Arpaxhad, king of the Medes, subdued into his empire many peoples and edified a mighty city, which he named Ecbatane, and made it with stones squared, and polished them. The walls thereof were of height seventy cubits, and of breadth thirty cubits, and the towers thereof were an hundred cubits high. And he glorified himself as he that was mighty in puissance and in the glory of his host and of his chariots. Nebuchadnezzar then in the twelfth year of his reign, which was king of the Assyrians, and reigned in the city of Nineveh, fought against Arphaxad and took him in the field, whereof Nebuchadnezzar was exalted and enhanced himself, and sent unto all regions about and unto Jerusalem till the Mounts of Ethiopia, for to obey and hold of him. Which all gainsaid him with one will, and without worship sent home his messengers void, and set nought by him. Then Nebuchadnezzar, having them at great indignation, swore by his reign and by his throne that he would avenge him on them all, and thereupon called all his dukes, princes, and men of war, and held a counsel in which was decreed that he should subdue all the world unto his empire. And thereupon he ordained Holofernes prince of his knighthood, and bade him go forth, and in especial against them that had despised his empire; and bade him spare no realm ne town but subdue all to him. Then Holofernes assembled dukes and masters of the strength of Nebuchadnezzar, and numbered one hundred and twenty thousand footmen, and horsemen shooters twelve thousand. And tofore them he commanded to go a multitude of innumerable camels laden with such things as were needful to the host, as victual, gold and silver, much that was taken out of the treasury of the kings. And so went to many realms which he subdued; and occupied a great part of the orient till he came approaching the land of Israel. And when the children of Israel heard thereof they dreaded sore lest he should come among them into Jerusalem and destroy the temple, for Nebuchadnezzar had commanded that he should extinct all the gods of the earth, and that no god should be named ne worshipped but he himself, of all the nations that Holofernes should subdue.