1
平陽侯曹參者，沛人也。 秦時為沛獄掾，而蕭何為主吏，居縣為豪吏矣。
Cao Shen, the Marquis of Pingyang, was a native of Pei. Under the Qin, he served as the assistant jailer in Pei, while Xiao He was the chief clerk. Both were among the most prominent officials in the county.
2
高祖為沛公而初起也，參以中涓從。 將擊胡陵、方與，攻秦監公軍，大破之。 東下薛，擊泗水守軍薛郭西。 復攻胡陵，取之。 徙守方與。 方與反為魏，擊之。 豐反為魏，攻之。 賜爵七大夫。 擊秦司馬夷軍碭東，破之，取碭、狐父、祁善置。 又攻下邑以西，至虞，擊章邯車騎。 攻爰戚及亢父，先登。 遷為五大夫。 北救阿，擊章邯軍，陷陳，追至濮陽。 攻定陶，取臨濟。 南救雍丘。 擊李由軍，破之，殺李由，虜秦候一人。 秦將章邯破殺項梁也，沛公與項羽引而東。 楚懷王以沛公為碭郡長，將碭郡兵。 於是乃封參為執帛，號曰建成君。 遷為戚公，屬碭郡。
When Gaozu first rose as the Lord of Pei, Cao Shen joined him as a personal attendant. Leading the attack on Huling and Fangyu, he engaged the army of the Qin Inspector and routed it. Marching east, he took Xue and struck the Sishui commandery garrison west of the outer walls of Xue. A second assault captured Huling. He was then reassigned to defend Fangyu. When Fangyu defected to Wei, he attacked it. When Feng defected to Wei, he attacked it as well. He was awarded the rank of Seventh-Order Grandee. Against the army of the Qin Marshal Yi east of Dang, he won a victory and captured Dang, Hufu, and Qishan. Advancing west from Xiayi to Yu, he engaged Zhang Han's chariot and cavalry forces. At Yuanqi and Kangfu he stormed the walls and was the first man over them. He was promoted to the rank of Fifth-Order Grandee. Marching north to relieve E, he attacked Zhang Han's army, broke through its battle lines, and pursued the enemy as far as Puyang. At Dingtao he attacked and took Linji. He went south to relieve the siege of Yongqiu. In the battle against the army of Li You, he defeated the enemy, slew Li You, and captured a Qin marquis. After the Qin general Zhang Han defeated and killed Xiang Liang, the Lord of Pei and Xiang Yu withdrew their forces eastward. King Huai of Chu appointed the Lord of Pei as the governor of Dang commandery and placed the commandery's troops under his command. Thereupon Cao Shen was given the title of Holder of Silk and styled Lord of Jiancheng. He was promoted to the rank of Lord of Qi, under the jurisdiction of Dang commandery.
3
其後從攻東郡尉軍，破之成武南。 擊王離軍成陽南，復攻之杠裏，大破之。 追北，西至開封，擊趙賁軍，破之，圍趙賁開封城中。 西擊將楊熊軍於曲遇，破之，虜秦司馬及御史各一人。 遷為執珪。 從攻陽武，下軒轅、緱氏，絕河津，還擊趙賁軍尸北，破之。 從南攻犨，與南陽守齮戰陽城郭東，陷陳，取宛，虜齮，盡定南陽郡。 從西攻武關、峣關，取之。 前攻秦軍藍田南，又夜擊其北，秦軍大破，遂至咸陽，滅秦。
Afterward, he joined in attacking the army of the Dongjun commandant and defeated it south of Chengwu. Against Wang Li's army south of Chengyang, he pressed the attack again at Gangli and crushed it. Pursuing the fleeing enemy westward to Kaifeng, he defeated Zhao Ben's army and besieged Zhao Ben within the city walls. Striking west against General Yang Xiong's army at Quyu, he defeated it and captured a Qin marshal and an imperial censor. He was promoted to the rank of Holder of Jade. Joining the attack on Yangwu, he took Xuanyuan and Goushi, severed the river crossings, then wheeled back to defeat Zhao Ben's army north of Shi. Marching south against Chou, he fought the Nanyang governor Yi east of Yangcheng's walls, broke through the enemy lines, captured Wan, took Yi prisoner, and brought the entire Nanyang commandery under control. Pressing westward, he attacked and captured Wuguan and Yaoguan. Cao Shen advanced against the Qin army south of Lantian, then struck its northern flank by night. The Qin army was shattered, and the Han forces pressed on to Xianyang, bringing the Qin dynasty to its end.
