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1 And it came to pass after the plague, that the Lord spake unto Moses and unto Eleazar the son of Aaron the priest, saying,

2 Take the sum of all the congregation of the children of Israel, from twenty years old and upward, throughout their fathers' house, all that are able to go to war in Israel.

3 And Moses and Eleazar the priest spake with them in the plains of Moab by Jordan near Jericho, saying,

4 Take the sum of the people, from twenty years old and upward; as the Lord commanded Moses and the children of Israel, which went forth out of the land of Egypt.

5 Reuben, the eldest son of Israel: the children of Reuben; Hanoch, of whom cometh the family of the Hanochites: of Pallu, the family of the Palluites:

6 Of Hezron, the family of the Hezronites: of Carmi, the family of the Carmites.

7 These are the families of the Reubenites: and they that were numbered of them were forty and three thousand and seven hundred and thirty.

8 And the sons of Pallu; Eliab.

9 And the sons of Eliab; Nemuel, and Dathan, and Abiram. This is that Dathan and Abiram, which were famous in the congregation, who strove against Moses and against Aaron in the company of Korah, when they strove against the Lord:

10 And the earth opened her mouth, and swallowed them up together with Korah, when that company died, what time the fire devoured two hundred and fifty men: and they became a sign.

11 Notwithstanding the children of Korah died not.

12 The sons of Simeon after their families: of Nemuel, the family of the Nemuelites: of Jamin, the family of the Jaminites: of Jachin, the family of the Jachinites:

13 Of Zerah, the family of the Zarhites: of Shaul, the family of the Shaulites.

14 These are the families of the Simeonites, twenty and two thousand and two hundred.

15 The children of Gad after their families: of Zephon, the family of the Zephonites: of Haggi, the family of the Haggites: of Shuni, the family of the Shunites:

16 Of Ozni, the family of the Oznites: of Eri, the family of the Erites:

17 Of Arod, the family of the Arodites: of Areli, the family of the Arelites.

18 These are the families of the children of Gad according to those that were numbered of them, forty thousand and five hundred.

19 The sons of Judah were Er and Onan: and Er and Onan died in the land of Canaan.

20 And the sons of Judah after their families were; of Shelah, the family of the Shelanites: of Pharez, the family of the Pharzites: of Zerah, the family of the Zarhites.

21 And the sons of Pharez were; of Hezron, the family of the Hezronites: of Hamul, the family of the Hamulites.

22 These are the families of Judah according to those that were numbered of them, threescore and sixteen thousand and five hundred.

23 Of the sons of Issachar after their families: of Tola, the family of the Tolaites: of Pua, the family of the Punites:

24 Of Jashub, the family of the Jashubites: of Shimron, the family of the Shimronites.

25 These are the families of Issachar according to those that were numbered of them, threescore and four thousand and three hundred.

26 Of the sons of Zebulun after their families: of Sered, the family of the Sardites: of Elon, the family of the Elonites: of Jahleel, the family of the Jahleelites.

27 These are the families of the Zebulunites according to those that were numbered of them, threescore thousand and five hundred.

28 The sons of Joseph after their families were Manasseh and Ephraim.

29 Of the sons of Manasseh: of Machir, the family of the Machirites: and Machir begat Gilead: of Gilead come the family of the Gileadites.

30 These are the sons of Gilead: of Jeezer, the family of the Jeezerites: of Helek, the family of the Helekites:

31 And of Asriel, the family of the Asrielites: and of Shechem, the family of the Shechemites:

32 And of Shemida, the family of the Shemidaites: and of Hepher, the family of the Hepherites.

33 And Zelophehad the son of Hepher had no sons, but daughters: and the names of the daughters of Zelophehad were Mahlah, and Noah, Hoglah, Milcah, and Tirzah.

34 These are the families of Manasseh, and those that were numbered of them, fifty and two thousand and seven hundred.

35 These are the sons of Ephraim after their families: of Shuthelah, the family of the Shuthalhites: of Becher, the family of the Bachrites: of Tahan, the family of the Tahanites.

36 And these are the sons of Shuthelah: of Eran, the family of the Eranites.

37 These are the families of the sons of Ephraim according to those that were numbered of them, thirty and two thousand and five hundred. These are the sons of Joseph after their families.

