Observe here, 1. That Moses did not number the people but when God commanded him. David in his time did it without a command, and paid dearly for it. God was Israel's king, and he would not have this act of authority done but by his express orders. Moses, perhaps, by this time, had heard of the blessing with which Balaam was constrained, sorely against his will, to bless Israel, and particularly the notice he took of their numbers; and he was sufficiently pleased with that general testimony borne to this instance of their strength and honour by an adversary, though he knew not their numbers exactly, till God now appointed him to take the sum of them. 2. Eleazar was joined in commission with him, as Aaron had been before, by which God honoured Eleazar before the elders of his people, and confirmed his succession. 3. It was presently after the plague that this account was ordered to be taken, to show that though God had in justice contended with them by that sweeping pestilence, yet he had not made a full end, nor would he utterly cast them off. God's Israel shall not be ruined, though it be severely rebuked. 4. They were now to go by the same rule that they had gone by in the former numbering, counting those only that were able to go forth to war, for this was the service now before them.

And Moses and Eleazar the priest spake with them,.... With the children of Israel, with the heads of them, their chief and principal, to assist in taking the number of the people; as when they were numbered thirty years ago, when a prince out of each tribe was taken to be with Aaron and Moses in doing that business; but those princes were now all dead, and another race succeeded, who were now employed in this service; so the Targum of Jonathan says, they spoke with the rulers, and ordered them to number them:

in the plains of Moab, by Jordan, near Jericho: or of Jericho, as the same Targum, on the other side of Jordan to that on which Jericho stood; for as yet the children of Israel had not passed that river, nor entered into the land of Canaan, in which Jericho was, but they were now opposite it; See Gill on Num 22:1,

saying; as follows.

Take the sum of all the congregation--The design of this new census, after a lapse of thirty-eight years, was primarily to establish the vast multiplication of the posterity of Abraham in spite of the severe judgments inflicted upon them; secondarily, it was to preserve the distinction of families and to make arrangements, preparatory to an entrance into the promised land, for the distribution of the country according to the relative population of the tribes.