4
項羽至，以沛公為漢王。 漢王封參為建成侯。 從至漢中，遷為將軍。 從還定三秦，初攻下辯、故道、雍、斄。 擊章平軍於好畤南，破之，圍好畤，取壤鄉。 擊三秦軍壤東及高櫟，破之。 復圍章平，章平出好畤走。 因擊趙賁、內史保軍，破之。 東取咸陽，更名曰新城。 參將兵守景陵二十日，三秦使章平等攻參，參出擊，大破之。 賜食邑於寧秦。 參以將軍引兵圍章邯於廢丘。 以中尉從漢王出臨晉關。 至河內，下修武，渡圍津，東擊龍且、項他定陶，破之。 東取碭、蕭、彭城。 擊項籍軍，漢軍大敗走。 參以中尉圍取雍丘。 王武反於［外］黃，程處反於燕，往擊，盡破之。 柱天侯反於衍氏，又進破取衍氏。 擊羽嬰於昆陽，追至葉。 還攻武彊，因至滎陽。 參自漢中為將軍中尉，從擊諸侯，及項羽敗，還至滎陽，凡二歲。
When Xiang Yu arrived, he installed the Lord of Pei as King of Han. The King of Han granted Cao Shen the title Marquis of Jiancheng. He accompanied the king to Hanzhong and was promoted to general. In the campaign to return and pacify the Three Qin kingdoms, he first took Xiabian, Gudao, Yong, and Tai. At Haozhi, he defeated Zhang Ping's army south of the city, then besieged Haozhi and seized Rangxiang. Against the Three Qin forces east of Rang and at Gaoli, he won another victory. Zhang Ping was besieged once more and fled from Haozhi. Turning next against Zhao Ben and the Grand Administrator Bao, he defeated both armies. Xianyang was taken to the east and renamed Xincheng. Cao Shen garrisoned Jingling for twenty days. When the Three Qin kingdoms dispatched Zhang Ping and others to attack him, he sallied forth and routed them. He was granted a food fief at Ningqin. As general, Cao Shen led his troops to besiege Zhang Han at Feiqiu. Serving as Commandant, he accompanied the King of Han through Linjin Pass. After reaching Henei, he took Xiuwu, crossed at Weijin, and struck eastward against Long Ju and Xiang Ta at Dingtao, defeating them. From there he marched east to capture Dang, Xiao, and Pengcheng. In battle with Xiang Yu's army, the Han forces suffered a crushing defeat and fled. As Commandant, Cao Shen besieged and took Yongqiu. When Wang Wu revolted at Waihuang and Cheng Chu revolted at Yan, he marched against them and defeated them all. The Marquis of Zhutian revolted at Yanshi, and Cao Shen advanced to take the city. At Kunyang he attacked Yu Ying and pursued him as far as Ye. Turning back, he attacked Wuqiang and then made his way to Xingyang. From the time Cao Shen left Hanzhong as General-Commandant, following the campaigns against the feudal lords until Xiang Yu's defeat and the return to Xingyang, two full years had passed.
5
高祖（三）［二］年，拜為假左丞相，入屯兵關中。 月餘，魏王豹反，以假左丞相別與韓信東攻魏將軍孫遬軍東張，大破之。 因攻安邑，得魏將王襄。 擊魏王於曲陽，追至武垣，生得魏王豹。 取平陽，得魏王母妻子，盡定魏地，凡五十二城。 賜食邑平陽。 因從韓信擊趙相國夏說軍於鄔東，大破之，斬夏說。 韓信與故常山王張耳引兵下井陘，擊成安君，而令參還圍趙別將戚將軍於鄔城中。 戚將軍出走，追斬之。 乃引兵詣敖倉漢王之所。 韓信已破趙，為相國，東擊齊。 參以右丞相屬韓信，攻破齊歷下軍，遂取臨菑。 還定濟北郡，攻著、漯陰、平原、鬲、盧。 已而從韓信擊龍且軍於上假密，大破之，斬龍且，虜其將軍周蘭。 定齊，凡得七十餘縣。 得故齊王田廣相田光，其守相許章，及故齊膠東將軍田既。 韓信為齊王，引兵詣陳，與漢王共破項羽，而參留平齊未服者。
In the second year of Gaozu's reign, he was appointed Acting Left Chancellor and entered Guanzhong to garrison the region. A little over a month later, King Bao of Wei rebelled. As Acting Left Chancellor, Cao Shen joined Han Xin on a separate campaign eastward, attacking the Wei general Sun Su's army at Dongzhang and routing it. Anyi was then attacked, and the Wei general Wang Xiang was captured. At Quyang he struck the King of Wei, pursued him to Wuyuan, and took King Bao of Wei alive. Pingyang fell next; he seized the King of Wei's mother, wife, and children, bringing all of Wei's territory under control—fifty-two cities in all. A food fief at Pingyang was granted to him. He next joined Han Xin in attacking the Zhao Chancellor Xia Yue's army east of Wu, inflicting a devastating defeat and beheading Xia Yue. Han Xin and the former King of Changshan, Zhang Er, led their forces down through the Jingxing Pass to attack the Lord of Cheng'an, while ordering Cao Shen to turn back and besiege the Zhao commander General Qi inside the walls of Wu. General Qi broke out and fled, but Cao Shen pursued and killed him. From there he led his forces to the Ao Granary, where the King of Han was stationed. Han Xin, having already conquered