1And the LORD spoke to Moses in the wilderness of Sinai, in the tabernacle of the congregation, on the first day of the second month, in the second year after they had come out of the land of Egypt, saying,

2Take ye the sum of all the congregation of the children of Israel, after their families by the house of their fathers, with the number of their names, every male by their poll:

3From twenty years old and upward, all that are able to go forth to war in Israel; thou and Aaron shall number them by their armies.

4And with you there shall be a man of every tribe; every one head of the house of his fathers.

5And these are the names of the men that shall stand with you: Of the tribe of Reuben; Elizur the son of Shedeur.

6Of Simeon; Shelumiel the son of Zurishaddai.

7Of Judah; Nahshon the son of Amminadab.

8Of Issachar; Nethaneel the son of Zuar.

9Of Zebulun; Eliab the son of Helon.

10Of the children of Joseph: of Ephraim; Elishama the son of Ammihud; of Manasseh; Gamaliel the son of Pedahzur.

11Of Benjamin; Abidan the son of Gideoni.

12Of Dan; Ahiezer the son of Ammishaddai.

13Of Asher; Pagiel the son of Ocran.

14Of Gad; Eliasaph the son of Deuel.

15Of Naphtali; Ahira the son of Enan.

16These were the renowned of the congregation, princes of the tribes of their fathers, heads of thousands in Israel.

17And Moses and Aaron took these men who are expressed by their names:

18And they assembled all the congregation on the first day of the second month, and they declared their pedigrees after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, by their polls.

19As the LORD commanded Moses, so he numbered them in the wilderness of Sinai.

20And the children of Reuben, Israel's eldest son, by their generations, after their families, by the house of their fathers, according to the number of the names, by their polls, every male from twenty years old and upward, all that were able to go forth to war;

21Those that were numbered of them, even of the tribe of Reuben, were forty and six thousand and five hundred.

22Of the children of Simeon, by their generations, after their families, by the house of their fathers, those that were numbered of them according to the number of the names, by their polls, every male from twenty years old and upward, all that were able to go forth to war;

23Those that were numbered of them, even of the tribe of Simeon, were fifty and nine thousand and three hundred.

24Of the children of Gad, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

25Those that were numbered of them, even of the tribe of Gad, were forty and five thousand six hundred and fifty.

26Of the children of Judah, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

27Those that were numbered of them, even of the tribe of Judah, were seventy and four thousand and six hundred.

28Of the children of Issachar, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

29Those that were numbered of them, even of the tribe of Issachar, were fifty and four thousand and four hundred.

30Of the children of Zebulun, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

31Those that were numbered of them, even of the tribe of Zebulun, were fifty and seven thousand and four hundred.

32Of the children of Joseph, namely , of the children of Ephraim, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

33Those that were numbered of them, even of the tribe of Ephraim, were forty thousand and five hundred.

34Of the children of Manasseh, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

35Those that were numbered of them, even of the tribe of Manasseh, were thirty and two thousand and two hundred.

36Of the children of Benjamin, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

37Those that were numbered of them, even of the tribe of Benjamin, were thirty and five thousand and four hundred.

38Of the children of Dan, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

39Those that were numbered of them, even of the tribe of Dan, were sixty and two thousand and seven hundred.

40Of the children of Asher, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

41Those that were numbered of them, even of the tribe of Asher, were forty and one thousand and five hundred.

42Of the children of Naphtali, throughout their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

43Those that were numbered of them, even of the tribe of Naphtali, were fifty and three thousand and four hundred.

44These are those that were numbered, which Moses and Aaron numbered, and the princes of Israel, being twelve men: each one was for the house of his fathers.

45So were all those that were numbered of the children of Israel, by the house of their fathers, from twenty years old and upward, all that were able to go forth to war in Israel;

46Even all they that were numbered, were six hundred thousand and three thousand and five hundred and fifty.

47But the Levites, after the tribe of their fathers, were not numbered among them.

48For the LORD had spoken to Moses, saying,

49Only thou shalt not number the tribe of Levi, neither take the sum of them among the children of Israel:

50But thou shalt appoint the Levites over the tabernacle of testimony, and over all its vessels, and over all things that belong to it: they shall bear the tabernacle, and all its vessels, and they shall minister to it, and shall encamp around the tabernacle.

51And when the tabernacle moveth forward, the Levites shall take it down; and when the tabernacle is to be pitched, the Levites shall set it up: and the stranger that cometh nigh shall be put to death.

52And the children of Israel shall pitch their tents every man by his own camp, and every man by his own standard, throughout their hosts.

53But the Levites shall pitch around the tabernacle of testimony; that there may be no wrath upon the congregation of the children of Israel: and the Levites shall keep the charge of the tabernacle of testimony.

54And the children of Israel did according to all that the LORD commanded Moses, so did they.