1
老子者，楚苦縣厲鄉曲仁里人也，姓李氏，名耳，字耼，周守藏室之史也。
Laozi was a man of Quren Village in Li Township, Ku County, Chu. His surname was Li, personal name Er, courtesy name Dan. He was the Zhou court's keeper of the archives.
2
孔子適周，將問禮於老子。 老子曰：「子所言者，其人與骨皆已朽矣，獨其言在耳。 且君子得其時則駕，不得其時則蓬累而行。 吾聞之，良賈深藏若虛，君子盛德容貌若愚。 去子之驕氣與多欲，態色與淫志，是皆無益於子之身。 吾所以告子，若是而已。」 孔子去，謂弟子曰：「鳥，吾知其能飛； 魚，吾知其能游； 獸，吾知其能走。 走者可以為罔，游者可以為綸，飛者可以為矰。 至於龍，吾不能知其乘風雲而上天。 吾今日見老子，其猶龍邪！」
Confucius went to Zhou, intending to ask Laozi about rites. Laozi said: 'What you speak of—their persons and bones have all rotted away. Only their words remain. Moreover, when a gentleman gets his time he drives his carriage; when he does not get his time he wanders about with pack on his back. I have heard that good merchants deeply conceal their wares as if empty, and gentlemen of great virtue appear foolish in countenance. Rid yourself of arrogant airs and many desires, affected expressions and licentious ambitions—these are all of no benefit to your person. That is all I have to tell you." Confucius left and told his disciples: 'Birds—I know they can fly; fish—I know they can swim; beasts—I know they can run. Those that run can be taken with nets; those that swim, with fishing lines; those that fly, with arrows. As for dragons—I cannot know how they ride wind and clouds up to heaven. Today I have seen Laozi—he is like a dragon!'
3
老子修道德，其學以自隱無名為務。 居周久之，見周之衰，乃遂去。 至關，關令尹喜曰：「子將隱矣，彊為我著書。」 於是老子乃著書上下篇，言道德之意五千餘言而去，莫知其所終。
Laozi cultivated the Way and virtue. His learning took self-concealment and namelessness as its task. He stayed in Zhou for a long time. Seeing Zhou's decline, he then departed. When he reached the pass, the pass warden Yin Xi said: 'You are about to withdraw—please be so good as to compose a book for me.' Thereupon Laozi wrote a book in upper and lower chapters, setting forth the meaning of the Way and virtue in more than five thousand words, and departed. None know where he ended.
4
或曰：老萊子亦楚人也，著書十五篇，言道家之用，與孔子同時云。
Some say: Lao Lai Zi was also a Chu man. He wrote fifteen chapters speaking of Daoist applications, and was contemporary with Confucius.
5
蓋老子百有六十餘歲，或言二百餘歲，以其修道而養壽也。
Laozi was probably more than one hundred sixty years old; some say he lived more than two hundred years, because he cultivated the Dao and nourished longevity.
6
自孔子死之後百二十九年，而史記周太史儋見秦獻公曰：「始秦與周合，合五百歲而離，離七十歲而霸王者出焉。」 或曰儋即老子，或曰非也，世莫知其然否。 老子，隱君子也。
One hundred twenty-nine years after Confucius died, it is recorded that Zhou Grand Historian Tan saw Duke Xian of Qin and said: 'At first Qin and Zhou were united. United for five hundred years they separated. After seventy years of separation, one who will rule as true king will emerge.' Some say Tan was Laozi, some say he was not. The world does not know if it was so or not. Laozi was a reclusive gentleman.
7
老子之子名宗，宗為魏將，封於段干。 宗子注，注子宮，宮玄孫假，假仕於漢孝文帝。 而假之子解為膠西王卬太傅，因家于齊焉。
Laozi's son was named Zong. Zong was a Wei general and was enfeoffed at Duan Gan. Zong's son was Zhu. Zhu's son was Gong. Gong's great-grandson was Jia. Jia served Han Emperor Xiaowen. Jia's son Xie was tutor to Jiaoxi King Ang, thus establishing a household in Qi.
8
世之學老子者則絀儒學，儒學亦絀老子。 「道不同不相為謀」，豈謂是邪？ 李耳無為自化，清靜自正。
Those in the world who study Laozi then belittle Confucian learning. Confucian learning also belittles Laozi. 'Those whose ways differ do not take counsel together'—is this not what is meant? Li Er taught that through non-action the people transform themselves, and through pure quiet they correct themselves.
