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The particle ulašūma (‘or else’) in Old Babylonian Akkadian is analyzed from a functional and syntactic point of view . In addition to its known functions as a pro-polar protasis (‘if not, otherwise, or else’) and as a disjunctive particle (‘or’), it is also concluded to function as a conditional exponent . As such it is shown to belong with other expressions of epistemic modality (modal and conditional par- ticles) . Its most plausible diachronic source is determined, based on comparative as well as Akkadian material, to have been a non-verbal circumstantial expression *u lā šū (‘it (is) not’) ultimately meaning ‘it not being the case. . .’. In the second part of the paper, a cognate origin (*ū lā hī ‘it not being the case’) is proposed for the Biblical Hebrew epistemic particle ʔūlay (‘maybe/if’). Two possible paths are discussed—one is internal development and the other a result of language contact . Each path is considered, paying meticulous attention to the respective sets of difficulties . The difference in the synchronic function and meaning between the Akkadian and Hebrew particles is bridged based on the syntactic and functional analysis of the Old Babylonian particle, which shows it to be an epistemic particle .