1 On the first day of the second month, in the second year after the Israelites came out of the land of Egypt, the LORD spoke to Moses in the wilderness of Sinai, in the Tent of Meeting, and said, 2 “Take a census of the whole congregation of the Israelites, by their clans and their ancestral households, counting the names of every male one by one. 3 You and Aaron shall register all in Israel from twenty years old and upward who are able to go out to war, by their divisions. 4 One man from each tribe shall be with you, each the head of his ancestral household. 5 These are the names of the men who shall stand with you: from Reuben, Elizur son of Shedeur; 6 from Simeon, Shelumiel son of Zurishaddai; 7 from Judah, Nahshon son of Amminadab; 8 from Issachar, Nethanel son of Zuar; 9 from Zebulun, Eliab son of Helon; 10 from the sons of Joseph: from Ephraim, Elishama son of Ammihud; from Manasseh, Gamaliel son of Pedahzur; 11 from Benjamin, Abidan son of Gideoni; 12 from Dan, Ahiezer son of Ammishaddai; 13 from Asher, Pagiel son of Ocran; 14 from Gad, Eliasaph son of Deuel; 15 from Naphtali, Ahira son of Enan. 16 These are the men called from the congregation, leaders of their ancestral tribes; they are the heads of the thousands of Israel.” 17 Moses and Aaron took these men who had been designated by name. 18 They assembled the whole congregation on the first day of the second month, and the men declared their lineage by their clans and their ancestral households, according to the count of names, from twenty years old and upward, one by one. 19 As the LORD had commanded Moses, he registered them in the wilderness of Sinai.

20 Of the descendants of Reuben, Israel's firstborn, according to their lines of descent, their clans, and their ancestral households, counting names one by one, every male twenty years old and upward, all who could go out to war, 21 those registered from the tribe of Reuben were forty-six thousand five hundred.

22 Of the descendants of Simeon, according to their lines of descent, their clans, and their ancestral households, their registered men by the count of names, one by one, every male twenty years old and upward, all who could go out to war, 23 those registered from the tribe of Simeon were fifty-nine thousand three hundred.

24 Of the descendants of Gad, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 25 those registered from the tribe of Gad were forty-five thousand six hundred fifty.

26 Of the descendants of Judah, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 27 those registered from the tribe of Judah were seventy-four thousand six hundred.

28 Of the descendants of Issachar, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 29 those registered from the tribe of Issachar were fifty-four thousand four hundred.

30 Of the descendants of Zebulun, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 31 those registered from the tribe of Zebulun were fifty-seven thousand four hundred.

32 Of the sons of Joseph, of the descendants of Ephraim, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 33 those registered from the tribe of Ephraim were forty thousand five hundred.

34 Of the descendants of Manasseh, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 35 those registered from the tribe of Manasseh were thirty-two thousand two hundred.

36 Of the descendants of Benjamin, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 37 those registered from the tribe of Benjamin were thirty-five thousand four hundred.

38 Of the descendants of Dan, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 39 those registered from the tribe of Dan were sixty-two thousand seven hundred.

40 Of the descendants of Asher, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war, 41 those registered from the tribe of Asher were forty-one thousand five hundred.

42 The descendants of Naphtali, according to their lines of descent, their clans, and their ancestral households, by the count of names, from twenty years old and upward, all who could go out to war— 43 those registered from the tribe of Naphtali were fifty-three thousand four hundred.

44 These were the men registered by Moses and Aaron together with the leaders of Israel, who were twelve men, one for each ancestral household. 45 All the Israelites registered by their ancestral households, from twenty years old and upward, all in Israel who could go out to war, 46 all those registered were six hundred three thousand five hundred fifty. 47 But the Levites, according to their ancestral tribe, were not registered among them.

48 The LORD spoke to Moses and said, 49 “You must not register the tribe of Levi or take their census among the Israelites. 50 But appoint the Levites over the tabernacle of the Testimony, all its furnishings, and everything belonging to it. They shall carry the tabernacle and all its furnishings, attend to it, and camp around the tabernacle. 51 When the tabernacle sets out, the Levites shall take it down; when the tabernacle camps, the Levites shall set it up. Any unauthorized person who comes near must be put to death. 52 The Israelites shall camp, each in his own camp and each by his own standard, according to their divisions. 53 But the Levites shall camp around the tabernacle of the Testimony, so that wrath does not fall on the congregation of the Israelites. The Levites shall keep charge of the tabernacle of the Testimony.” 54 The Israelites did according to all that the LORD had commanded Moses; so they did.