1And the LORD spoke to Moses in the wilderness of Sinai, in the tabernacle of meeting, on the first day of the second month, in the second year after they had come out of the land of Egypt, and He said, 2“Take a census (count) of all the congregation of the Israelites, by their clans and by the families of their fathers, listing them by their names, every male one by one; 3From twenty years old and older, all that are able to serve in the army in Israel: you and Aaron shall number them by their divisions. 4And with you there shall be a man of every tribe; each the 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; Nethanel the son of Zuar. 9Of Zebulun; Eliab the son of Helon. 10Of the descendants 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 Ochran. 14Of Gad; Eliasaph the son of Deuel. 15Of Naphtali; Ahira the son of Enan. 16These were the renowned of the congregation, leaders of the tribes of their fathers, heads of thousands in Israel.”

17And so Moses and Aaron took the men who are mentioned by their names: 18And they assembled all the congregation together on the first day of the second month, and they declared and registered their lineages by their families, by the clans of their fathers, according to the number of the names, from twenty years old and older, by their polls. 19As the LORD commanded Moses, so he numbered them in the wilderness of Sinai.

20And the descendants 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 older who were able to serve in the army; 21Those that were numbered of the tribe of Reuben, were forty-six thousand, five hundred. 22Of the descendants of Simeon, every male from twenty years old and older who were able to serve in the army were numbered at fifty-nine thousand, three hundred. 24Of the descendants of Gad, every male from twenty years old and older who were able to serve in the army, 25Were numbered at forty-five thousand, six hundred fifty. 26Of the descendants of Judah, from twenty years old and older, and able to serve in the army; 27Were numbered at seventy-four thousand, six hundred. 28Of the descendants of Issachar, from twenty years old and older, and able to serve in the army; 29Those that were numbered of them, of the tribe of Issachar, were fifty-four thousand, four hundred. 30Of the descendants of Zebulun, from twenty years old and older, and able to serve in the army; were fifty-seven thousand, four hundred. 32Of the descendants of Joseph, namely, of the descendants of Ephraim, from twenty years old and older, and able to serve in the army; 33, were forty thousand, five hundred. 34Of the descendants of Manasseh, from twenty years old and older, and able to serve in the army; 35Those were thirty-two thousand, two hundred. 36Of the descendants of Benjamin, from twenty years old and older, and able to serve in the army; 37Those were thirty-five thousand, four hundred. 38Of the descendants of Dan, 39Those were sixty-two thousand, seven hundred. 40Of the descendants of Asher, from twenty years old and older, and able to serve in the army; 41Those were forty-one thousand, five hundred. 42Of the descendants of Naphtali, from twenty years old and older, and able to serve in the army; 43Those were fifty-three thousand, four hundred.

44These are they that were numbered, by Moses, Aaron, and the leaders of Israel, twelve men: one from each tribe. 45So were all those that were numbered of the Israelites, according to their families, from twenty years old and older who were able to serve in the army in Israel: 46They that were numbered were six hundred three thousand, five hundred fifty. 47But the Levites of the tribe of their fathers were not numbered among them.

48For the LORD had spoken to Moses, saying, 49“You shall not number the tribe of Levi, nor take the sum of them among the Israelites: 50But you shall 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 unto it, and shall camp around the tabernacle. 51And when the tabernacle sets 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 comes near shall be put to death. 52And the Israelites 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 their tents around the tabernacle of testimony, so that there be no wrath upon the congregation of the Israelites; and the Levites shall keep the charge of the tabernacle of testimony.” 54And the Israelites did according to all that the LORD commanded Moses.