Zhao and been made Chancellor, now turned east to attack Qi. As Right Chancellor serving under Han Xin, Cao Shen smashed the Qi army at Lixia and went on to capture the capital Linzi. Returning to pacify Jibei commandery, he attacked Zhu, Taoyin, Pingyuan, Ge, and Lu. Soon afterward he joined Han Xin in attacking Long Ju's army at Shangjia. They dealt it a crushing blow, beheading Long Ju and capturing his general Zhou Lan. With Qi fully pacified, they had secured more than seventy counties in all. Among his prisoners were the former King of Qi, Tian Guang, Chancellor Tian Guang, the defending chancellor Xu Zhang, and the former Jiaodong general Tian Ji. When Han Xin, now King of Qi, led his forces to Chen to join the King of Han in destroying Xiang Yu, Cao Shen stayed behind to subdue the parts of Qi that had not yet submitted.
6
項籍已死，天下定，漢王為皇帝，韓信徙為楚王，齊為郡。 參歸漢相印。 高帝以長子肥為齊王，而以參為齊相國。 以高祖六年賜爵列侯，與諸侯剖符，世世勿絕。 食邑平陽萬六百三十戶，號曰平陽侯，除前所食邑。
After Xiang Yu's death and the pacification of the realm, the King of Han became emperor. Han Xin was transferred to the kingship of Chu, and Qi was made a commandery. Cao Shen returned the Han chancellor's seal. Emperor Gaozu made his eldest son Fei the King of Qi and appointed Cao Shen as the Chancellor of Qi. In the sixth year of Gaozu's reign, he was granted the rank of full marquis, receiving a tallied covenant with the feudal lords that his line would never be extinguished. His fief was set at Pingyang with ten thousand six hundred and thirty households, and he was styled Marquis of Pingyang, superseding all previous fiefs.
7
以齊相國擊陳豨將張春軍，破之。 黥布反，參以齊相國從悼惠王將兵車騎十二萬人，與高祖會擊黥布軍，大破之。 南至蘄，還定竹邑、相、蕭、留。
As Chancellor of Qi, he attacked the army of Chen Xi's general Zhang Chun and defeated it. When Ying Bu revolted, Cao Shen, as Chancellor of Qi, accompanied King Daohui with a force of one hundred and twenty thousand infantry, chariots, and cavalry to join Emperor Gaozu in striking Ying Bu's army. They inflicted a crushing defeat. Pressing south as far as Qi, he then turned back to pacify Zhuyi, Xiang, Xiao, and Liu.
8
參功：凡下二國，縣一百二十二； 得王二人，相三人，將軍六人，大莫敖、郡守、司馬、候、御史各一人。
The tally of Cao Shen's achievements was as follows: he conquered two kingdoms and one hundred and twenty-two counties; he captured two kings, three chancellors, six generals, one Grand Moao, one commandery governor, one marshal, one marquis, and one imperial secretary.
9
孝惠帝元年，除諸侯相國法，更以參為齊丞相。 參之相齊，齊七十城。 天下初定，悼惠王富於春秋，參盡召長老諸生，問所以安集百姓，如齊故［俗］諸儒以百數，言人人殊，參未知所定。 聞膠西有蓋公，善治黃老言，使人厚幣請之。 既見蓋公，蓋公為言治道貴清靜而民自定，推此類具言之。 參於是避正堂，舍蓋公焉。 其治要用黃老術，故相齊九年，齊國安集，大稱賢相。
In the first year of Emperor Hui's reign, the law governing the appointment of feudal chancellors was abolished, and Cao Shen's title was changed to Chancellor of Qi. When Cao Shen served as Chancellor of Qi, the kingdom comprised seventy cities. The realm had only just been settled, and King Daohui was still young. Cao Shen summoned all the elders and scholars to ask how best to bring peace and stability to the people. The Confucian scholars of Qi numbered in the hundreds, and each one had a different answer, so Cao Shen could not decide on a course of action. He then heard that in Jiaoxi there lived a certain Master Gai, well versed in the teachings of Huang-Lao, and sent emissaries bearing generous gifts to invite him. When they met, Master Gai explained that the essence of good governance lies in prizing stillness and non-interference, so that the people settle of their own accord. He elaborated on this principle at length. Cao Shen thereupon vacated his own principal hall and lodged Master Gai in it. The core of his administration rested on Huang-Lao methods. He served as Chancellor of Qi for nine years, during which the kingdom was peaceful and orderly, and he was universally acclaimed as a worthy chancellor.
