38.  During that year, king Antiochus, after having spent the winter at Ephesus, took measures for reducing, under his dominion, all the cities of Asia, which had formerly been members of the empire.  As to the rest, being either situated in plains, or having neither walls, arms, nor men in whom they could confide, he supposed they would, without difficulty, receive the yoke.  But Smyrna and Lampsacus openly asserted their independence:  yet there was a danger that if what they claimed were conceded to these, the rest of the cities in Aetolia and Ionia would follow the example of Smyrna; and those on the Hellespont that of Lampsacus.  Wherefore he sent an army from Ephesus to invest Smyrna; and ordered the troops, which were at Abydos, to leave there only a small garrison, and to go and lay siege to Lampsacus.  Nor did he only alarm them by an exhibition of force.  By sending ambassadors, to make gentle remonstrances, and reprove the rashness and obstinacy of their conduct, he endeavoured to give them hopes that they might soon obtain the object of their wishes; but not until it should appear clearly, both to themselves and to all the world, that they had gained their liberty through the kindness of the king, and not by any violent efforts of their own.  In answer to which, they said, that “Antiochus ought neither to be surprised nor displeased, if they did not very patiently suffer the establishment of their liberty to be deferred to a distant period.”  He himself, with his fleet, set sail from Ephesus in the beginning of spring, and steered towards the Hellespont.  His army he transported to Madytus, a city in the Chersonese, and there joined his land and sea forces together.  The inhabitants having shut their gates, he surrounded the walls with his troops; and when he was just bringing up his machines to the walls, a capitulation was entered into.  This diffused such fear through the inhabitants of Sestus and the other cities of the Chersonese, as induced them to submit.  He then came, with the whole of his united forces, by land and sea, to Lysimachia; which finding deserted, and almost buried in ruins, (for the Thracians had, a few years before, taken, sacked, and burned it,) he conceived a wish to rebuild a city so celebrated, and so commodiously situated.  Accordingly, extending his care to every object at once, he set about repairing the walls and houses, ransomed some of the Lysimachians who were in captivity, sought out and brought home others, who had fled and dispersed themselves through the Chersonese and Hellespontus, enrolled new colonists, whom he invited by prospects of advantages, and used every means to repeople it fully.  At the same time, that all fear of the Thracians might be removed, he went, in person, with one half of the land forces, to lay waste the nearest provinces of Thrace; leaving the other half, and all the crews of the ships, employed in the repairs of the city.