This is compared to a shepherd … Another interpretation: When they left. Rashi is answering the question: How was the count related to the plague? [He answers] by bringing the parable. However, there is a difficulty according to the other interpretation that Rashi brings: How does this answer Rashi’s question? The answer is that previously it is written “Antagonize the Midianites and kill them…” while in Parshas Matos (31:2) it is written “Take revenge for Bnei Yisroel against the Midianites, afterward, you shall be gathered to your people [i.e. die].” From there one sees that the death of Moshe was related to the war with Midian [which was itself related to the plague], and this was why the count of Yisroel was juxtaposed to the war with Midian. The other interpretation is necessary because according to the first reason there is the difficulty that he should have merely counted those who died in the plague, and then he would have automatically known how many were left. Therefore Rashi brings the second interpretation. However, according to this second interpretation there is the difficulty that in the end, the time for Moshe’s death had not yet come, therefore he also brings the first reason.

Their relationship follows the paternal tribe, rather than the maternal. Regarding families [if both parents were from the same tribe] there is no difference between following the father or following the mother, since they were all from the same tribe, even if there were many families in [that] one tribe. However, concerning the tribes there is a difference if the mother was from another tribe [and here he wanted to determine the number of each tribe].

They spoke with them concerning this; that the Omnipresent had commanded to count them. Rashi means to say that the word אתם ["them"] refers to the words that they spoke to Israel, in order to exclude [the alternative], so that you should not understand it like אתם ["with them", meaning] that they spoke with Bnei Yisroel.

You must be counted… For the word “saying” does not refer to “Moshe and Elozor … spoke.” Rather, it refers to that which came afterwards, namely, “From twenty years of age and above…” Thus the verse is saying as follows: “Moshe and Elozor the kohein spoke of them,” meaning these words, “on the plains of Moav, by the Yardein near Yericho.” And what were these words that they said? “Saying from twenty years and above…” This is what they spoke to them about.

As it is said “everyone passing by to be counted, etc.” You might ask: Why does Rashi bring the verse that is stated in Parshas Ki Sisa, rather than bring the verse that is written here, as it says “count…from twenty years of age…” (v. 2)? The answer is that Rashi is answering [another] question: “As [Hashem] commanded” implies that he had already commanded them, and that Yisroel already were aware of this. However they did not know about this command until Moshe told it to them. Rashi had another difficulty: Why it is written, “Bnei Yisroel who had left Egypt”? It should have merely written “Bnei Yisroel” and no more! Thus Rashi was obliged to explain [differently] and to bring the verse stated in Ki Sisa, for that command was only said to those who left Egypt. You might ask [further]: Nonetheless, he should have brought the verse stated in Parshas Bamidbar (1:3). The answer is that the count mentioned in Parshas Bamidbar was only a temporary measure on the day that the Mishkon was erected, but it was not [to apply] for future generations. However the count mentioned in Ki Sisa was also said for future generations, for [the command], “When you count…” implies that whenever you count them, only count those from twenty years of age.

The ה' on one side and the י' on the other. You might ask: Surely regarding gentiles the Torah also writes in this manner, as it is written וירד העמלקי והכנעני ["the Amalekite and the Canaanite descended"] (Bamidbar 14:45). The answer is that if had written, “The descendants of Reuvein are: the Chanochite family” without adding “from Chanoch” there would have been no difficulty, just as [the Torah writes] regarding the Amalekite. However, now that it is written, “The descendants of Reuvein are: from Chanoch, the Chanochite family” there is a difficulty as to why the Torah [also] placed the ה' on the one side and the י' on the other?

Israel. The words הצו ["incited"] and בהצותם ["when they incited"] are from the causative [הפעיל] conjugation which would refer to someone else, thus they require an object. Consequently, Rashi was obliged to explain the object of the incitement was the people. Re’m writes: I do not know why Rashi switched the objects, and said that one was Yisroel and the other was the people. Why were they not both the same? [He answers:] Perhaps the answer is that because the verse repeats itself with different terms, the words הצו ["incited"] and בהצותם ["when they incited"]. Rashi said [that it must mean], “[Who] incited Yisroel”…“when they incited the people,” or possibly the reverse.

A symbol and a reminder. That is to say that the term נס ["banner"] has the connotation of something high [which is visible to all], similar to כנס על הגבעה ["like a banner on top of the hill"] (Yeshayahu 30:17), and כנשוא נס הרים ["a banner raised over the mountains"] (Yeshayahu 18:3).

They repented in their hearts. Rashi wishes to answer the question: How could they not have died? For surely it is written (Bamidbar 16:32), “All the people belonging to Korach” meaning that his sons were also swallowed up by the earth.

