1Then the LORD spoke to Moses in the wilderness of Sinai, in the tent of meeting, on the first of the second month, in the second year after they had come out of the land of Egypt, saying, 2"Take a census of all the congregation of the sons of Israel, by their families, by their fathers' households, according to the number of names, every male, head by head 3from twenty years old and upward, whoever [is able to] go out to war in Israel, you and Aaron shall number them by their armies. 4"With you, moreover, there shall be a man of each tribe, each one head of his father's household. 5"These then are the names of the men who 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, Nethanel 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 Ochran; 14of Gad, Eliasaph the son of Deuel; 15of Naphtali, Ahira the son of Enan. 16"These are they who were called of the congregation, the leaders of their fathers' tribes; they were the heads of divisions of Israel."

17So Moses and Aaron took these men who had been designated by name, 18and they assembled all the congregation together on the first of the second month. Then they registered by ancestry in their families, by their fathers' households, according to the number of names, from twenty years old and upward, head by head, 19just as the LORD had commanded Moses. So he numbered them in the wilderness of Sinai.

20Now the sons of Reuben, Israel's firstborn, their genealogical registration by their families, by their fathers' households, according to the number of names, head by head, every male from twenty years old and upward, whoever [was able to] go out to war, 21their numbered men of the tribe of Reuben [were] 46,500

22Of the sons of Simeon, their genealogical registration by their families, by their fathers' households, their numbered men, according to the number of names, head by head, every male from twenty years old and upward, whoever [was able to] go out to war, 23their numbered men of the tribe of Simeon [were] 59,300

24Of the sons of Gad, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 25their numbered men of the tribe of Gad [were] 45,650

26Of the sons of Judah, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 27their numbered men of the tribe of Judah [were] 74,600

28Of the sons of Issachar, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 29their numbered men of the tribe of Issachar [were] 54,400

30Of the sons of Zebulun, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 31their numbered men of the tribe of Zebulun [were] 57,400

32Of the sons of Joseph, [namely], of the sons of Ephraim, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 33their numbered men of the tribe of Ephraim [were] 40,500

34Of the sons of Manasseh, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 35their numbered men of the tribe of Manasseh [were] 32,200

36Of the sons of Benjamin, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 37their numbered men of the tribe of Benjamin [were] 35,400

38Of the sons of Dan, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 39their numbered men of the tribe of Dan [were] 62,700

40Of the sons of Asher, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 41their numbered men of the tribe of Asher [were] 41,500

42Of the sons of Naphtali, their genealogical registration by their families, by their fathers' households, according to the number of names, from twenty years old and upward, whoever [was able to] go out to war, 43their numbered men of the tribe of Naphtali [were] 53,400

44These are the ones who were numbered, whom Moses and Aaron numbered, with the leaders of Israel, twelve men, each of whom was of his father's household. 45So all the numbered men of the sons of Israel by their fathers' households, from twenty years old and upward, whoever [was able to] go out to war in Israel, 46even all the numbered men were 603,550

Levites Exempted

47The Levites, however, were not numbered among them by their fathers' tribe. 48For the LORD had spoken to Moses, saying, 49"Only the tribe of Levi you shall not number, nor shall you take their census among the sons of Israel. 50"But you shall appoint the Levites over the tabernacle of the testimony, and over all its furnishings and over all that belongs to it. They shall carry the tabernacle and all its furnishings, and they shall take care of it; they shall also camp around the tabernacle. 51"So when the tabernacle is to set out, the Levites shall take it down; and when the tabernacle encamps, the Levites shall set it up. But the layman who comes near shall be put to death. 52"The sons of Israel shall camp, each man by his own camp, and each man by his own standard, according to their armies. 53"But the Levites shall camp around the tabernacle of the testimony, so that there will be no wrath on the congregation of the sons of Israel. So the Levites shall keep charge of the tabernacle of the testimony." 54Thus the sons of Israel did; according to all which the LORD had commanded Moses, so they did.