38 The sons of Benjamin after their families: of Bela, the family of the Belaites: of Ashbel, the family of the Ashbelites: of Ahiram, the family of the Ahiramites:

39 Of Shupham, the family of the Shuphamites: of Hupham, the family of the Huphamites.

40 And the sons of Bela were ard and Naaman: of Ard, the family of the Ardites: and of Naaman, the family of the Naamites.

41 These are the sons of Benjamin after their families: and they that were numbered of them were forty and five thousand and six hundred.

42 These are the sons of Dan after their families: of Shuham, the family of the Shuhamites. These are the families of Dan after their families.

43 All the families of the Shuhamites, according to those that were numbered of them, were threescore and four thousand and four hundred.

44 Of the children of Asher after their families: of Jimna, the family of the Jimnites: of Jesui, the family of the Jesuites: of Beriah, the family of the Beriites.

45 Of the sons of Beriah: of Heber, the family of the Heberites: of Malchiel, the family of the Malchielites.

46 And the name of the daughter of Asher was Sarah.

47 These are the families of the sons of Asher according to those that were numbered of them; who were fifty and three thousand and four hundred.

48 Of the sons of Naphtali after their families: of Jahzeel, the family of the Jahzeelites: of Guni, the family of the Gunites:

49 Of Jezer, the family of the Jezerites: of Shillem, the family of the Shillemites.

50 These are the families of Naphtali according to their families: and they that were numbered of them were forty and five thousand and four hundred.

51 These were the numbered of the children of Israel, six hundred thousand and a thousand seven hundred and thirty.

52 And the Lord spake unto Moses, saying,

53 Unto these the land shall be divided for an inheritance according to the number of names.

54 To many thou shalt give the more inheritance, and to few thou shalt give the less inheritance: to every one shall his inheritance be given according to those that were numbered of him.

55 Notwithstanding the land shall be divided by lot: according to the names of the tribes of their fathers they shall inherit.

56 According to the lot shall the possession thereof be divided between many and few.

57 And these are they that were numbered of the Levites after their families: of Gershon, the family of the Gershonites: of Kohath, the family of the Kohathites: of Merari, the family of the Merarites.

58 These are the families of the Levites: the family of the Libnites, the family of the Hebronites, the family of the Mahlites, the family of the Mushites, the family of the Korathites. And Kohath begat Amram.

59 And the name of Amram's wife was Jochebed, the daughter of Levi, whom her mother bare to Levi in Egypt: and she bare unto Amram Aaron and Moses, and Miriam their sister.

60 And unto Aaron was born Nadab, and Abihu, Eleazar, and Ithamar.

61 And Nadab and Abihu died, when they offered strange fire before the Lord.

62 And those that were numbered of them were twenty and three thousand, all males from a month old and upward: for they were not numbered among the children of Israel, because there was no inheritance given them among the children of Israel.

63 These are they that were numbered by Moses and Eleazar the priest, who numbered the children of Israel in the plains of Moab by Jordan near Jericho.

64 But among these there was not a man of them whom Moses and Aaron the priest numbered, when they numbered the children of Israel in the wilderness of Sinai.

65 For the Lord had said of them, They shall surely die in the wilderness. And there was not left a man of them, save Caleb the son of Jephunneh, and Joshua the son of Nun.

h.ויהי אחרי המגפה AND IT CAME TO PASS AFTER THE PESTILENCE [THAT THE LORD SPOKE TO MOSES … TAKE THE SUM OF ALL THE CONGREGATION] — A parable! This may be compared to the case of a shepherd amongst whose flock wolves found their way and slew some of them, and he counted them to discover the number of those that were left. — Another explanation: When they left Egypt and were entrusted to Moses' care, they were entrusted to him by number, now when he is close to death and has to hand back his sheep, he hands them back by number (Midrash Tanchuma, Pinchas 4).

h.לבית אבתם [TAKE THE SUM OF THE CONGREGATION] ACCORDING TO THEIR FATHERS’ HOUSE — after their fathers’ tribes shall they reckon their descent, and not after their mothers’ (Bava Batra 109b).

h.וידבר משה ואלעזר הכהן אתם AND MOSES AND ELEAZAR THE PRIEST SPOKE WITH THEM — They spoke with them (אתם; cf. 5:5) regarding this: that the Omnipresent had (given command to count them.

h.לאמר SAYING they said to them (what they said to them was): You must be counted FROM TWENTY YEARS OLD AND UPWARDS.

