1And after the plague, the LORD said to Moses and to Eleazar, son of Aaron the priest, 2“Take a census of all the congregation of the Israelites, those twenty years old and older, throughout their fathers' house, all that are able to go to war in Israel.” 3And so Moses and Eleazar, the priest, ordered them on the plains of Moab by the Jordan near Jericho, 4“Take a count of the people, twenty years old and older, of the Israelites who came out of Egypt; as the LORD commanded Moses”.

5The descendants of Reuben, the eldest son of Israel: Hanoch, of whom comes the family of the Hanochites; Pallu, the family of the Palluites; 6Hezron, the family of the Hezronites; Carmi, the family of the Carmites. 7These are the clans of the Reubenites; and they were numbered at forty-three thousand, seven hundred thirty. 8And the sons of Pallu: Eliab. 9And the sons of Eliab were: Nemuel, Dathan, and Abiram. This is that Dathan and Abiram, who were chosen from the congregation, who rebelled against Moses and Aaron along with Korah, when they rebelled against the LORD: 10And the earth opened up, and swallowed them with Korah, when that company of two hundred fifty men died, when devoured by fire: and they served as a warning sign (16:1-33). 11However, the children of Korah did not die.

12The descendants of Simeon by their clans: Nemuel, the family of the Nemuelites; Jamin, the family of the Jaminites; Jachin, the family of the Jachinites; 13Zerah, the family of the Zerahites; Shaul, the family of the Shaulites. 14These are the families of the Simeonites. Those numbered of them were twenty-two thousand, two hundred.

15The descendants of Gad by their clans: Zephon, the family of the Zephonites; Haggi, the family of the Haggites; Shuni, the family of the Shunites; 16Ozni, the family of the Oznites; Eri, the family of the Erites; 17Arod, the family of the Arodites; and Areli, the family of the Arelites. 18These are the families of the descendants of Gad. Those numbered of them were forty thousand, five hundred.

19The sons of Judah were Er and Onan. Er and Onan died in the land of Canaan (Gen.45:12). 20And the sons of Judah by their clans were: Shelah, the family of the Shelanites; Perez, the family of the Perezites; Zerah, the family of the Zerahites. 21And the sons of Perez were: Hezron, the family of the Hezronites; Hamul, the family of the Hamulites. 22These are the families of Judah according to those who were numbered of them, seventy-six thousand, five hundred.

23Of the sons of Issachar by their clans: Tola, the family of the Tolaites; Puvah, the family of the Punites; 24Jashub, the family of the Jashubites; Shimron, the family of the Shimronites. 25These are the families of Issachar who were numbered of them, sixty-four thousand, three hundred.

26Of the sons of Zebulun by their clans: Sered, the family of the Seredites; Elon, the family of the Elonites; Jahleel, the family of the Jahleelites. 27These are the families of the Zebulunites. Those who were numbered of them, sixty thousand, five hundred.

28The sons of Joseph by clans were Manasseh and Ephraim. 29Of the sons of Manasseh: Machir, the family of the Machirites; and Machir begat Gilead: of Gilead comes the family of the Gileadites. 30These are the sons of Gilead: Iezer, the family of the Iezerites; Helek, the family of the Helekites; 31Asriel, the family of the Asrielites; Shechem, the family of the Shechemites; 32Shemida, the family of the Shemidaites; Hepher, the family of the Hepherites. 33And Zelophehad, son of Hepher, had no sons, but daughters; and the names of the daughters of Zelophehad were Mahlah, Noah, Hoglah, Milcah, and Tirzah. 34These are the families of Manasseh, and those that were numbered of them, fifty-two thousand, seven hundred.

35These are the sons of Ephraim by their clans: Shuthelah, the family of the Shuthalhites; Becher, the family of the Becherites; Tahan, the family of the Tahanites. 36And these are the sons of Shuthelah: of Eran, the family of the Eranites. 37These are the families of the sons of Ephraim according to those that were numbered of them, thirty-two thousand, five hundred. These are the sons of Joseph after their families.

38The sons of Benjamin by their clans: Bela, the family of the Belaites; Ashbel, the family of the Ashbelites; Ahiram, the family of the Ahiramites; 39Shephupham, the family of the Shephuphamites; Hupham, the family of the Huphamites. 40And the sons of Bela were Ard and Naaman: Ard, the family of the Ardites; and Naaman, the family of the Naamites. 41These are the sons of Benjamin after their families: and they were numbered at forty-five thousand, six hundred.

42These are the sons of Dan by their clans: Shuham, the family of the Shuhamites. These are the families of Dan after their families. 43All the families of the Shuhamites, were numbered at were sixty-four thousand, four hundred.

44Of the descendants of Asher after their clans: Imnah, the family of the Imnites; Ishvi, the family of the Ishvites; Beriah, the family of the Beriites. 45Of the sons of Beriah: Heber, the family of the Heberites; Malchiel, the family of the Malchielites. 46And the name of the daughter of Asher was Sarah. 47These are the families of the sons of Asher were numbered at fifty-three thousand, four hundred.

48Of the sons of Naphtali by their clans: Jahzeel, the family of the Jahzeelites; Guni, the family of the Gunites; 49Jezer, the family of the Jezerites; Shillem, the family of the Shillemites. 50These are the families of Naphtali and they were numbered at forty-five thousand, four hundred.

51The total number of all Israelites: six hundred one thousand, seven hundred thirty.

52And the LORD said to Moses, 53“The land shall be divided among these for an inheritance according to the number of names. 54To many you shall give the larger inheritance, and to few you shall give less inheritance: to every one shall his inheritance be given according to those that were numbered of him. 55Ensure that the land is divided by lot: according to the names of the tribes of their fathers they shall inherit. 56According to the lot shall the possession of it be divided between many and few.”

57And these are they that were numbered of the Levites by their clans: Gershon, the family of the Gershonites; Kohath, the family of the Kohathites; Merari, the family of the Merarites. 58These are the families of the Levites: the family of the Libnites, the family of the Hebronites, the family of the Mahlites, the family of the Mushites, the family of the Korahites. And Kohath begat Amram. 59And the name of Amram's wife was Jochebed, the daughter of Levi, whom her mother bore to Levi in Egypt; and those she bore to Amram were Aaron, Moses, and Miriam, their sister. 60And to Aaron was born Nadab, Abihu, Eleazar, and Ithamar. 61Nadab and Abihu died (Lev. 10:1), when they offered strange fire before the LORD. 62And those who were numbered of them were twenty-three thousand, all males a month old and older: for they were not numbered among the other Israelites, because there was no inheritance given them among the Israelites.

63These are they who were numbered by Moses and Eleazar, the priest, who numbered the Israelites in the plains of Moab by the Jordan near Jericho. 64But among these there was not a man left of those that Moses and Aaron, the priest, had numbered, when they numbered the Israelites in the wilderness of Sinai. 65For the LORD had said of them, “They shall surely die in the wilderness.” And there was not a man of them left, except Caleb, son of Jephunneh, and Joshua, son of Nun.