1 The 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 people of Israel, by clans, by fathers’ houses, according to the number of names, every male, head by head. 3 From twenty years old and upward, all in Israel who are able to go to war, you and Aaron shall list them, company by company. 4 And there shall be with you a man from each tribe, each man being the head of the house of his fathers. 5 And these are the names of the men who shall assist you. From Reuben, Elizur the son of Shedeur; 6 from Simeon, Shelumiel the son of Zurishaddai; 7 from Judah, Nahshon the son of Amminadab; 8 from Issachar, Nethanel the son of Zuar; 9 from Zebulun, Eliab the son of Helon; 10 from the sons of Joseph, from Ephraim, Elishama the son of Ammihud, and from Manasseh, Gamaliel the son of Pedahzur; 11 from Benjamin, Abidan the son of Gideoni; 12 from Dan, Ahiezer the son of Ammishaddai; 13 from Asher, Pagiel the son of Ochran; 14 from Gad, Eliasaph the son of Deuel; 15 from Naphtali, Ahira the son of Enan.” 16 These were the ones chosen from the congregation, the chiefs of their ancestral tribes, the heads of the clans of Israel.

17 Moses and Aaron took these men who had been named, 18 and on the first day of the second month, they assembled the whole congregation together, who registered themselves by clans, by fathers’ houses, according to the number of names from twenty years old and upward, head by head, 19 as the Lord commanded Moses. So he listed them in the wilderness of Sinai.

20 The people of Reuben, Israel’s firstborn, their generations, by their clans, by their fathers’ houses, according to the number of names, head by head, every male from twenty years old and upward, all who were able to go to war: 21 those listed of the tribe of Reuben were 46,500.

22 Of the people of Simeon, their generations, by their clans, by their fathers’ houses, those of them who were listed, according to the number of names, head by head, every male from twenty years old and upward, all who were able to go to war: 23 those listed of the tribe of Simeon were 59,300.

24 Of the people of Gad, their generations, by their clans, by their fathers’ houses, according to the number of the names, from twenty years old and upward, all who were able to go to war: 25 those listed of the tribe of Gad were 45,650.

26 Of the people of Judah, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 27 those listed of the tribe of Judah were 74,600.

28 Of the people of Issachar, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 29 those listed of the tribe of Issachar were 54,400.

30 Of the people of Zebulun, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 31 those listed of the tribe of Zebulun were 57,400.

32 Of the people of Joseph, namely, of the people of Ephraim, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 33 those listed of the tribe of Ephraim were 40,500.

34 Of the people of Manasseh, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 35 those listed of the tribe of Manasseh were 32,200.

36 Of the people of Benjamin, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 37 those listed of the tribe of Benjamin were 35,400.

38 Of the people of Dan, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 39 those listed of the tribe of Dan were 62,700.

40 Of the people of Asher, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 41 those listed of the tribe of Asher were 41,500.

42 Of the people of Naphtali, their generations, by their clans, by their fathers’ houses, according to the number of names, from twenty years old and upward, every man able to go to war: 43 those listed of the tribe of Naphtali were 53,400.

44 These are those who were listed, whom Moses and Aaron listed with the help of the chiefs of Israel, twelve men, each representing his fathers’ house. 45 So all those listed of the people of Israel, by their fathers’ houses, from twenty years old and upward, every man able to go to war in Israel— 46 all those listed were 603,550.

47 But the Levites were not listed along with them by their ancestral tribe. 48 For the Lord spoke to Moses, saying, 49 “Only the tribe of Levi you shall not list, and you shall not take a census of them among the people of Israel. 50 But appoint the Levites over the tabernacle of the testimony, and over all its furnishings, and over all that belongs to it. They are to carry the tabernacle and all its furnishings, and they shall take care of it and shall camp around the tabernacle. 51 When the tabernacle is to set out, the Levites shall take it down, and when the tabernacle is to be pitched, the Levites shall set it up. And if any outsider comes near, he shall be put to death. 52 The people of Israel shall pitch their tents by their companies, each man in his own camp and each man by his own standard. 53 But the Levites shall camp around the tabernacle of the testimony, so that there may be no wrath on the congregation of the people of Israel. And the Levites shall keep guard over the tabernacle of the testimony.” 54 Thus did the people of Israel; they did according to all that the Lord commanded Moses. – Numbers 1:1-54 ESV

Written by Moses, this book was originally part of a five-book known as the Pentateuch, which in Hebrew means “the five scrolls.” The opening chapter of this fourth book of the Pentateuch begins with God commanding Moses to take a census of the people of Israel, who are still encamped at the base of Mount Sinai. A year and a half has passed since God delivered them from their enslavement to the Egyptians and led them to Mount Sinai under the leadership of Moses.

During their stay at Mount Sinai, God revealed Himself to the people of Israel in the form of a storm cloud that encompassed the peak of the mountain and was accompanied by thunder and lightning.

On the morning of the third day there were thunders and lightnings and a thick cloud on the mountain and a very loud trumpet blast, so that all the people in the camp trembled. Then Moses brought the people out of the camp to meet God, and they took their stand at the foot of the mountain. Now Mount Sinai was wrapped in smoke because the Lord had descended on it in fire. The smoke of it went up like the smoke of a kiln, and the whole mountain trembled greatly. – Exodus 18:16-18 ESV

This theophany or visible manifestation of God’s presence was intended to illustrate the glory and greatness of God and instill in the Israelites a reverence for His holiness. 

