1The LORD spoke to Moses in the wilderness of Sinai, in the Tent of Meeting, 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 a census of all the congregation of the children of Israel, by their families, by their fathers' houses, according to the number of the names, every male, one by one; 3from twenty years old and upward, all who are able to go out to war in Israel. You and Aaron shall number them by their divisions. 4With you there shall be a man of every tribe; everyone head of his fathers' house. 5These 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 Reuel. 15Of Naphtali: Ahira the son of Enan." 16These are those who were called of the congregation, the leaders of the tribes of their fathers; they were the heads of the thousands of Israel.

17Moses and Aaron took these men who are mentioned by name. 18They assembled all the congregation together on the first day of the second month; and they declared their ancestry by their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, one by one. 19As the LORD commanded Moses, so he numbered them in the wilderness of Sinai.

20Now the descendants of Reuben, Israel’s firstborn, their generations, according to their families, by their fathers' houses, according to the number of the names, one by one, every male from twenty years old and upward, all who were able to go out to war; 21those who were numbered of them, of the tribe of Reuben, were forty-six thousand five hundred.

22Of the descendants of Simeon, their generations, according to their families, by their fathers' houses, those who were numbered of it, according to the number of the names, one by one, every male from twenty years old and upward, all who were able to go out to war; 23those who were numbered of them, of the tribe of Simeon, were fifty-nine thousand three hundred.

24Of the descendants of Gad, their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all who were able to go out to war; 25those who were numbered of them, of the tribe of Gad, were forty-five thousand six hundred fifty.

26Of the descendants of Judah, their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all who were able to go out to war; 27those who were numbered of them, of the tribe of Judah, were sixty-four thousand six hundred.

28Of the descendants of Issachar, their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all who were able to go out to war; 29those who were numbered of them, of the tribe of Issachar, were fifty-four thousand four hundred.

30Of the descendants of Zebulun, their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all who were able to go out to war; 31those who were numbered of them, of the tribe of Zebulun, were fifty-seven thousand four hundred.

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

34Of the descendants of Manasseh, their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all who were able to go out to war; 35those who were numbered of them, of the tribe of Manasseh, were thirty-two thousand two hundred.

36Of the descendants of Benjamin, their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all who were able to go out to war; 37those who were numbered of them, of the tribe of Benjamin, were thirty-five thousand four hundred.

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

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

42Of the descendants of Naphtali, their generations, according to their families, by their fathers' houses, according to the number of the names, from twenty years old and upward, all who were able to go forth to war; 43those who were 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 leaders of Israel, being twelve men; each representing his fathers' house. 45So all those who were numbered of the children of Israel by their fathers' houses, from twenty years old and upward, all who were able to go out to war in Israel; 46even all those who were numbered were six hundred three thousand five hundred fifty.

47But the Levites after the tribe of their fathers were not numbered among them. 48For the LORD spoke to Moses, saying, 49"Only the tribe of Levi you shall not number, neither shall you take a census of them among the children of Israel; 50but 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, and shall camp around it. 51When the tabernacle is to move, the Levites shall take it down; and when the tabernacle is to be set up, the Levites shall set it up. The unauthorized person who comes near shall be put to death. 52The children of Israel shall pitch their tents, every man by his own camp, and every man by his own standard, according to their divisions. 53But the Levites shall camp around the Tabernacle of the Testimony, that there may be no wrath on the congregation of the children of Israel: and the Levites shall be responsible for the Tabernacle of the Testimony." 54Thus the children of Israel did. According to all that the LORD commanded Moses, so they did.