h.מבן עשרים שנה ומעלה כאשר צוה וגו׳ FROM TWENTY YEARS OLD AND ONWARDS, EVEN AS [THE LORD] HAS COMMANDED [MOSES AND THE CHILDREN OF ISRAEL, WHO CAME FORTH FROM EGYPT] that the counting of them (of those who came out from Egypt) should be from twenty years old and upwards, as it is said. (Exodus 30:14): “Every one that passeth amongst them that are numbered [shall be from twenty years old and upwards]”.

h.משפחת החנכי THE FAMILY OF THE HANOCHITES — Because the heathen nations spoke slightingly of Israel, saying, “How can these trace their descent by their tribes? Do they think that the Egyptians did not overmaster their mothers? If they showed themselves master of their bodies, it is quite certain that they did so over those of their wives!”. On this account the Holy One, blessed be He, set His name upon them: the letter ה on one side of their name and the letter י on the other side (חנכיה), to intimate: I bear testimony for them that they are the sons of their reputed fathers (and not of the Egyptians) (Shir HaShirim Rabbah 4:12). This it is that is expressed by David, (Psalms 122:4) שבטי יה עדות לישראל: “that the tribes bear the name of the Lord (יה) is a testimony regarding Israel” — this Divine Name (יה) bears testimony regarding their tribes (i.e. that they rightly attach themselves to those tribes to which they claim to belong). On this account in the case of all of them it is written החנכי and הפלואי but in the case of ימנה (v. 44) it was not felt necessary to state “of the family of הימני”, because the Divine Name is already attached to it — the י at the beginning and the ה at the end (ימנה) (Yalkut Shimoni on Torah 773).

h.אשר הצו WHO INCITED — i.e., who incited Israel, על משה AGAINST MOSES,

h.בהצתם WHEN THEY INCITED the people AGAINST THE LORD.

h.הצו means they persuaded Israel to strive against Moses — it is a grammatical form denoting “they caused someone to do something“.

h.ויהיו לנס AND THEY BECAME A נס — a sign and a reminder in order that no stranger should bring himself near to raise further dispute concerning the priesthood (cf. Numbers 17:5).

h.ובני קרח לא מתו BUT THE SONS OF KORAH DID NOT DIE — They were in the plot originally, but at the moment when the rebellion broke out they had thoughts of repentance in their hearts; therefore a high spot was fenced round for them in Gehinnom and they stayed there (Sanhedrin 110a).

h.לזרח OF ZERAH — He is identical with Zohar (mentioned in Exodus 6:15 as a son of Simeon), which is an expression equivalent to צהר, shining (a synonym of זרח). However, the family of אהוד (mentioned there) had ceased to exist by now. The same was the case with five families of the tribe of Benjamin, for with ten sons did Benjamin go down to Egypt and here it enumerates only five. Similarly with Ezbon of the tribe of Gad. So you have seven families that had become extinct (cf. Midrash Tanchuma, Pinchas 5). — And I have found in the Talmud Yerushalmi Yoma 1:2 the reason why these seven families were now extinct: that when Aaron died the clouds of glory departed and the Canaanites came to wage war against Israel. These therefore set their hearts on returning to Egypt and turned back eight stages from Mount Hor to Moserah, as it is said, (Deuteronomy 10:6) “And the children of Israel journeyed from Bene Jaakon to Moserah; there Aaron died”. But did he not die at Mount Hor and from Moserah to Mount Hor there were eight stages in a backward direction? But the explanation is that they turned back, and the Levites pursued them to force them to return and slew of them seven families. And besides these, of the sons of Levi there fell four families: the families of Shimei and Uzzieli, and of the three sons of Izhar (Exodus 6:21) only the family of one son, Korah, is enumerated here, v. 58, so that the family of Izhar may be regarded as extinct — making three families missing. And as regards the fourth family I do not know which of those mentioned in 3:21, 27, 33, it was that had become extinct by now (Talmud Yerushalmi Sotah 1:10; Yoma 1:1). But Rabbi Tanchuma (Midrash Tanchuma, Pinchas 5) explained that they (the families not mentioned here) died by the plague in the matter of Balaam. But this can hardly be so, because according to the deficiency that shows itself in the tribe of Simeon in this census, as compared with the first census in the wilderness of Sinai (1:23), it would appear that all the twenty four thousand who died of that plague (Numbers 25:9) must have fallen from the tribe of Simeon.