Now the appearance of the glory of the Lord was like a devouring fire on the top of the mountain in the sight of the people of Israel. – Exodus 24:17 ESV

The theophany had its intended effect, creating in the Israelites a reverential awe and a reluctance to draw near the mountain out of fear of death. It was from His temporary abode on the mountaintop that God gave Moses the law and the design for the Tabernacle. A month after having completed the construction of the Tabernacle and the inauguration of the sacrificial system, Moses received a command from God to take a census or a numbering of the people. This divine decree was in preparation for the people to leave Mount Sinai and continue their journey to Canaan, the land God had promised to give them as their inheritance.

According to Moses, the census was taken “on the first day of the second month, in the second year after they had come out of the land of Egypt” (Numbers 1:1 ESV). Twenty days later, the Israelites would break camp and begin the final stage of their journey to the land of Canaan.

In the second year, in the second month, on the twentieth day of the month, the cloud lifted from over the tabernacle of the testimony, and the people of Israel set out by stages from the wilderness of Sinai. – Numbers 10:11-12 ESV

But before they left, God instructed Moses to take a head count of all the males who were 20 years of age or older. He was not to include the mixed multitude that had left Egypt with them but was only to count those men were members of the twelve tribes of Israel. No one who was unfit for military service was to be counted. No women or children were to be included in the final number.

So, Moses had everyone arranged according to their tribe and when the counting was complete, they discovered that there were 603,550 able-bodied men among them. If you add in wives and kids, as well as an estimate of how many foreigners were traveling with them, it isn't hard to see that the number of people traveling under Moses' leadership was well over a million and a half. That's a staggering sum, and the book of Numbers is going to chronicle their nearly 40-year journey through the wilderness.

Their movement from Mount Sinai to Canaan was going to be a logistical miracle. To travel that long and far with that many people would prove to be a feat of epic proportions that would require divine empowerment to succeed.

So why did God have Moses number the people? What could have been His purpose? First of all, it was probably a not-so-subtle reminder that God was keeping the promise He had made to Abraham that He would multiply his seed exceedingly, which was the same promise He had renewed to Jacob.

“Your offspring shall be like the dust of the earth, and you shall spread abroad to the west and to the east and to the north and to the south, and in you and your offspring shall all the families of the earth be blessed.” – Genesis 28:14

When the descendants of Jacob first arrived in Egypt, their entire clan was just over 70 in number. But during their four-century-long stay in Egypt, they experienced a dramatic population increase that could only be explained as a miracle of God. The book of Exodus records that by the time they left Egypt, they were no longer a clan; they were a nation.

And the people of Israel journeyed from Rameses to Succoth, about six hundred thousand men on foot, besides women and children. A mixed multitude also went up with them, and very much livestock, both flocks and herds. – Exodus 12:37-38 ESV

Now, a year and a half later, the census would reveal that their number had not diminished. God had protected and preserved them along the way. And even though He had been forced to mete out judgment on those who had participated in the incident of the golden calf at Mount Sinai (Exodus 32), God had actually increased their number. By the time Moses completed the census, they would know that God had made good on His promise to transform them into a great nation, and they could trust Him to fulfill His promise to give them the land of Canaan as their inheritance.

A second part of God's command for the census was for Moses to select men from each of the various tribes and clans to assist him. Leadership was going to be critical for this journey, and order would need to be maintained. This divine enlistment of additional leadership was intended to display God’s care and concern for His people. He knew what they would need to survive the journey from Mount Sinai to Canaan, so He had Moses appoint these men as shepherds over the people so that they might care for them.

A good shepherd always knows the exact number of the sheep under his care. As the Shepherd of Israel (Psalms 80:1), God also numbers His flock so that He might properly care for each and every one of them.

Thirdly, God seems to go out of His way to differentiate the Israelites from the host of foreigners traveling with them. We don't know how many "mixed multitude" left Egypt with them, but it was probably not an insignificant number. So, when God commands the census to be taken, He orders that it not include anyone but the sons of Israel. This differentiation between the Israelites and the mixed multitude illustrates the special relationship between God and His chosen people. God had clearly told the Israelites that they would hold a special place in His heart.

“…you shall be my treasured possession among all peoples, for all the earth is mine; and you shall be to me a kingdom of priests and a holy nation.” – Exodus 19:5-6 ESV

God cares for His own. He knows those that are His (2 Timothy 2:19), and He knows them by name (Philippians 4:3). Even the hairs of their head are numbered (Matthew 10:30).

Finally, God seems to be arranging the people in such a way as to facilitate and improve their orderly travel and the administration of justice. This was not going to be an unruly rabble traveling through the wilderness, but a well-ordered army. God only had Moses number the men who were fit for battle, and then Moses was ordered to arrange them in military rank and file. This was probably meant as a reminder that they were going to have to be prepared to fight when they arrived in the land of promise. Their promised inheritance would not just be handed over to them. So, God was letting them know that would have to learn to follow commands and march in an orderly manner.

Can you imagine what it would have been like for a million and a half people to travel through the wilderness without some kind of plan or orderly system of communication and administration? There would have been thousands of children, hundreds of thousands of animals, and plenty of excuses for chaos and disorder. So, God arranged them in troops and provided them with leaders. God is a god of order, not confusion. He has a plan. He has a purpose. He knows exactly what is needed and when it is needed. And He can always be trusted.

English Standard Version (ESV) The Holy Bible, English Standard Version. ESV® Permanent Text Edition® (2016). Copyright © 2001

New Living Translation (NLT) Holy Bible, New Living Translation, copyright © 1996, 2004, 2015 by Tyndale House Foundation. Used by permission of Tyndale House Publishers Inc., Carol Stream, Illinois 60188. All rights reserved.