8.3.1 In the third generation after Pelasgus the land increased in the number both of its cities and of its population. For Nyktimos, who was the eldest son of Lykaon, possessed all the power, while the other sons founded cities on the sites they considered best. Thus Pallantion was founded by Pallas, Oresthasium by Orestheus and Phigalia by Phigalus.

8.3.2 Pallantion is mentioned by Stesichorus of Himera in his Geryoneid. Phigalia and Oresthasium in course of time changed their names, Oresthasium to Oresteium after Orestes, the son of Agamemnon, Phigalia to Phialia after Phialus, the son of Bucolion. Cities were founded by Trapezeus also, and by Daseatas, Makareus, Helisson, Acacus and Thocnus. The last founded Thocnia, and Acacus Acacesium. It was after this Acacus, according to the Arcadian account, that Homer^* made a surname for Hermes.

8.3.3 Helisson has given a name to both the town and the river so called, and similarly Makaria, Dasea, and Trapezus were named after the sons of Lykaon. Orkhomenos became founder of both the town called Methydrium and of Orkhomenos, styled by Homer^* “rich in sheep.” Hypsus and ... ^* founded Melainai and Hypsus, and also Thyraeum and Haimoniai. The Arcadians are of opinion that both the Thyrea in Argolis and also the Thyrean gulf were named after this Thyraios.

8.3.4 Mainalos founded Mainalos, which was in ancient times the most famous of the cities of Arcadia, Tegeates founded Tegea and Mantineus Mantineia. Cromi was named after Cromus, Kharisia after Kharisios, its founder, Trikolōnoi after Trokoloōnos, Peraitheis after Peraithos, Asea after Aseatas, Lykoa after [...]^* and Sumatia after Sumateus. Alipheros also and Heraios both gave their names to cities.

8.3.5 But Oinotros, the youngest of the sons of Lykaon, asked his brother Nyktimos for money and men and crossed by sea to Italy; the land of Oinotria received its name from Oinotros who was its king. This was the first expedition despatched from Greece to establish a colony, and if a man makes the most careful calculation possible he will discover that no barbarians either emigrated to another land before Oinotros.

8.3.6 In addition to all this male issue, Lykaon had a daughter Kallisto. This Kallisto—I am telling here the tales-told [legomena] by the Greeks—was loved by Zeus and mated with him. When Hērā detected the intrigue she turned Kallisto into a bear, and Artemis to please Hērā shot the bear. Zeus sent Hermes with orders to save the child that Kallisto bore in her womb,

8.3.7 and Kallisto herself he turned into the constellation known as the Great Bear, which is mentioned by Homer in the return voyage of Odysseus from Calypso: