The Greeks now form the new upper classes in Egypt, replacing the old native aristocracy.

In general, the Ptolemies have undertaken changes that have far exceeded any other measures that earlier foreign rulers had imposed, using the religion and traditions to increase their own power and wealth.

Although the Ptolemies have established a prosperous kingdom, enhanced with fine buildings, the native population enjoys few benefits, and there are frequent uprisings.

These expressions of nationalism reach a peak in the reign of Ptolemy IV Philopator, when the native Egyptians, sensing their power, rise in an anti-Macedonian rebellion, described by Polybius as guerrilla warfare.

The revolt has spread by 205 to Upper Egypt, where others have gained control over one district and rule as a prospective line of native "pharaohs."

As the feeble reign of Ptolemy IV has progressed, he has fallen increasingly under the influence of his favorites, and he dies around November 205 at thirty-nine.

His clique of Alexandrian Greek courtiers, led by Sosibius, keeps Ptolemy's death a secret.