An elevated area was secured for them in gehinom. [נתבצר "secured"] is an expression of ערי מבצר ["fortified cities"] (Bamidbar 32:36). That is to say that Hashem arranged an elevated place for them, such that they would not descend too far into gehinom, and thus they did not die.

However the family of Ohad became extinct. Rashi wishes to answer the question: Surely here the Torah only mentions those who came down to Egypt, who were counted in Parshas Vayigash (Bereishis 46:8-24). There it writes, “And the sons of Shimon were: Yemuel, Yamin, Ohad, Yachin, Tzochar and Shaul son of the Canaanite.” However, here it counts Zerach who was not counted there. Furthermore Ohad is not counted here. Rashi explains that Zerach who was counted here is Tzochar, and that “Tzochar” is [a word] meaning "tzohar” ["illumination"]. [This is possible] because hei and ches are [sometimes] interchangeable. Also “Zerach” [is a word which] has the connotation of light. However, the family of Ohad became extinct.

Also Etzbon of Gad… You might ask: Surely Rashi himself comments later regarding Ozni (v. 16) “I say that this was the family of Etzbon”. The answer is that his explanation here is according to the teaching that seven families became extinct, however Rashi himself does not agree to this. [There is another difficulty] according to Rashi’s explanation later (v. 24) that only those who went down to Egypt are referred to as “families,” for Ozni was not one of those who went down to Egypt. Thus why was he mentioned? One cannot say that Ozni refers to Etzbon since there is no commonality between [the names] Ozni and Etzbon. Rather, one must say that when Rashi explains, “Also Etzbon of Gad” this is according to the teaching in the Yerushalmi that there were seven families missing. And Rashi also disagrees with the teaching in the Yerushalmi that only those who went down to Egypt are referred to as families. With this we can answer the inquiry of Re’m who writes: “However there is a difficulty, for surely Rashi himself writes later that all the families were named after those who went down to Egypt, but those who were born from then on were not referred to by their own names. If this is so, how could the Torah count Ozni, for he was not one of those who came to Egypt? The matter requires investigation.” There are those who explain that, “Also Etzbon from Gad” means that one should not be surprised at the change of Zerach’s name, given that Etzbon of Gad from the tribe of Gad also had his name changed. [You might ask:] Rashi writes, “So there are seven families,” however accordingly there are only six. The answer is that when Rashi says, “So there are seven” this refers to the family of Yishvah, one of the sons of Asher. For here the Torah only counts Yishvi while in Parshas Vayigash it writes (Bereishis 46:17) “Yishvah and Yishvi.” This was what Rashi meant when he said “seven families.”

And from Moserah to Mount Hor there are eight journeys. You might ask: Surely above in Parshas Chukas (21:4) Rashi explained that there were seven journeys. The answer is that above he was considering those from Mount Hor and onwards, not including Mount Hor.

Of the sons of Yitzhar, none are counted here except for the Korachite family. Meaning that Yitzhar had three sons, Korach and Nefeg and Zichri, but here it only counts the Korachite family while Nefeg and Zichri became extinct. Now, since the majority of the family became extinct [it was considered as if] the entire family became extinct, and it emerges that three of the Levite families fell, the Shimites, Ezrielites and Yitzrites.

I do not know the identity of the fourth. There are those who raise the difficulty: Perhaps the four missing families are the Shimite and Ezrielite [families], and the Nefegite and Zichrite [families] who are the sons of Yitzhar. For the Torah has only counted the Korachite family from among the sons of Yitzhar.

That they died in the plague at the affair of Bil’am. Meaning that this specifically refers to the seven families, however one should not say that the Levites were also [killed] in the plague at the incident of Bil’am, for we do not find that the Levites sinned there.

As compared with the first counting at the Sinai desert. For at the Sinai desert they numbered fifty-nine thousand three hundred, while here only twenty-two thousand two hundred were counted. Thus it emerges that thirty-seven thousand one hundred were missing.

Fell from the tribe of Shimon. That is to say that the twenty-four thousand [people] who died in the plague at the affair of Bil’am, all fell from the tribe of Shimon. [This is understandable] because we find that from among the tribes, the tribe of Shimon sinned the most, for the leader of Shimon’s tribe had sinned.

I say that this was the family of Etzbon. Meaning that Ozni who is counted here was not counted among those who came down to Egypt, therefore it appears to me that he is Etzbon, “but I do not know…” You might ask: Surely above Rashi explained, “And similarly Etzbon of Gad [became extinct]” I have already explained this above (v. 13).

