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In this talk, I posit a new framework for conceptualizing the development of the royal administration of Egypt in the early Third Century BCE that foregrounds local agency in institutional change and resolves a long-standing crux in the historiography of the Early Ptolemaic Period. By concisely parsing the evidence for discrete priestly and royal hierarchies of provincial administrative offices during the period from the rule of Darius I to Ptolemy II, I identify gaps in the evidence for roles that traditional Egyptologists, papyrologists, and Hellenistic historians have long assumed to be the institutional predecessors of specific offices in the royal administration as it stood following the massive expansion of the Ptolemaic state in the 260’s BCE: namely the nomoi and nomarchai. Although both “nomes” and “nomarchs” appear as technical terms in the modern historical literature on ancient Egypt from the Old Kingdom to the Roman Period, the origin of the Greek root-words remains obscure. Scholars tend to seek institutional precedents for them in Egyptian administrative terminology on the assumption that the Greek terms translate long-established local offices (universally true of the recent studies cited below, Select Bibliography). My investigation of the textual evidence (cited below, Primary Sources) for institutions of local administration during the Persian and Early Ptolemaic Periods has uncovered a much more complicated process with roots in no fewer than four separate traditions eventually bound together by Ptolemy II’s reforms: 1. a rural tradition consisting of institutionalized collective action instantiated on the village level, 2. an aristocratic tradition of ideologically-legitimated rent-extraction by the Egyptian temples, 3. an imperial tradition of rent-extraction centered on the estates of Persian grandees, and 4. a royal tradition of monetized rent-extraction adopted from Classical Greek fiscal policies. Although some offices of the Ptolemaic administration, such as the royal bankers, had their germ in only one of these traditions, others, such as the nomoi and nomarchai, draw on elements of all four. This new framework offers simple solutions for three interrelated problems in the interpretation of the early Ptolemaic administration: the origin of the Ptolemaic nomos and its relationship to various antecedents (the satrapal nomos; the Egyptian tš, qḥ, and spꜥt), the question of whether a single royal official, or nomarches, initially oversaw each nomos, and the nature of the relationship between the toparchies and their administrators (nomarchs and toparchs) to these institutions. I conclude by asserting the novelty of the Ptolemaic nomos relative to its antecedents, the modification of the latter to comport to the new system, the nonexistence of the nome-wide nomarches prior to adoption as a title by the strategos, and the centrality of the toparchiai as the foundational unit of royal administration in Middle Egypt.