9
莊子者，蒙人也，名周。 周嘗為蒙漆園吏，與梁惠王、齊宣王同時。 其學無所不闚，然其要本歸於老子之言。 故其著書十餘萬言，大抵率寓言也。 作漁父、盜跖、胠篋，以詆訿孔子之徒，以明老子之術。 畏累虛、亢桑子之屬，皆空語無事實。 然善屬書離辭，指事類情，用剽剝儒、墨，雖當世宿學不能自解免也。 其言洸洋自恣以適己，故自王公大人不能器之。
Zhuangzi was a man of Meng, named Zhou. Zhou once served as an official in Meng's lacquer garden, and was contemporary with Liang King Hui and Qi King Xuan. His learning ranged everywhere, leaving nothing unexamined, yet its essential teaching returned fundamentally to Laozi's words. Thus, his written books were over one hundred thousand words, for the most part allegorical tales. He wrote 'The Fisherman,' 'Robber Zhi,' and 'Cutting Open Boxes' to mock and ridicule Confucius's followers and to clarify Laozi's techniques. Fearful Burden Void, Kang Sang Zi and the like—all empty words without actual events. Yet he was good at connecting books and separating phrases, pointing to affairs and analogizing feelings, using this to strip Confucians and Mohists—even contemporary veteran scholars could not exempt themselves. His words were vast, flowing, and self-indulgently free; for this reason even kings, dukes, and great men could not fit him into any office.
10
楚威王聞莊周賢，使使厚幣迎之，許以為相。 莊周笑謂楚使者曰：「千金，重利； 卿相，尊位也。 子獨不見郊祭之犧牛乎？ 養食之數歲，衣以文繡，以入大廟。 當是之時，雖欲為孤豚，豈可得乎？ 子亟去，無污我。 我寧游戲污瀆之中自快，無為有國者所羈，終身不仕，以快吾志焉。」
Chu King Wei heard that Zhuang Zhou was worthy and sent envoys with rich gifts to welcome him, promising to make him prime minister. Zhuang Zhou laughing told the Chu envoy: 'Thousand pieces of gold is heavy profit; prime minister is an honored position. Have you alone not seen the sacrificial ox for the suburban sacrifice? It is raised and fed for several years, clothed in embroidered patterns, and led to enter the great temple. At that time, though it wished to be a lone piglet, how could that be obtained? You quickly go—do not defile me. I would rather frolic in mud and filth to please myself, not be restrained by rulers of states, and never take office—to delight my ambitions.'
11
申不害者，京人也，故鄭之賤臣。 學術以干韓昭侯，昭侯用為相。 內修政教，外應諸侯，十五年。 終申子之身，國治兵彊，無侵韓者。 申子之學本於黃老而主刑名。 著書二篇，號曰申子。
Shen Buhai was a man of Jing, formerly a humble minister of Zheng. He studied the arts of statecraft to gain audience with Han Lord Zhao, and Lord Zhao employed him as prime minister. Within he repaired governance and teaching; without he responded to the feudal lords—for fifteen years. Throughout Shen Buhai's lifetime, the state was orderly and the troops strong—none invaded Han. Shen Buhai's learning was based on Huang Lao yet emphasized punishment and name. He wrote books in two chapters, called the Shen Zi.
12
韓非者，韓之諸公子也。 喜刑名法術之學，而其歸本於黃老。 非為人口吃，不能道說，而善著書。 與李斯俱事荀卿，斯自以為不如非。
Han Fei was one of the princes of the Han ruling house. He delighted in the learning of punishment, name, law, and technique, yet his foundation returned to Huang Lao. Fei had a stutter and could not speak fluently, yet he was good at writing books. Together with Li Si he served Xun Qing, and Li Si considered himself inferior to Fei.