h.לאזני OF OZNI — I say (cf. Rashi on v. 13) that this is the family of Ezbon, (Genesis 46:16), but I do not know why his family was not called directly by his name.

h.לישוב OF JASHUB — He must be identical with Job (Genesis 46:13) who is mentioned amongst those who went down to Egypt, for all the families were called by the names of those who went down to Egypt. But as for those who were born from that time and onwards their families were not called by their own names, except the families of Ephraim and Manasseh, both of whom wore born in Egypt, and Ard and Naaman, the sons of Bela the son of Benjamin (v. 40). And I have found in the work of R. Moses the Preacher why this was so in the case of the two latter — that their mother went down to Egypt when she was already pregnant with them so that they may be regarded as being among those who went down to Egypt, and on this account they formed separate families, just as Chamul and Chezron who were grandchildren of Judah (v. 21), and Cheber and Malkiel who were Asher’s grandchildren (v. 45). If this is an Agada, well and good; but if not, then I say that Bela had many grandchildren and that from these two, Ard and Naaman, there issued from each a large family, and the offspring of the other sons were called after Bela’s name, but the offspring of these two were called after their name. So, too, I say about the sons of Machir who formed two different families, one called after his name, and one called after the name of Gilead, his son, because it was a very large family. Five families are missing from Benjamin’s sons as stated before: here (i.e., by the fact that five of the families had become extinct) there was fulfilled part of his mother’s prophecy which is alluded to in the fact that she called him Ben Oni (my unfortunate son), (Genesis 35:18), whilst by the incident of the concubine in Gibea (Judges 20:35), the whole of it was fulfilled for practically the entire tribe was exterminated. This I found in the work of R. Moses the Preacher.

h.ואלה בני שותלח וגו׳ AND THESE ARE THE SONS OF SHUTHELAH etc. — As for the other sons of Shuthelah their offspring were called after Shuthelah’s name; but out of Eron there issued a large family which was therefore called after his own name so that the children of Shuthelah were reckoned as two different families (the family of Shuthelah and the family of Eron). — Go and reckon and you will find in this section fifty seven families, and of the sons of Levi eight, so that there are sixty five in all. This is the meaning of what is said, (Deuteronomy 7:7): “For you are the least (המעט) [of all the peoples etc.].” The word המעט may be taken to signify: you are five (ה) less (מעט) than the families of all the nations, who are seventy in number. This, also, I understand from the work of R. Moses the Preacher, only that I have been compelled to omit from or add to his words.

h.לאחירם OF AHIRAM — He is identical with Ehi (אחי) who went down to Egypt (Genesis 46:21), and because he was called after Joseph’s name (Sotah 36b), who was his (Benjamin’s) brother (אח) and greater, (רם) than he, he was also called Achiram.

h.לשפופם OF SHEFUFAM - he was identical with Muppim, but was so called also after Joseph because Joseph became enfeebled (שפוף) through his sufferings among the nations.

h.לשוחם OF SHUHAM — he is identical with Hushim (Genesis 46:23).

h.ושם בת אשר שרח AND THE NAME OF THE DAUGHTER OF ASHER WAS SERAH — Because she still remained alive after all these long years (Sotah 13a) it exceptionally mentions her here (Seder Olam 9).

h.לאלה תחלק הארץ TO THESE THE LAND SHALL BE DIVIDED, and not to any who are now less than twenty years old; even though they become included among those who are twenty before the division of the land, — for they were seven years in conquering it and seven years did they take in dividing it — for no one received a portion in the land except these 601,000 and if one of these had six sons, they received only their father’s portion (cf. Bava Batra 117a).

h.לרב תרבה נחלתו TO THE NUMEROUS THOU SHALT GIVE MORE INHERITANCE — To the tribe that had a numerous population they gave a large portion of land. Although the portions were not of equal area because, as we have now said, in all cases they assigned the portions according to the size of the tribe, yet they did so only by aid of the lot, but the lot fell by the utterance of the Holy Spirit, as is explained in Baba Batra 122a: Eleazar the Priest was clothed with the Urim and Thummim, and spake by the Holy Spirit, “If such-and-such a tribe comes up, such-and-such a territory shall come up with him”. The names of the tribes were written on twelve tablets, and those of twelve districts on twelve tablets. They mixed them in an urn, and the prince of a tribe inserted his hand in it and took out two tablets. There came up in his hand the tablet bearing the name of his tribe and the tablet relating to the district that had been declared by the Urim and Tummim to be intended for it. The lot, itself cried out, saying, “I, the lot, have come up for such-and-such a district for such-and-such a tribe”, as it is said, (v. 56) על פי הגורל by the mouth (utterance) of the lot [shall the possession thereof be divided]” (Midrash Tanchuma, Pinchas 6). The land was not divided by measurement alone because one district is superior to another but it was divided by estimating its fertility: a bad piece of land sufficient to sow a Kor was regarded as the equivalent of a good piece of land sufficient to sow a Seah (the thirtieth part of a Kor) — all depended upon the value of the soil.

