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This paper analyzes the potential extent of dialogue between P.Mich. IX 532 (inv. 5791, 181/182 CE), a document on the education of orphans, and the wider cultural discourse on paideia, apaideusia, and orphania in the “second sophistic”. Scholarship on this papyrus has noted its unusual titulature, puzzling subscription, insight into legal issues of fatherlessness, apprenticeship, and public funds for children, and archaeological context (Husselman 1971, Wolff 1974, Parsons 1974, Sijpesteijn 1982, Bergamasco 2006, van Minnen 2008). However, one question remains unanswered: how best to reconcile the high literary style displayed by the text with its documentary purposes. In this paper, I address this question by reframing the text’s characterization of paideia and its social affordances among orphans in Roman Egypt. Scholarship on paideia in the imperial period has taken two distinctive forms. Within the context of the “second sophistic”, paideia is understood as an abstract idea of cultural capital for self- fashioning in elite circles (Gleason 1994, Borg 2004, Eshleman 2012). In Roman Egypt, the practicality of education such as the curriculum, loci and technologies of education, and the relationship between parents, students, and teachers is much discussed (Cribiore 1996, Morgan 1998, Cribiore 2001, Pudsey 2013). The two approaches, with the wealth of their respective body of evidence, create a geographic split in the Eastern Mediterranean: while the theorization of paideia (as exemplified by second-sophistic texts) was popular in the Greek East down to the Levantine coast, practice is presumed to be the primary concern in Egypt (as gleaned from papyri and ostraca fragments). My analysis of the literary sophistication of this papyrus will show that it bears powerful witness to the existence of a theorizing discourse on paideia and its cultural significance in Roman Egypt. First, I provide a stylistic analysis of the text, highlighting its elegant structure and those expressions that show the author’s familiarity with the literary canon. I focus on four cases of such linguistic classicism—ἐν ἀκμῇ τῆς ἡλικίας (line 1), παιδίας ... μεταλαμβάνειν (line 4), τέχνας τινὰς ἐκμανθάνειν (line 5), and ἀπεδευσίαν κατεσχύνειεν ἄν (line 6)—and discuss the papyrus’s peculiarities of spelling, diction, and syntax. I argue that these specificities illustrate a significant degree of penetration of Greek literary culture in Roman Karanis. Second, I put the discussion of paideia and apaideusia in this papyrus into dialogue with the literary culture of the “second sophistic” by analyzing its echoes in Plutarch’s De Amore Prolis (Moralia 493b–497e), Lucian’s Somnium, Adversus Indoctum, and Alexander, as well as Philostratus’ Vitae Sophistarum. Finally, I bring the orphans into the picture, by engaging the case of orphans at the school of Libanius in fourth-century Antioch (Cribiore 2007 and 2009) as one possible avenue for clarifying the implications of orphania for the paideia of children in second-century Roman Egypt.