13
非見韓之削弱，數以書諫韓王，韓王不能用。 於是韓非疾治國不務修明其法制，執勢以御其臣下，富國彊兵而以求人任賢，反舉浮淫之蠹而加之於功實之上。 以為儒者用文亂法，而俠者以武犯禁。 寬則寵名譽之人，急則用介胄之士。 今者所養非所用，所用非所養。 悲廉直不容於邪枉之臣，觀往者得失之變，故作孤憤、五蠹、內外儲、說林、說難十餘萬言。
Fei saw Han's weakening and reduction, and repeatedly remonstrated with the Han king through writings, but the Han king could not employ him. Thus, Han Fei resented that governing the state did not strive to clarify its legal system, grasp power to control ministers below, enrich the state and strengthen the troops yet seek others to appoint the worthy—instead raising floating and licentious parasites and placing them above actual merit. He considered that Confucians use writing to disorder the law, while knights use martial force to violate prohibitions. When relaxed they favor men of reputation; when urgent they use armored warriors. Now what is nurtured is not what is used; what is used is not what is nurtured. He pitied that uprightness was not tolerated by crooked ministers, observed the changes in past gains and losses, thus wrote 'Lonely Indignation,' 'Five Parasites,' 'Inner and Outer Stores,' 'Forest of Sayings,' and 'Difficulty of Persuasion'—over one hundred thousand words."
14
然韓非知說之難，為說難書甚具，終死於秦，不能自脫。
Yet Han Fei knew the difficulty of persuasion, and his book 'Difficulty of Persuasion' was very complete—ultimately he died in Qin and could not save himself.
15
說難曰：
'Difficulty of Persuasion' says:
16
凡說之難，非吾知之有以說之難也； 又非吾辯之難能明吾意之難也； 又非吾敢橫失能盡之難也。 凡說之難，在知所說之心，可以吾說當之。
The difficulty of persuasion in general is not that one lacks the knowledge needed to formulate one's persuasion; nor that eloquence finds it difficult to make one's meaning clear; nor that one must speak recklessly and risk exhausting everything that could be said. The difficulty of all persuasion lies in knowing the persuaded one's heart, so that my persuasion can match it.
17
所說出於為名高者也，而說之以厚利，則見下節而遇卑賤，必棄遠矣。 所說出於厚利者也。 而說之以名高，則見無心而遠事情，必不收矣。 所說實為厚利而顯為名高者也，而說之以名高，則陽收其身而實疏之； 若說之以厚利，則陰用其言而顯棄其身。 此之不可不知也。
The persuaded emerges from seeking high name, yet if you persuade him with thick profit, then he is seen as having lowly conduct encountering humble position—he will certainly abandon and distance you. The persuaded emerges from thick profit. Yet if you persuade him with high name, then he is seen as without heart and far from affairs—he will certainly not accept you. The persuaded in reality seeks thick profit yet appears to seek high name, yet if you persuade him with high name, then he superficially accepts your person yet in reality distances you; if you persuade him with thick profit, then he secretly uses your words yet superficially abandons your person. This one must know.
18
夫事以密成，語以泄敗。 未必其身泄之也，而語及其所匿之事，如是者身危。 貴人有過端，而說者明言善議以推其惡者，則身危。 周澤未渥也而語極知，說行而有功則德亡，說不行而有敗則見疑，如是者身危。 夫貴人得計而欲自以為功，說者與知焉，則身危。 彼顯有所出事，迺自以為也故，說者與知焉，則身危。 彊之以其所必不為，止之以其所不能已者，身危。 故曰：與之論大人，則以為閒己； 與之論細人，則以為粥權。 論其所愛，則以為借資； 論其所憎，則以為嘗己。 徑省其辭，則不知而屈之； 汎濫博文，則多而久之。 順事陳意，則曰怯懦而不盡； 慮事廣肆，則曰草野而倨侮。 此說之難，不可不知也。
Affairs succeed through secrecy; words fail through leakage. Not necessarily does his own person leak it, yet if words touch on affairs he conceals, like this the person is in danger. If a noble has fault beginnings, yet the persuader clearly speaks good plans to push his evils, then the person is in danger. If you speak with extreme knowledge before favor has become abundant, then if your persuasion succeeds and has merit, the credit is lost; if your persuasion fails and brings defeat, you are viewed with suspicion. In such a case, the person is in danger. If a noble obtains a plan and wishes to consider it his own merit, yet the persuader shares knowledge of it, then the person is in danger. If he superficially has emerged affairs yet actually considers them his own doing, and the persuader shares knowledge of it, then the person is in danger. If you force him with what he certainly will not do, or stop him with what he cannot help but do, the person is in danger. Therefore, said: If you discuss great men with him, then he considers you interfering with him; if you discuss petty men with him, he thinks you are trafficking in power. If you discuss what he loves, then he considers you borrowing capital; if you discuss what he hates, then he considers you testing him. If your words are direct and concise, then he considers you ignorant and bends you; if your writings are broad and extensive, then he considers them many and prolonged. If you are compliant with affairs and express your intent, then he says you are cowardly and not thorough; if you consider affairs broadly and unrestrained, then he says you are rustic and insolent. This difficulty of persuasion one must understand.