10
惠帝二年，蕭何卒。 參聞之，告舍人趣治行，「吾將入相」。 居無何，使者果召參。 參去，屬其後相曰：「以齊獄市為寄，慎勿擾也。」 後相曰：「治無大於此者乎？」 參曰：「不然。 夫獄市者，所以并容也，今君擾之，姦人安所容也？ 吾是以先之。」
In the second year of Emperor Hui's reign, Xiao He died. When Cao Shen heard the news, he told his retainers to pack at once, saying, "I am about to be summoned to serve as chancellor." Before long, imperial envoys arrived to summon him, just as he had predicted. Before departing, Cao Shen instructed his successor as chancellor: "Treat the prisons and markets of Qi as a sacred trust, and take care not to meddle with them." The new chancellor asked, "Is there truly nothing more important in governing than this?" Cao Shen replied, "No, that is not so. The prisons and markets are places that accommodate all sorts of people. If you interfere with them, where will the troublemakers go? That is why I place this matter above all else."
11
參始微時，與蕭何善； 及為將相，有卻。 至何且死，所推賢唯參。 參代何為漢相國，舉事無所變更，一遵蕭何約束。
In his early, humble days, Cao Shen had been close friends with Xiao He; but once they rose to become generals and chancellors, a rift grew between them. Yet when Xiao He lay on his deathbed, the only man he recommended as worthy to succeed him was Cao Shen. Cao Shen succeeded Xiao He as Chancellor of Han. In all matters of governance he changed nothing, adhering strictly to the regulations Xiao He had established.
12
擇郡國吏木詘於文辭，重厚長者，即召除為丞相史。 吏之言文刻深，欲務聲名者，輒斥去之。 日夜飲醇酒。 卿大夫已下吏及賓客見參不事事，來者皆欲有言。 至者，參輒飲以醇酒，閒之，欲有所言，復飲之，醉而後去，終莫得開說，以為常。
He selected for his staff officials from the commanderies and kingdoms who were plain-spoken and clumsy with fine phrases—solid, steady men of mature character—and summoned them to serve as secretaries of the chancellor. Any official who spoke with legalistic precision and severity, or who was eager to make a name for himself, he immediately dismissed. Day and night he drank mellow wine. The ministers, grandees, lower officials, and guests who observed Cao Shen doing nothing at all were eager to admonish him. Whenever anyone came to call, Cao Shen would immediately ply them with strong wine. When they tried to broach the subject of government, he poured them yet more wine until they departed drunk, never having had a chance to speak their minds. This became his settled practice.
13
相舍後園近吏舍，吏舍日飲歌呼。 從吏惡之，無如之何，乃請參游園中，聞吏醉歌呼，從吏幸相國召按之。 乃反取酒張坐飲，亦歌呼與相應和。
The rear garden of the chancellor's residence adjoined the clerks' quarters, and the clerks drank and sang boisterously every day. His attendants found this unbearable but could do nothing about it. They invited Cao Shen to stroll through the garden, hoping that when he heard the drunken singing of the clerks, the chancellor would call them in for a reprimand. Instead, Cao Shen sent for wine, spread mats, and sat down to drink, joining in the singing and calling back and forth with the clerks.
14
參見人之有細過，專掩匿覆蓋之，府中無事。
Whenever Cao Shen noticed someone committing a minor offense, he made a point of covering it up and overlooking it, and the chancellery remained free of trouble.
15
參子窋為中大夫。 惠帝怪相國不治事，以為「豈少朕與」？ 乃謂窋曰：「若歸，試私從容問而父曰：『高帝新棄群臣，帝富於春秋，君為相，日飲，無所請事，何以憂天下乎？』 然無言吾告若也。」 窋既洗沐歸，窋侍，自從其所諫參。 參怒，而笞窋二百，曰：「趣入侍，天下事非若所當言也。」 至朝時，惠帝讓參曰：「與窋胡治乎？ 乃者我使諫君也。」 參免冠謝曰：「陛下自察聖武孰與高帝？」 上曰：「朕乃安敢望先帝乎！」 曰：「陛下觀臣能孰與蕭何賢？」 上曰：「君似不及也。」 參曰：「陛下言之是也。 且高帝與蕭何定天下，法令既明，今陛下垂拱，參等守職，遵而勿失，不亦可乎？」 惠帝曰：「善。 君休矣！」
Cao Shen's son Zhu served as a Palace Grandee. Emperor Hui found it strange that the chancellor took no interest in governance, and wondered, "Could it be that he thinks little of me?" So the emperor told Zhu, "When you go home, find a quiet moment and ask your father casually: 'Emperor Gaozu has only recently departed from his ministers. The emperor is young, and you, the chancellor, do nothing but drink all day. You never bring a single matter before the throne. How can you claim to be worrying about the realm? But do not let on that I put you up to it." On his next rest day, Zhu went home. While attending his father, he followed the emperor's instructions and raised the matter with Cao Shen. Cao Shen flew into a rage and had Zhu caned two hundred strokes, saying, "Get back to the palace and attend the emperor. The affairs of the realm are no concern of yours." At the next audience, Emperor Hui reproached Cao Shen: "Why did you punish Zhu? It was I who told him to speak with you." Cao Shen doffed his cap and apologized, then asked, "Would Your Majesty say that in sagely martial virtue you are the equal of Emperor Gaozu?" The emperor replied, "How would I dare compare myself to the former emperor!" Cao Shen continued, "And does Your Majesty consider me the equal of Xiao He in ability?" The emperor said, "You do not seem to be his equal." Cao Shen said, "Your Majesty speaks truly. Emperor Gaozu and Xiao He pacified the realm, and the laws and ordinances they laid down are clear. Now if Your Majesty sits with folded hands, and men like myself faithfully guard our posts, following those precedents without deviation—is that not sufficient?" Emperor Hui said, "Very well. You may retire."
16
參為漢相國，出入三年。 卒，謚懿侯。 子窋代侯。 百姓歌之曰：「蕭何為法，顜若畫一； 曹參代之，守而勿失。 載其清凈，民以寧一。」
Cao Shen served as Chancellor of Han for a little over three years. When he died, he was given the posthumous title Marquis Yi. His son Zhu succeeded to the marquisate. The common people sang of him: "Xiao He framed the laws, clear-cut as lines drawn with a ruler; Cao Shen took his place and kept them without fail. He upheld their purity and stillness, and the people found peace and unity."
17
平陽侯窋，高后時為御史大夫。 孝文帝立，免為侯。 立二十九年卒，謚為靜侯。 子奇代侯，立七年卒，謚為簡侯。 子時代侯。 時尚平陽公主，生子襄。 時病癘，歸國。 立二十三年卒，謚夷侯。 子襄代侯。 襄尚衛長公主，生子宗。 立十六年卒，謚為共侯。 子宗代侯。 征和二年中，宗坐太子死，國除。
The Marquis of Pingyang, Zhu, served as Grand Censor during the time of Empress Dowager Gao. When Emperor Wen ascended the throne, Zhu was relieved of his post and reverted to his status as marquis. He held the marquisate for twenty-nine years before he died, and was given the posthumous title Marquis Jing. His son Qi succeeded to the marquisate, held it for seven years, and died. He was given the posthumous title Marquis Jian. His son Shi succeeded to the marquisate. Shi married the Princess of Pingyang and fathered a son named Xiang. Shi contracted a severe illness and returned to his domain. He held the marquisate for twenty-three years before he died, and was given the posthumous title Marquis Yi. His son Xiang succeeded to the marquisate. Xiang married the Elder Princess of Wei and fathered a son named Zong. He held the marquisate for sixteen years before he died, and was given the posthumous title Marquis Gong. His son Zong succeeded to the marquisate. In the second year of the Zhenghe era, Zong was implicated in the affair of the Crown Prince and put to death, and the marquisate was abolished.
18
太史公曰：曹相國參攻城野戰之功所以能多若此者，以與淮陰侯俱。 及信已滅，而列侯成功，唯獨參擅其名。 參為漢相國，清靜極言合道。 然百姓離秦之酷後，參與休息無為，故天下俱稱其美矣。
The Grand Historian remarks: The reason Chancellor Cao Shen was able to amass so many achievements in besieging cities and fighting in the field was that he served alongside the Marquis of Huaiyin. After Han Xin was destroyed and the marquises' accomplishments were tallied, it was Cao Shen alone who claimed the foremost reputation. As Chancellor of Han, Cao Shen governed through stillness and non-interference, in perfect accord with the Way. The people had only just emerged from the cruelties of Qin, and Cao Shen gave them rest through inaction—a wordplay on his name—and for this the entire realm praised his virtue.