This is Yov… In Parshas Vayigash (Bereishis 46:13). Rashi explains in Divrei Hayomim I (7:1) that he was [really] called Yov, but since they settled down to learn Torah, as it is written (ibid. v.12), “From the sons of Yissachar there were those who had understanding of the times” he merited to be called “Yashuv” (lit. "settled").

And Ard and Na’aman, the sons of Bela, the son of Binyamin. That is to say that they too were born in Egypt. (Nachalas Yaakov) This raises a difficulty, for if so Yaakov came down to Egypt with seventy-two souls, given that she was pregnant with them, just as Yocheved is considered part of the count of seventy souls for the same reason. One answer is that Yocheved was different because she was born at the entrance to Egypt, inside its walls, while they may have been born after being several months in Egypt. Another answer is that the tribe of Levi is different because they are counted from the age of one month. See there for more detail.

That their mother went down to Egypt. Meaning that he gives the reason why the families of Ard and Na’aman, grandsons of Binyamin were counted, even though they were not from those who went down to Egypt.

They were therefore divided into separate families… This is what he was saying: Do not ask how it is possible that grandchildren [of Binyamin] are considered as separate families, for the explanation is that it is like Chetzron and Chamul…

If this is from the Aggadah, fine, but if not… Meaning that if R’ Moshe Hadarshan found this reason in the Aggadah then fine, and I am not permitted to disagree with him. “But if not, then I say…” meaning that if he was saying this based on his own reasoning, then I too, am offering another reason that is my own.

[From Ard and Na’aman] respectively, large families emanated. Meaning: Ard and Na’aman were counted as families solely because of their large numbers, given that each of them bore many children. Consequently, it was fitting for each of them to be called a family, even though they were not from those who went down to Egypt. [Rashi made this comment] because one could err, [saying] that since Ard and Na’aman were termed families due to their numerous children, their father Bela should not have been termed a family in his own right, just as Yosef was not termed a tribe in of itself, since it had already been divided into the tribes of Efraim and Menashe. [This is not a difficulty] according to R’ Moshe Hadarshan who considers a fetus like a [born] child, for accordingly a father and a child could be counted as two, like Peretz and his sons, since both were among those who went down to Egypt. However, according to Rashi’s explanation there is a difficulty. Therefore he was obliged to say that Bela had many children aside from Ard and Na’aman and they were called by his name, which was not the case for Yosef. Re’m.

Five families are missing from the sons of Binyamin. This explanation is also from the commentary of R’ Moshe Hadarshan, therefore Rashi brings it before the comment (v. 36), “These are the sons of Shuselach” [even though Binyamin is not mentioned until v. 38].

The other sons of Shuselach… This is Rashi’s own language. He wishes to explain why a family was called after a grandchild [of one of the tribes] as explained above.

Being humbled among the nations. שפוף ["humble"] has the connotation of hovering [just above the ground].

Even if they reached twenty before the apportioning of the land. Meaning [the verse implies that] you shall apportion the land “among these” 601,730 mentioned above who came to the land of Israel, in accordance with the view of Rabbi Yonasan (Bava Basra 117a). However, [there is a difficulty that] the verse did not need to mention this, given that we would know it from [the verse], “The land shall be apportioned as an inheritance according to the number of names” which comes afterwards, teaching that the land was apportioned to those mentioned above. Thus, what does the Torah mean to teach [by saying] “among these” which implies an exclusion, [i.e.] among these, but not among others. [Rashi answers:] The exclusion is that [the division] was specifically “among these” who were twenty years of age and above, but not others [even if they reached twenty before the apportioning of the land]. Re’m.

They gave a larger portion. Although it was distributed [to the people] in equal portions, nonetheless the land was divided into twelve unequal areas. [This was possible because] the division was miraculous, the lots of each member of the tribe joining together in order to facilitate this. Similarly, it was miraculous in that the lot denoting a large portion of the land did not come out for a tribe with a small population. (See Mizrochi and Gemara Bava Basra).

Scripture deviates with this inheritance… Rashi wishes to answer the question: Surely above it is written (v. 53), “The land shall be apportioned among these” which implied those who are entering the land of Israel. But here it implies [that it was divided among] those who left Egypt.

But here the dead inherit the living. It appears that the reason is because anything good that emanates from the mouth of Hashem is not retracted. Here Hashem had promised to give the land of Israel to those who left Egypt, but they all died in the desert. Therefore, Hashem commanded that the inheritance should be returned to those who left Egypt and that they would bequeath it to their children. With this we may also answer [the difficulty with] what was stated in Parshas Va’eira (Shemos 6:8), “I shall give it to you as a bequeathal מורשה” but the Torah did not write “I shall give it to you as an inheritance ירושה.” Rather, [we see] it was a hint that they would not enter and inherit the land of Israel; only they would bequeath it to their children after them.