19
凡說之務，在知飾所說之所敬，而滅其所醜。 彼自知其計，則毋以其失窮之； 自勇其斷，則毋以其敵怒之； 自多其力，則毋以其難概之。 規異事與同計，譽異人與同行者，則以飾之無傷也。 有與同失者，則明飾其無失也。 大忠無所拂悟，辭言無所擊排，迺後申其辯知焉。 此所以親近不疑，知盡之難也。 得曠日彌久，而周澤既渥，深計而不疑，交爭而不罪，迺明計利害以致其功，直指是非以飾其身，以此相持，此說之成也。
The business of persuasion, in general, lies in knowing how to embellish what the person being persuaded respects and erase what he regards as shameful. If he himself knows his plans, then do not press him with his losses; If he himself braves his decisions, then do not anger him with his enemies; if he himself boasts his strength, then do not overwhelm him with its difficulty. When planning different affairs along the same lines, or praising different people for similar conduct, one may embellish without harm. If others share the same faults, clearly present those faults as no faults at all. When great loyalty meets with no resistance, and one's words meet with no attack or rejection, only then may one extend one's arguments and wisdom. This is how one becomes close and trusted without suspicion, though fully knowing the difficulty. Only after a long time has passed, favor has become abundant, deep plans are no longer suspected, and disputes bring no punishment, should one clearly set out a plan's advantages and harms in order to achieve its success. One may then point directly to right and wrong in order to improve the ruler's conduct. Holding to this is the success of persuasion.
20
伊尹為庖，百里奚為虜，皆所由干其上也。 故此二子者，皆聖人也，猶不能無役身而涉世如此其汙也，則非能仕之所設也。
yiyin became a cook, Baili Xi became a captive—all the paths by which they petitioned their superiors. Therefore, although these two men were both sages, they still could not avoid debasing themselves and entering the world through such sordid means. This was not something they did because they loved office.
21
宋有富人，天雨牆壞。 其子曰「不築且有盜」，其鄰人之父亦云，暮而果大亡其財，其家甚知其子而疑鄰人之父。 昔者鄭武公欲伐胡，迺以其子妻之。 因問群臣曰：「吾欲用兵，誰可伐者？」 關其思曰：「胡可伐。」 迺戮關其思，曰：「胡，兄弟之國也，子言伐之，何也？」 胡君聞之，以鄭為親己而不備鄭。 鄭人襲胡，取之。 此二說者，其知皆當矣，然而甚者為戮，薄者見疑。 非知之難也，處知則難矣。
Song had a rich man. Heaven rained and the wall collapsed. His son said, 'If we do not repair it, there will be thieves.' The neighbor's elderly man also said the same. That evening they indeed lost a great deal of wealth. The family thought highly of the son but suspected the neighbor's elderly man. In ancient times Zheng Wu Gong wished to attack Hu, thus he married his son to them. Then he asked the ministers: 'I wish to use troops—who can be attacked?' Guan Qisi said, "Hu can be attacked." Thus, he executed Guan Qi Si and said: 'Hu is a brother state. You speak of attacking it—why?' The Hu lord heard it and considered Zheng close to himself, thus did not prepare against Zheng. The Zheng people attacked Hu and took it. These two persuaders—their knowledge was all appropriate, yet the severe one was executed and the light one suspected. It is not knowing that is difficult; what is difficult is acting on what one knows.
