Behaalotecha, Beha’alotecha, Beha’alothekha, or Behaaloscha (בהעלותךHebrew for "when you set up,” the 11th word, and the first distinctive word, in the parshah) is the 36th weekly Torah portion (parshah) in the annual Jewish cycle of Torah reading and the third in the book of Numbers. It constitutes Numbers 8:1–12:16. Jews in the Diaspora generally read it in late May or in June.
The parshah tells of the lampstand in the Tabernacle, the consecration of the Levites, the Second Passover, how a cloud and fire led the Israelites, the silver trumpets, how the Israelites set out on their journeys, complaining by the Israelites, and how Miriam and Aaron questioned Moses.

the lampstand, or menorah

God told Moses to tell Aaron to mount the seven lamps so as to give light to the front of the lampstand in the Tabernacle, and Aaron did so. (Num. 8:1–3.)

God told Moses to cleanse the Levites by sprinkling on them water of purification, and making them shave their whole bodies and wash their clothes. (Num. 8:5–7.) Moses was to assemble the Israelites around the Levites and cause the Israelites to lay their hands upon the Levites. (Num. 8:9–10.) Aaron was to designate the Levites as an elevation offering from the Israelites. (Num. 8:11.) The Levites were then to lay their hands in turn upon the heads of two bulls, one as a sin offering and the other as a burnt offering, to make expiation for the Levites. (Num. 8:12.) Thereafter, the Levites were qualified for the service of the Tent of Meeting, in place of the firstborn of the Israelites. (Num. 8:15–16.) God told Moses that Levites aged 25 to 50 were to work in the service of the Tent of Meeting, but after age 50 they were to retire and could stand guard but not perform labor. (Num. 8:23–26.)

At the beginning of the second year following the Exodus from Egypt, God told Moses to have the Israelites celebrate Passover at its set time. (Num. 9:1–3.) But some men were unclean because they had had contact with a corpse and could not offer the Passover sacrifice on the set day. (Num. 9:6.) They asked Moses and Aaron how they could participate in Passover, and Moses told them to stand by while he listened for God’s instructions. (Num. 9:7–8.) God told Moses that whenever Israelites were defiled by a corpse or on a long journey on Passover, they were to offer the Passover offering on the 14th day of the second month — a month after Passover — otherwise in strict accord with the law of the Passover sacrifice. (Num. 9:9–12.) But if a man who was clean and not on a journey refrained from offering the Passover sacrifice, he was to be cut off from his kin. (Num. 9:13.)


Starting the day that the Tabernacle was set up, a cloud covered the Tabernacle by day, and a fire rested on it by night. (Num. 9:15–16.) Whenever the cloud lifted from the Tent, the Israelites would follow it until the cloud settled, and there the Israelites would make camp and stay as long as the cloud lingered. (Num. 9:17–23.)

God told Moses to have two silver trumpets made to summon the community and to set it in motion. (Num. 10:1–2.) Upon long blasts of the two horns, the whole community was to assemble before the entrance of the Tent of Meeting. (Num. 10:3.) Upon the blast of one, the chieftains were to assemble. (Num. 10:4.) Short blasts directed the divisions encamped on the east to move forward, and a second set of short blasts directed those on the south to move forward. (Num. 10:5–6.) As well, short blasts were to be sounded when the Israelites were at war against an aggressor who attacked them, and the trumpets were to be sounded on joyous occasions, festivals, new moons, burnt offerings, and sacrifices of well-being. (Num. 10:9–10.)

In the second month of the second year, the cloud lifted from the Tabernacle and the Israelites set out on their journeys from the wilderness of Sinai to the wilderness of Paran. (Num. 10:11–12.) Moses asked his father-in-law (here called Hobab son of Reuel the Midianite) to come with the Israelites, promising to be generous with him, but he replied that he would return to his native land. (Num. 10:29–30.) Moses pressed him again, noting that he could serve as the Israelites’ guide. (Num. 10:31–32.)
They marched three days distance from Mount Sinai, with the Ark of the Covenant in front of them, and God’s cloud above them by day. (Num. 10:33–34.) When the Ark was to set out, Moses would say: “Advance, O Lord! May Your enemies be scattered, and may Your foes flee before You!” (Num. 10:35.) And when it halted, he would say: “Return, O Lord, You who are Israel’s myriads of thousands!” (Num. 10:36.)

The people took to complaining bitterly before God, and God ravaging the outskirts of the camp with fire until Moses prayed to God, and then the fire died down. (Num. 11:1–2.)


