1And in the eighteenth year, the two and twentieth day of the first month, there was talk in the house of Nebuchadnezzar king of the Assyrians, that he should, as he said, avenge himself on all the earth.

2So he called unto him all his officers, and all his nobles, and communicated with them his secret counsel, and concluded the afflicting of the whole earth out of his own mouth.

3Then they decreed to destroy all flesh, that did not obey the commandment of his mouth.

4And when he had ended his counsel, Nebuchadnezzar king of the Assyrians called Holofernes the chief captain of his army, which was next unto him, and said unto him,

5Thus saith the great king, the lord of the whole earth, Behold, thou shalt go forth from my presence, and take with thee men that trust in their own strength, of footmen a hundred and twenty thousand; and the number of horses with their riders twelve thousand.

6And thou shalt go against all the west country, because they disobeyed my commandment:

7and thou shalt declare unto them, that they prepare for me earth and water: for I will go forth in my wrath against them, and will cover the whole face of the earth with the feet of mine army, and I will give them for a spoil unto them:

8so that their slain shall fill their valleys and brooks, and the river shall be filled with their dead, till it overflow:

9and I will lead them captives to the utmost parts of all the earth.

10Thou therefore shalt go forth, and take beforehand for me all their coasts: and if they will yield themselves unto thee, thou shalt reserve them for me till the day of their punishment.

11But concerning them that rebel, let not thine eye spare them; but put them to the slaughter, and spoil them wheresoever thou goest.

12For as I live, and by the power of my kingdom, whatsoever I have spoken, that will I do by my hand.

13And take thou heed that thou transgress none of the commandments of thy lord, but accomplish them fully, as I have commanded thee, and defer not to do them.

14Then Holofernes went forth from the presence of his lord, and called all the governors and captains, and the officers of the army of Assyria;

15and he mustered the chosen men for the battle, as his lord had commanded him, unto a hundred and twenty thousand, and twelve thousand archers on horseback;

16and he ranged them, as a great army is ordered for the war.

17And he took camels and asses for their carriages, a very great number; and sheep and oxen and goats without number for their provision:

18and plenty of victual for every man of the army, and very much gold and silver out of the king’s house.

19Then he went forth and all his power to go before King Nebuchadnezzar in the voyage, and to cover all the face of the earth westward with their chariots, and horsemen and their chosen footmen.

20A great number also of sundry countries came with them like locusts, and like the sand of the earth: for the multitude was without number.

21And they went forth of Nineveh three days’ journey toward the plain of Bectileth, and pitched from Bectileth near the mountain which is at the left hand of the upper Cilicia.

22Then he took all his army, his footmen, and horsemen, and chariots, and went from thence into the hill country;

23and destroyed Put and Lud, and spoiled all the children of Rassis, and the children of Ishmael, which were toward the wilderness at the south of the land of the Chelleans.

24Then he went over Euphrates, and went through Mesopotamia, and destroyed all the high cities that were upon the river Abron, till ye come to the sea.

25And he took the borders of Cilicia, and killed all that resisted him, and came to the borders of Japheth, which were toward the south, over against Arabia.

26He compassed also all the children of Midian, and burned up their tabernacles, and spoiled their sheepcotes.

27Then he went down into the plain of Damascus in the time of wheat harvest, and burned up all their fields, and destroyed their flocks and herds, also he spoiled their cities, and utterly wasted their countries, and smote all their young men with the edge of the sword.

28Therefore the fear and dread of him fell upon all the inhabitants of the sea coasts, which were in Sidon and Tyre, and them that dwelt in Sur and Ocina, and all that dwelt in Jamnia; and they that dwelt in Azotus and Ascalon feared him greatly.