And the LORD spake unto Moses in the wilderness of Sinai, in the tabernacle of the congregation, on the first day of the second month, in the second year after they were come out of the land of Egypt, saying,
In the wilderness — Where now they had been a full year or near it, as may be gathered by comparing this place with 40:17.
 Take ye the sum of all the congregation of the children of Israel, after their families, by the house of their fathers, with the number of their names, every male by their polls;
Take the sum — This is not the same muster with that Numbers 1:47, and that in that interval of time, there were grown up as many more men of those years as there were Levites of the same age.
Israel — So the strangers mixed with them, were not numbered.
Their fathers — The people were divided into twelve tribes, the tribes into great families, Numbers 26:5, these great families into lesser families called the houses of their fathers, because they were distinguished one from another by their fathers.
 And these are the names of the men that shall stand with you: of the tribe of Reuben; Elizur the son of Shedeur.
Reuben — The tribes are here numbered according to the order or quality of their birth, first the children of Leah, then of Rachel, and then of the handmaids.
 Of Dan; Ahiezer the son of Ammishaddai.
Deuel — Called Reuel, Numbers 3:14, the Hebrew letters Daleth and Resh being often changed.
 As the LORD commanded Moses, so he numbered them in the wilderness of Sinai.
He numbered them — For ought that appears in one day.
 And the children of Reuben, Israel's eldest son, by their generations, after their families, by the house of their fathers, according to the number of the names, by their polls, every male from twenty years old and upward, all that were able to go forth to war;
By their generations — That is, the persons begotten of Reuben's immediate children, who are here subdivided into families, and they into houses, and they into particular persons.
 Those that were numbered of them, even of the tribe of Judah, were threescore and fourteen thousand and six hundred.
Threescore and fourteen thousand — Far more than any other tribe, in accomplishing Jacob's prophecy, Genesis 49:8-12.
 Those that were numbered of them, even of the tribe of Ephraim, were forty thousand and five hundred.
Ephraim — Above 8000 more than Manasseh, towards the accomplishment of that promise, 1 Chronicles 7:21,22.
 Those that were numbered of them, even of the tribe of Benjamin, were thirty and five thousand and four hundred.
Thirty five thousand — The smallest number, except one, though Benjamin had more immediate children than any of his brethren, 1 Samuel 2:5. And therefore let none boast or please themselves too much in their numerous offspring.
 Only thou shalt not number the tribe of Levi, neither take the sum of them among the children of Israel:
Levi — Because they were not generally to go out to war, which was the thing principally eyed in this muster, Numbers 1:3,20,45, but were to attend upon the service of the tabernacle. They that minister upon holy things, should not entangle themselves in secular affairs. The ministry itself is work enough for a whole man, and all little enough to be employed in it.
 But thou shalt appoint the Levites over the tabernacle of testimony, and over all the vessels thereof, and over all things that belong to it: they shall bear the tabernacle, and all the vessels thereof; and they shall minister unto it, and shall encamp round about the tabernacle.
The tabernacle of testimony — So called here, and Exodus 38:21, because it was made chiefly for the sake of the ark of the testimony, which is often called the testimony.
 And when the tabernacle setteth forward, the Levites shall take it down: and when the tabernacle is to be pitched, the Levites shall set it up: and the stranger that cometh nigh shall be put to death.
That cometh nigh — The stranger elsewhere is one of another nation, here one of another tribe. So as to do the offices mentioned, Numbers 1:50.
 But the Levites shall pitch round about the tabernacle of testimony, that there be no wrath upon the congregation of the children of Israel: and the Levites shall keep the charge of the tabernacle of testimony.
No wrath — From God, who is very tender of his worship, and will not suffer the profaners of it go unpunished! whose wrath is called simply wrath by way of eminency, as the most terrible kind of wrath.