It has been said that the states of Spring and Autumn (0770-0479) deployed large armies, drawn in part from the general populace.1 But our only contemporary source, the Lu chronicle Chun/Chyou (CC), implies a more limited situation: small elite chariot forces, few battles,2 and tactical frugality. The size of these forces did increase over the period,3 but no major state was destroyed by them. I here review the major features of the military system of the time, noting the limits on what it could achieve – limits that were surpassed only by reorganizing the state itself, a reorganization which virtually defines the Warring States Period.