22
昔者彌子瑕見愛於衛君。 衛國之法，竊駕君車者罪至刖。 既而彌子之母病，人聞，往夜告之，彌子矯駕君車而出。 君聞之而賢之曰：「孝哉，為母之故而犯刖罪！」 與君游果園，彌子食桃而甘，不盡而奉君。 君曰：「愛我哉，忘其口而念我！」 及彌子色衰而愛弛，得罪於君。 君曰：「是嘗矯駕吾車，又嘗食我以其餘桃。」 故彌子之行未變於初也，前見賢而後獲罪者，愛憎之至變也。 故有愛於主，則知當而加親； 見憎於主，則罪當而加疏。 故諫說之士不可不察愛憎之主而後說之矣。 夫龍之為蟲也，可擾狎而騎也。 然其喉下有逆鱗徑尺，人有嬰之，則必殺人。 人主亦有逆鱗，說之者能無嬰人主之逆鱗，則幾矣。
In ancient times Mi Zi Xia was loved by the Wei lord. Under the laws of Wei, anyone who secretly took and drove the lord's carriage was punished by having his feet amputated. Soon Mi Zi's mother was ill. People heard and went at night to inform him. Mi Zi falsely took the lord's carriage and went out. The lord heard and considered him worthy, saying: 'Filial indeed—for his mother's sake he violates the amputation punishment!' With the lord touring the orchard, Mi Zi ate a peach and it was sweet. Not finished, he presented it to the lord. The lord said: 'Loves me indeed—forgets his own mouth and thinks of me!' When Mi Zi's appearance declined and love slackened, he offended the lord. The lord said: 'This one once falsely took my carriage, and also once fed me with his remaining peach.' Therefore, Mi Zi's conduct had not changed from the beginning. Previously seen as worthy yet later obtained crime—this is love and hate's extreme change. Therefore, if you have favor with the lord, then knowledge appropriate and add closeness; if seen as hated by the lord, then crime appropriate and add distance. Therefore, remonstrating persuaders must examine the lord's loves and hates before trying to persuade him. The dragon is a creature that can be tamed and ridden. Yet below its throat it has reverse scales one foot across—if a person touches them, then it certainly kills the person. The ruler also has reverse scales—persuaders who can avoid touching the ruler's reverse scales then nearly succeed.
23
人或傳其書至秦。 秦王見孤憤、五蠹之書，曰：「嗟乎，寡人得見此人與之游，死不恨矣！」 李斯曰：「此韓非之所著書也。」 秦因急攻韓。 韓王始不用非，及急，乃遣非使秦。 秦王悅之，未信用。 李斯、姚賈害之，毀之曰：「韓非，韓之諸公子也。 今王欲并諸侯，非終為韓不為秦，此人之情也。 今王不用，久留而歸之，此自遺患也，不如以過法誅之。」 秦王以為然，下吏治非。 李斯使人遺非藥，使自殺。 韓非欲自陳，不得見。 秦王後悔之，使人赦之，非已死矣。 申子、韓子皆著書，傳於後世，學者多有。 余獨悲韓子為說難而不能自脫耳。
Someone transmitted his book to Qin. The Qin king saw the book 'Lonely Indignation, Five Parasites' and said: 'Alas, if I could see this person and travel with him, I would die without regret!' Li Si said, "This is a book written by Han Fei." Qin thus urgently attacked Han. The Han king initially did not use Fei, but when urgent, then sent Fei as envoy to Qin. The Qin king was pleased with him but not yet employed him. Li Si and Yao Jia sought to harm him and slandered him, saying, "Han Fei is a prince of the Han ruling house. Now the king wishes to annex the feudal lords—Fei will ultimately be for Han not for Qin. This is human feeling. If Your Majesty does not use him now, but keeps him here for a long time and then sends him back, this is to leave yourself a future calamity. It would be better to punish him under the law for an offense." The Qin king considered it so and sent officials to deal with Fei. Li Si sent men to give Fei medicine and made him commit suicide. Han Fei wished to explain himself but could not be seen. The Qin king later regretted it and sent men to pardon him, but Fei was already dead. Shen Zi and Han Zi both wrote books that were transmitted to later generations—scholars have many of them. I alone pity Han Zi for writing 'Difficulty of Persuasion' yet could not save himself.
24
太史公曰：老子所貴道，虛無，因應變化於無為，故著書辭稱微妙難識。 莊子散道德，放論，要亦歸之自然。 申子卑卑，施之於名實。 韓子引繩墨，切事情，明是非，其極慘礉少恩。 皆原於道德之意，而老子深遠矣。
The Grand Historian says: Laozi valued the Dao—emptiness and nothingness, responding to changes at non-action. Therefore, his book's words speak of subtle mystery difficult to recognize. Zhuangzi spread out discussions of the Way and virtue in free and unrestrained discourse, yet in essentials he too returned to naturalness. Shen Zi was lowly and humble, applying himself to name and reality. Han Zi drew ink lines and plumb lines, cut affairs, clarified right and wrong—his extreme was harsh and cruel, lacking mercy. All originated from the intent of the Way and virtue, yet Laozi was profound and far-reaching.