This project focuses on the composition of the late Roman aristocracy from the emperor Justinian’s death (527-565) until the death of the emperor Heraclius (610-641). By the mid-seventh century the imperial elite lost importance in favour of the provincial one. The options to maintain status and wealth became even more restricted. Holding office became by far the most important criterion to be considered an aristocrat. What caused these changes and how did they develop? Current explanations mostly refer to wars but this project also wants to explore internal factors. In order to establish this, I address another lacuna in scholarship: We do not have a good sense of who was part of the late sixth and seventh century aristocracy due to an absence of research on this topic. Using a diverse corpus of literary sources, laws, papyri, inscriptions and seals I will firstly make a prosopography of the late Roman aristocracy followed by an in-depth analysis to study the changes in this group. My hypothesis is that the main reasons for these changes were the Persian war and Arabic conquests, but the installation of Phocas’ (602-610) and Heraclius’ new regimes were important as well. Aiming to give much clearer insight into the internal working of the Empire and its aristocracy, my research will also contribute to the greater histories of the Roman and Byzantine aristocracy, whilst also contributing to the heavily debated topic of the near-collapse of the Roman Empire in this period.