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, 2"Take the sum of all the congregation of the children of Israel, according to their families, by their fathers' house, with the number of names, every male by their heads, 3From twenty years old and upward, all that are able to go forth to war in Israel. You and Aaron shall number them by their armies. 4And with you there shall be a man of every tribe, each one head of the house of his fathers.

5And these are the names of the men that shall stand with you: 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 sons 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 Reuel; 15Of Naphtali, Ahira the son of Enan." 16These were the noted ones of the congregation, princes of the tribes of their fathers, heads of thousands in Israel.

17And Moses and Aaron took these men who are called by name. 18And they gathered all the congregation on the first day of the second month. And they declared their pedigrees according to their families, by their fathers' house, according to the number of the names, from twenty years old and upward, by their heads. 19As the LORD commanded Moses, so he numbered them in the wilderness of Sinai.

20And the sons of Reuben, Israel's firstborn son, by their generations, according to their families, by their fathers' house, according to the number of the names, by their heads, every male from twenty years old and upward, all that were able to go forth to war: 21Those numbered of them of the tribe of Reuben were forty-six thousand, five hundred.

22Of the sons of Simeon, by their generations, according to their families, by their fathers' houses, those that were numbered of them, according to the number of the names, by their heads, every male from twenty years old and upward, all that were able to go forth to war: 23Those numbered of them of the tribe of Simeon, were fifty-nine thousand, three hundred.

24Of the sons of Gad, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 25Those numbered of the tribe of Gad were forty-five thousand, six hundred and fifty.

26Of the sons of Judah, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all able to go forth to war: 27Those numbered of them of the tribe of Judah were seventy-four thousand, six hundred.

28Of the sons of Issachar, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 29Those numbered of them of the tribe of Issachar were fifty-four thousand, four hundred.

30Of the sons of Zebulun, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 31Those numbered of them of the tribe of Zebulun were fifty-seven thousand, four hundred.

32Of the sons of Joseph, of the sons of Ephraim, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 33Those numbered of them of the tribe of Ephraim were forty thousand, five hundred.

34Of the sons of Manasseh, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 35Those numbered of them of the tribe of Manasseh were thirty-two thousand, two hundred.

36Of the sons of Benjamin, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 37Those numbered of them of the tribe of Benjamin were thirty-five thousand, four hundred.

38Of the sons of Dan, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 39Those numbered of them of the tribe of Dan were sixty-two thousand, seven hundred.

40Of the sons of Asher, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 41Those numbered of them of the tribe of Asher were forty-one thousand, five hundred.

42Of the sons of Naphtali, by their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all that were able to go forth to war: 43Those numbered of them of the tribe of Naphtali were fifty-three thousand, four hundred.

44These are those who were numbered, whom Moses and Aaron numbered, and the rulers of Israel being twelve men. Each one was for the house of his fathers. 45And all those that were numbered of the children of Israel, by their fathers' houses, from twenty years old and upward, all who were able to go forth to war in Israel: 46Even all those who were numbered were six hundred three thousand, five hundred and fifty.

47But the Levites, according to the tribe of their fathers, were not numbered among them. 48For the LORD had spoken to Moses saying, 49"Only you shall not number the tribe of Levi, neither take the sum of them among the children of Israel. 50But you shall set the Levites over the tabernacle of testimony, and over all its vessels, and over all its things. They shall carry the tabernacle and all its vessels. And they shall serve it, and shall camp around the tabernacle. 51And when the tabernacle sets forth, the Levites shall take it down. And when the tabernacle is to be pitched, the Levites shall set it up. And the stranger who comes near shall be put to death. 52And the children of Israel shall pitch their tents, each man by his own camp, and each man by his own banner, throughout their armies. 53But the Levites shall pitch around the tabernacle of testimony, so 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 they did.