the intelligent ruler, in keeping officials
in service, exhausts their abilities with laws and corrects
their errors with measures. Hence no release from the
death penalty, no remission of punishment. Both release
from the death penalty and remission of punishment, being
called "authority-losing"[7] on the part of the ruler, mark
the fall of the Altar of the Spirits of Land and Grain into

danger as well as the shifting of the state under the "deflected
authority"[8] of the wicked ministers.

Therefore, no minister, however large his bounty may
be, should be allowed to include[9] the capital city in his private
fief; nor should he be allowed, however numerous his
adherents and supporters may be, to subject officers and
soldiers as personal vassals. Accordingly, no official, while
serving the state, should be allowed to have any private
governmental office. While in the army, nobody should be
allowed to cultivate personal friendships. No official should
be allowed to make any loan from the public treasury to
individual families. This is the way the intelligent ruler
should forbid wicked practices.

For the same reason, no minister should be allowed to
have a four-horsed chariot as personal escort nor should he
be allowed to carry any kind of weapons. If anyone, being
neither a public courier nor a herald of urgent messages,
transport implements of war from place to place, he should
be condemned to death without mercy. This is the way the
intelligent ruler should provide against accidents.

Chapter V

THE TAO OF THE SOVEREIGN[1]

Tao is the beginning of the myriad things, the standard of
right and wrong. That being so, the intelligent ruler, by
holding to the beginning, knows the source of everything,

and, by keeping to the standard, knows the origin of good
and evil. Therefore, by virtue of resting empty and reposed,
he waits[2] for the course of nature to enforce itself so that all
names will be defined of themselves and all affairs will be
settled of themselves. Empty, he knows the essence of
fullness: reposed, he becomes[3] the corrector of motion.
Who utters a word creates himself a name; who has an
affair creates himself a form. Compare forms and names and
see if they are identical. Then the ruler will find nothing to
worry about as everything is reduced to its reality.

Hence the saying: "The ruler must not reveal his wants.
For, if he reveals his wants, the ministers will polish their
manners accordingly. The ruler must not reveal his views.
For, if he reveals his views, the ministers will display their
hues differently." Hence another saying: "If the like and
hate of the ruler be concealed, the true hearts of the ministers
will be revealed. If the experience and wisdom of the
ruler be discarded, the ministers will take precautions."
Accordingly, the ruler, wise as he is, should not bother but
let everything find its proper place; worthy as he is, should
not be self-assumed but observe closely the ministers'
motivating factors of conduct; and, courageous as he is,
should not be enraged but let every minister display his
prowess. So, leave the ruler's wisdom, then you will find the
ministers' intelligence; leave the ruler's worthiness, then
you will find the ministers' merits; and leave the ruler's
courage, then you will find the ministers' strength. In such
cases, ministers will attend to their duties, magistrates

will have definite work routine, and everybody will be
employed according to his special ability. Such a course of
government is called "constant and immutable".

Hence the saying: "So quiet, it rests without footing;
so vacant, it cannot be located." Thus, the intelligent ruler
does nothing, but his ministers tremble all the more. It is
the Tao of the intelligent ruler that he makes the wise men
exhaust their mental energy and makes his decisions thereby
without being himself at his wits' end; that he makes the
worthy men exert their talents and appoints them to office
accordingly without being himself at the end of his ability;
and that in case of merits the ruler gains the renown and in
case of demerit the ministers face the blame so that the ruler
is never at the end of his reputation. Therefore, the ruler,
even though not worthy, becomes the master of the worthies;
and, even though not wise, becomes the corrector of
the wise men. It is the ministers who do the toil; it is the
ruler who gets the spoil. This is the everlasting principle of
the worthy sovereign.[4]

Tao exists in invisibility; its function, in unintelligibility.
Be empty and reposed and have nothing to do-Then
from the dark see defects in the light. See but never
be seen. Hear but never be heard. Know but never be
known. If you hear any word uttered, do not change it nor
move it but compare it with the deed and see if word and
deed coincide with each other. Place every official with a
censor. Do not let them speak to each other. Then everything
will be exerted to the utmost. Cover tracks and

conceal sources. Then the ministers cannot trace origins.
Leave your wisdom and cease your ability. Then your
subordinates cannot guess at your limitations.

Keep your decision and identify it with the words and
deeds of your subordinates. Cautiously take the handles[5]
and hold them fast. Uproot others' want of them, smash
others' thought of them, and do not let anybody covet them.
If the ruler is not cautious of the locking or if he does not
keep the gate in good repair, the tiger will come into
existence. If the ruler does not take precautions for his sway
or if he does not cover his realities, the traitor will make his
appearance. Who murders the sovereign and takes his place
and finds the whole people side in awe with him, is called
a tiger. Again, who serves the country by the sovereign's
side and watches for his secret faults with villainous motives,[6]
is called a traitor. Scatter his partisans, arrest his supporters,[7]
lock up the gate, and deprive him of all assistance. Then
there will be no tiger in the country. Be too great to be
measured, be too profound to be surveyed, identify norms[8]
and names, scrutinize laws and manners, and chastise those
doing as they please. Then there will be no traitor in the
country.

For these reasons, the lord of men always has to face five
kinds of delusion: delusion by ministers impeding the
sovereign, delusion by ministers controlling public resources
and revenues, delusion by ministers issuing decrees at
random, delusion by ministers distributing personal favours,

and delusion by ministers feeding dependents. When
ministers impede the sovereign, the sovereign loses his
viewpoint. When they control public resources and revenues,
he loses his advantages.[9] When they issue decrees at random,
he loses his ruling authority. When they distribute personal
favours, he loses his name. When they feed their dependents,
he loses his supporters. All their doings as such should be
based on the initiative of the lord of men and should not be
started by the ministers at their pleasure.

The Tao of the lord of men regards tranquillity and
humility as treasures. Without handling anything himself,
he can tell skilfulness from unskilfulness; without his own
concerns of mind, he can tell good from bad luck. Therefore,
without uttering any word himself, he finds a good reply
given; without exerting his own effort,[10] he finds his task
accomplished. Whenever a reply is given to his question,
he holds to its covenant. Whenever any task is accomplished,
he holds to its result. And out of coincidence and discrepancy
between the consequences of tasks accomplished and the
covenants of words uttered reward and punishment are born.
Therefore, when a minister utters a word, the ruler should
according to the word assign him a task to accomplish, and
according to the result of the accomplishment call the task[11]
to account. If the result corresponds with the task and the
task with the word, the minister should be rewarded. If the
result corresponds not with the task and the task not with
the word, he should be censured. It is in accordance with

the Tao of the intelligent ruler that every minister should
utter no word that corresponds not with its proper task.

For this reason, the intelligent ruler, in bestowing rewards,
is as benign as the seasonable rain that the masses profit by
his graces; in inflicting punishments, he is so terrific like
the loud thunder that even divines and sages cannot atone
for their crimes. Thus the intelligent ruler neglects no
reward and remits no punishment. For, if reward is neglected,
ministers of merit will relax their duties; if punishment is
remitted, villainous ministers will become liable to misconduct.
Therefore, men of real merit, however distant and
humble, must be rewarded; those of real demerit, however
near and dear, must be censured. If both the reward of the
distant and humble and the censure of the near and dear are
infallible,[12] the distant and humble will not go idle while
the near and dear will not turn arrogant.