In the latter fourteenth and thirteenth centuries B.C., the Middle Assyrian state under went a major expansion which raised it to the stature of a great power in the Near East. The efforts made to rule the newly acquired territories are the subject of this paper. The first part is an edition of five previously unpublished Middle Assyrian documents from the Yale Babylonian Collection, which bear on the issue of provincial government. Although not an archive, all may be classified as economic and administrative (they include an agricultural loan and records of disbursement), all date apparently from the thirteenth century, and all come from the provincial site of Tell Amuda, or Kulishinas as it seems to have been called in this period. The texts thus link up, at least in date and provenience , with several of those published by M.-J. Aynard , J.-M. Durand , and P. Amiet in Assur 3/1 (July, 1980). With these texts as a point of departure, the paper goes on to collect the other evi dence for the system of provincial governance in Middle Assyria during the fourteenth and thirteenth centuries.The stages of growth of that system are charted, and the nature of its various territorial units and the personnel who staffed them is analyzed in detail. The point is made that by the thirteenth century, at least, the provincial officials formed a clear class of royal dependents. Any effort to see in them testimony for an oligarchic control of the state by a small group of great families is unwarranted.