When: On the first day of the second month, in the second year after they came out of the land of Egypt.
Where: In the wilderness of Sinai, in the tabernacle of the congregation
The Lord (to Moses):
Take a census of the children of Israel, after their families, by the house of their fathers. Count every male from twenty years old and upward, all that are able to go forth to war in Israel. You and Aaron shall number them by their armies. And take with you the man of every tribe who is the head of the house of his fathers.
And these are the names of the men that shall stand with you:
Of the tribe of Reuben; Elizur the son of Shedeur.
Of Simeon; Shelumiel the son of Zurishaddai.
Of Judah; Nahshon the son of Amminadab.
Of Issachar; Nethaneel the son of Zuar.
Of Zebulun; Eliab the son of Helon.
Of the children of Joseph:
of Ephraim; Elishama the son of Ammihud:
of Manasseh; Gamaliel the son of Pedahzur.
Of Benjamin; Abidan the son of Gideoni.
Of Dan; Ahiezer the son of Ammishaddai.
Of Asher; Pagiel the son of Ocran.
Of Gad; Eliasaph the son of Deuel.
Of Naphtali; Ahira the son of Enan.
These are the renowned of the congregation, princes of the tribes of their fathers, heads of thousands in Israel.
And Moses and Aaron took these men and did as the Lord commanded and numbered every male from twenty years old and upward, all that were able to go forth to war.
These were the numbers:
Of the tribe of Reuben, 46,500
Of the tribe of Simeon, 59,300
Of the tribe of Gad, 45,650
Of the tribe of Judah, 74,600.
Of the tribe of Issachar, 54,400
Of the tribe of Zebulun, 57,400
Of the children of Joseph, of the tribe of Ephraim, 40,500
Of the children of Joseph, of the tribe of Manasseh, 32,200
Of the tribe of Benjamin, 35,400
Of the tribe of Dan, 62,700
Of the tribe of Asher, 41,500
Of the tribe of Naphtali, 53,000
But the Levites were not numbered among them.
The Lord (to Moses): Only do not number the tribe of Levi. They shall be over the tabernacle of testimony, and over all the vessels of it, and over all things that belong to it. They shall carry the tabernacle, and all the vessels of it. They shall minister to it, and shall encamp round about the tabernacle. And when the tabernacle goes forward, the Levites shall take it down: and when the tabernacle is to be pitched, the Levites shall set it up. The Levites shall camp round about the tabernacle of testimony, that there be no wrath on the congregation of the children of Israel: and the Levites shall keep the charge of the tabernacle of testimony.
And the children of Israel did according to all that the Lord commanded Moses, so did they.