• Began in 361 BCE with arrival of Lord Shang, a defector from Wei
• Lord Shang quickly gained confidence of the Qin king
• Began to institute reforms to increase power of king and government
• Abolished hereditary feudal ranks, made ranks dependent on skill
• Allowed peasants to buy and sell land with low percentage taxes on produce
• Lord Shang was killed in 338 BCE, by then Qin made up ~30% of territory