1 And in the eighteenth year, the two and twentieth day of the first month, there was talk in the house of Nebuchadnezzar king of the Assyrians, that he should be avenged on all the land, even as he spoke. 2 And he called together all his servants, and all his great men, and communicated with them his secret counsel, and concluded the afflicting of all the land out of his own mouth. 3 And they decreed to destroy all flesh which followed not the word of his mouth. 4 And it came to pass, when he had ended his counsel, Nebuchadnezzar king of the Assyrians called Holofernes the chief captain of his host, which was next after himself, and said to him,

5 Thus says the great king, the lord of all the earth, Behold, you shall go forth from my presence, and take with you men that trust in their strength, to a hundred and twenty thousand footmen; and the number of horses with their riders twelve thousand: 6 and you shall go forth against all the west country, because they disobeyed the commandment of my mouth. 7 And you shall declare to them, that they prepare earth and water; because I will go forth in my wrath against them, and will cover the whole face of the earth with the feet of my host, and I will give them for a spoil to them: 8 and their slain shall fill their valleys and brooks, and the river shall be filled with their dead, till it overflow: 9 and I will lead them captives to the utmost parts of all the earth. 10 But you shall go forth, and take beforehand for me all their coasts; and * Gr. they shall yield...and you shall reserve. if they shall yield themselves to you, then shall you reserve them for me till the day of their reproof. 11 But as for them that are disobedient, your eye shall not spare; but you shall give them up to be slain and to be spoiled in all your land. 12 For as I live, and by the power of my kingdom, I have spoken, and I will do this with my hand. 13 And you, moreover, shall not transgress anything of the commandments of your lord, but you shall surely accomplish them, as I have commanded you, and you shall not defer to do them.

14 And Holofernes went forth from the presence of his lord, and called all the governors and the captains and officers of the host of Asshur; 15 and he counted chosen men for the battle, as his lord had commanded him, to a hundred and twenty thousand, and twelve thousand archers on horseback; 16 and he ranged them, as a great multitude is ordered for the war. 17 And he took camels and asses and mules for their baggage, an exceeding great multitude; and sheep and oxen and goats without number for their provision; 18 and great store of victual for every man, and exceeding much gold and silver out of the king’s house. 19 And he went forth, he and all his host, on their journey, to go before king Nebuchadnezzar, and to cover all the face of the earth westward with their chariots and horsemen and chosen footmen. 20 And a great company of sundry nations went forth with them like locusts, and like the sand of the earth: for they could not be counted by reason of their multitude.

21 And they departed out of Nineveh three days’ journey toward the plain of Bectileth, and encamped from Bectileth near the mountain which is at the left hand of the upper Cilicia. 22 And he took all his host, his footmen and horsemen and chariots, and went away from thence into the hill country, 23 and destroyed Put and Lud, and spoiled all the children of Rasses, and the children of Ishmael, which were over against the wilderness to the south of the land of the Chellians. 24 And he went over Euphrates, and went through Mesopotamia, and brake down all the high cities that were upon the river Arbonai, until you come to the sea. 25 And he took possession of the borders of Cilicia, and killed all that resisted him, and came to the borders of Japheth, which were toward the south, over against Arabia. 26 And he compassed about all the children of Midian, and set on fire their tents, and spoiled their sheepcotes. 27 And he went down into the plain of Damascus in the days of wheat harvest, and set on fire all their fields, and utterly destroyed their flocks and herds, and spoiled their cities, and laid their plains waste, and struck all their young men with the edge of the sword.

28 And the fear and the dread of him fell upon them that lived on the sea coast, upon them that were in Sidon and Tyre, and them that lived in Sur and Ocina, and all that lived in Jemnaan; and they that lived in Azotus and Ascalon feared him exceedingly.