Verse 1. In the wilderness - Where now they had been a full year or near it, as may be gathered by comparing this place with Exod. xix, 1; xl, 17.

Verse 2. Take the sum - This is not the same muster with that Exod. xxxviii, 26, as plainly appears, because that was before the building of the tabernacle, which was built and set up on the first day of the first month, Exod. xl, 2, but this was after it, on the first day of the second month. And they were for different ends; that was to tax them for the charges of the tabernacle; but this was for other ends, partly that the great number of the people might be known to the praise of God's faithfulness, in making good his promises of multiplying them, and to their own encouragement: partly for the better ordering their camp and march, for they were now beginning their journey; and partly that this account might he compared with the other in the close of the book, where we read that not one of all this vast number, except Caleb and Joshua were left alive; a fair warning to all future generations to take heed of rebelling against the Lord. It is true, the sums and numbers agree in this and that computation, which is not strange, because there was not much time between the two numberings, and no eminent sin among the people in that interval, whereby God was provoked to diminish their numbers. Some conceive that in that number, Exod. xxx, 11-16 and xxxviii, 25, 26, the Levites were included, which are here excepted, ver. 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, ver. xxvi, 5, these great families into lesser families called the houses of their fathers, because they were distinguished one from another by their fathers.

Verse 5. 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.

Verse 12. Deuel - Called Reuel, chap. iii, 14, the Hebrew letters Daleth and Resh being often changed.

Verse 19. He numbered them - For ought that appears in one day.

Verse 20. 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.

Verse 27. Threescore and fourteen thousand - Far more than any other tribe, in accomplishing Jacob's prophecy, Gen. xlix, 8-12.

Verse 33. ephraim - Above 8000 more than Manasseh, towards the accomplishment of that promise, Gen. xlviii, 20, which the devil in vain attempted to defeat by stirring up the men of Gath against them, 1Chr vii, 21, 22.

Verse 37. Thirty five thousand - The smallest number, except one, though Benjamin had more immediate children than any of his brethren, Gen. xlvi, 21, whereas Daniel had but one immediate son, Gen. xlvi, 23, yet now his number is the biggest but one of all the tribes, and is almost double to that of Benjamin. Such great and strange changes God easily can, and frequently doth make in families, 1 Sam. ii, 5. And therefore let none boast or please themselves too much in their numerous offspring.

Verse 49. Levi - Because they were not generally to go out to war, which was the thing principally eyed in this muster, ver. 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.

Verse 50. The tabernacle of testimony - So called here, and Exod. xxxviii, 21, because it was made chiefly for the sake of the ark of the testimony, which is often called the testimony.

Verse 51. That cometh nigh - The stranger elsewhere is one of another nation, here one of another tribe. So as to do the offices mentioned, ver. 50.