Had sons who entered the land. Meaning: They had sons of twenty years of age who were thus fit to inherit.

To their grandfather, and they then shared everything equally. Meaning to the father of the two brothers who had already died; from here one sees that the dead “inherit” the living. Subsequently they would divide it equally among the two brothers, since it was [considered] the bequeathal of their father, and afterwards the single son would inherit the same amount as the three. Rashi says “to their grandfather” rather than “to their father” because if their inheritance only reverted to their fathers, who were from twenty years of age and above when they left Egypt, why would it be divided equally when each of those who came to the land of Israel returned it to his father. Surely each one would bequeath it back to his children, and not to his brothers’ children. (See Gemara Bava Basra and Mizrochi).

This excludes Yehoshua and Kalev. Meaning that אך ["only"] comes to exclude [something], implying that it was not divided by lottery. Yet surely the Torah writes, “By word of the lottery” (v. 56). Rather, “This excludes Yehoshua and Kalev…” Rashi reverses the order here, first commenting on “By word of the lottery.” [The reason] appears to be that one might have said “Only by lot” was merely to indicate that everything was done miraculously, as he explains concerning “By word of the lottery.” However, after Rashi had explained concerning “By word of the lottery” that it was “By Divine Inspiration,” there is a difficulty as to what is meant by “only.” Consequently, he explains that “This excludes Yehoshua and Kalev…” R. Yaakov Triosh.

The lots spoke… For if not so, why does it say, “By word of the lottery”? Surely the Torah had written, “Only by lot shall [the land] be divided…” (v. 55). Rather, it was to teach that it was through Divine Inspiration, meaning that at the moment when the lots came out a voice would emanate with the lot saying, “I am the lot of the area of Acco, and I have come up for such and such a tribe.” Rashi needed to say this, otherwise [one may ask]: Given that they divided [the land] according to the largeness or smallness of the tribe, why then was it divided by lots? Perhaps a tribe with a large population would draw a small portion. Consequently, he explains that the lottery was by Divine Inspiration.

Her birth was in Egypt. Meaning, the verse is abbreviated and does not explain who bore her, thus one must say that his wife bore her. Then there is the difficulty as to why does it say “in Egypt”? So Rashi was obliged to explain that her birth was in Egypt, but not her conception. This would only have been possible if she was born between the walls [upon entering Egypt].

To have been counted from the age of twenty. Rashi wishes to answer the question: It is written, “They were not counted among Bnei Yisroel.” Yet they were counted! He answers that they were not counted from the age of twenty years like Yisroel, rather from the age of one.

Since no inheritance was given to them. Re’m writes: The matter requires investigation. Surely above in Parshas Bamidbar (1:49) it is written “However, the tribe of Levi [you shall not count]…” and there Rashi gives two reasons: One is that “The King’s Legion is worthy [of being counted separately],” and another is that “The Holy One, Blessed Is He, foresaw with His Holy Spirit that a decree would arise [against all those who were counted]…” [However, we may ask] what is Rashi’s source for those two reasons? Surely here the Torah writes the reason why they were not counted among Bnei Yisroel. Perhaps the answer is that the reason given by the Torah is to explain why they were counted from the age of one month and above and not from the age of twenty years and above, as it is written, “From one month and older; they were not counted among Bnei Yisroel” [meaning that they were not counted] from age of twenty and older. However, the reason said by the Rabbis was to explain why they were not counted among Bnei Yisroel, rather than why each one was counted separately. Accordingly, the verse [in Bamidbar] was necessary to instruct one not to count the tribe of Levi among the tribes of Yisroel. However I do not know how it would be possible to count them together, since one was [counted] from the age of one month and older, and the other from the age of twenty years and older. Thus the matter requires investigation. It appears to me that the Rabbis were answering the question: The count of Bnei Yisroel was not in the order of birth [of the progenitors of each tribe], rather in order of their banners. Therefore, the Torah should have counted the tribe of Levi after [counting the tribes under] the [first] two banners to travel. So why were they counted separately? For this Rashi gives two reasons.

However, against the women. Rashi wishes to answer the question: Why did the Torah write “[no] man”? It should have said “no one was left.”

While the women said “give us possession.” Meaning: They were also among those who cherished the land. They said [the daughters of Tzelofchad], “Give us a possession among our father’s brothers” (27:4).