h.לשמות מטה אבתם ACCORDING TO THE NAMES OF THE TRIBES OF THEIR FATHERS [THEY SHALL INHERIT] — These (the fathers referred to) were they who came out of Egypt. — Scripture treated this inheritance differently to all other inheritances mentioned in the Torah, for in the case of all other inheritances the living become heirs to the dead, whilst here the dead become heirs to the living. How is this so? Two brothers who were of those who came out of Egypt who had sons at least twenty years old amongst those who came into the Land, one son to this and three to that, the one son took one portion, and the three took three portions, for it is said, (v. 53) “To these (enumerated in the census taken immediately before they entered Palestine) shall the land be divided”. Their inheritance (that of these four) returns to (is regarded as having belonged to) their fathers’ father, and they (the two brothers who have four sons between them), divide equally. This is what is stated, “according to the names of the tribes of their fathers they shall inherit” — that after the sons have received they divide it according to the fathers who came out of Egypt. If, however, they had straightway divided it according to the number of those who came out of Egypt these four would have taken only two portions, whilst now they take four portions (Bava Batra 117a; Sifrei Bamidbar 132:1).

h.אך בגורל — Joshua and Caleb are excepted from this method of division (since אך is a limiting term) and so indeed it states, (Judges 1:20) “And they gave Hebron to Caleb as Moses had said” (cf. Rashi on Numbers XlV. 24), and it further states, (Joshua 19:50) “According to the command of the Lord they gave him (Joshua) the city which he had asked” (Sifrei Bamidbar 132:3).

h.מטות אבתם THE TRIBES OF THEIR FATHERS — Consequently proselytes and slaves were excepted (Sifrei Bamidbar 132:4).

h.על פי הגורל ACCORDING TO (more lit., by the mouth of) THE LOT [SHALL THE POSSESSION BE DIVIDED] — The lot itself spoke as I have already explained; this tells us that the division took place by the Holy Spirit (Midrash Tanchuma, Pinchas 6).

h.אלה משפחת לוי THESE ARE THE FAMILIES OF LEVI — there are missing here the families of Shimei and Uzziel and part of that of Jizhar (cf. Exodus 6:16 ff. and Rashi on v. 13).

h.אשר ילדה אתה ללוי במצרים WHOM HER MOTHER BORE TO LEVI IN EGYPT — she was born in Egypt but was not conceived in Egypt; when they came “between the walls” (within the confines of Egypt), she gave birth to her, and she (Jochebed) made up the number of seventy; because in the enumeration of them (Genesis 46:8—27) you will find only sixty-nine (Numbers Rabbah 13:20; cf. Rashi Genesis 46:15).

h.כי לא התפקדו בתוך בני ישראל FOR THEY WERE NOT NUMBERED AMONGST THE CHILDREN OF ISRAEL, that they should also be numbered from twenty years old and upwards. What was the reason that they were not numbered from twenty years old? כי לא נתן להם נחלה BECAUSE NO INHERITANCE WAS TO BE GIVEN THEM, while those who were counted from twenty years old were persons who were recipients of an inheritance, as it is said, (v. 54) “to everyone shall his inheritance be given according to those that were numbered of them”, (consequently the Levites had to form a different group for the census).

h.ובאלה לא היה איש וגו׳ BUT AMONG THESE THERE WAS NO MAN [OF THEM WHOM MOSES AND AARON NUMBERED] — no man; but the decree consequent upon the incident of the spies had not been enacted upon the women, because they held the Promised Land dear. The men had said, (Numbers 14:4) “Let us appoint a chief and return to Egypt”, while the women said, (Numbers 27:4) “Give us a possession in the Land”. On this account, too, the chapter regarding the daughters of Zelophehad follows immediately here (Sifrei Bamidbar 133:1).