The riffraff in their midst (Hebrew “asafsuf” — compare the “mixed multitude,” Hebrew “erev rav” of Ex. 12:38) felt a gluttonous craving and the Israelites complained, “If only we had meat to eat! (Num. 11:4.) Moses in turn complained to God, “Why have You . . . laid the burden of all this people upon me? (Num. 11:11.) God told Moses to gather 70 elders, so that God could come down and put some of the spirit that rested on Moses upon them, so that they might share the burden of the people. (Num. 11:16–17.) And God told Moses to tell the people to purify themselves, for the next day they would eat meat. (Num. 11:18.) But Moses questioned how enough flocks, herds, or fish could be found to feed 600,000. (Num. 11:21–22.) God answered: “Is there a limit to the Lord’s power?” (Num. 11:23.)
Moses gathered the 70 elders, and God came down in a cloud, spoke to Moses, and drew upon the spirit that was on Moses and put it upon the elders. (Num. 11:24–25.) When the spirit rested upon them, they spoke in ecstasy, but did not continue. (Num. 11:25.) Eldad and Medad had remained in camp, yet the spirit rested upon them, and they spoke in ecstasy in the camp. (Num. 11:26.) When a youth reported to Moses that Eldad and Medad were acting the prophet in the camp, Joshua called on Moses to restrain them. (Num. 11:27–28.) But Moses told Joshua: “Would that all the Lord’s people were prophets, that the Lord put His spirit upon them!” (Num. 11:29.)
A wind from God then swept quail from the sea and strewed them all around the camp, and the people gathered quail for two days. (Num. 11:31–32.) While the meat was still between their teeth, God struck the people with a plague. (Num. 11:33.)

Miriam and Aaron spoke against Moses, saying: “He married a Cushite woman!” and “Has the Lord spoken only through Moses? Has He not spoken through us as well?” (Num. 12:1–2.) God heard and called Moses, Aaron, and Miriam to come to the Tent of Meeting. (Num. 12:2–4.) God came down in cloud and called out to Aaron and Miriam: “When a prophet of the Lord arises among you, I make Myself known to him in a vision, I speak with him in a dream. Not so with My servant Moses; he is trusted throughout My household. With him I speak mouth to mouth, plainly and not in riddles, and he beholds the likeness of the Lord. How then did you not shrink from speaking against My servant Moses!” (Num. 12:5–8.) As the cloud withdrew, Miriam was stricken with snow-white scales. (Num. 12:10.) Moses cried out to God, “O God, pray heal her!” (Num. 12:13.) But God said to Moses, “If her father spat in her face, would she not bear her shame for seven days? Let her be shut out of camp for seven days.” (Num. 12:14.) And the people waited until she rejoined the camp. (Num. 12:15.)

A Baraita interpreted the expression “beaten work of gold” in Numbers 8:4 to require that if the craftsmen made the menorah out of gold, then they had to beat it out of one single piece of gold. The Gemara then reasoned that Numbers 8:4 used the expression “beaten work” a second time to differentiate the requirements for crafting the menorah from the requirements for crafting the trumpets in Numbers 10:2, which used the expression “beaten work” only once. The Gemara concluded that the verse required the craftsmen to beat the menorah from a single piece of metal, but not so the trumpets. (Babylonian Talmud Menachot 28a.)
The Mishnah interpreted Numbers 8:7 to command the Levites to cut off all their hair with a razor, and not leave so much as two hairs remaining. (Mishnah Negaim 14:4.)
Rabbi Jose the Galilean cited the use of “second” in Numbers 8:8 to rule that bulls brought for sacrifices had to be no more than two years old. But the Sages ruled that bulls could be as many as three years old, and Rabbi Meir ruled that even those that are four or five years old were valid, but old animals were not brought out of respect. (Mishnah Parah 1:2.)
The Mishnah deduced from Numbers 8:16 that before Moses set up the Tabernacle, the firstborn performed sacrifices, but after Moses set up the Tabernacle, priests performed the sacrifices. (Mishnah Zevachim 14:4; Babylonian Talmud Zevachim 112b.)

The Gemara noted that the events beginning in Numbers 9:1, set “in the first month of the second year,” occurred before the events in the book of Numbers up to that point, which Numbers 1:1 reported began in “the second month, in the second year.” Rabbi Menasia bar Tahlifa said in Rab's name that this proved that there is no chronological order in the Torah. (Babylonian Talmud Pesachim 6b.)
Chapter 9 of Tractate Pesachim in the Mishnah and Babylonian Talmud and chapter 8 of Tractate Pisha (Pesachim) in the Tosefta interpreted the laws of the second Passover in Numbers 9:1–14. (Mishnah Pesachim 9:1–4; Tosefta Pisha (Pesachim) 8:1–10; Babylonian Talmud Pesachim 92b–96b.) And tractate Pesachim in the Mishnah, Tosefta, Jerusalem Talmud, and Babylonian Talmud interpreted the laws of the Passover generally in Exodus 12:3–27, 43–49; 13:6–10; 34:25; Leviticus 23:4–8; Numbers 9:1–14; 28:16-25; and Deuteronomy 16:1–8. (Mishnah Pesachim 1:1–10:9; Tosefta Pisha 1:1–10:13; Jerusalem Talmud Pesachim 1a–; Babylonian Talmud Pesachim 2a–121b.)
The Gemara asked who were the “certain men” who Numbers 9:6 reported “were unclean by the dead body of a man, so that they could not keep the Passover.” Rabbi Jose the Galilean said that they were the ones who bore the coffin of Joseph (carrying out Joseph’s request of Genesis 50:24–25). Rabbi Akiba said that they were Mishael and Elzaphan who were occupied with the remains of Nadab and Abihu (as reported in Leviticus 10:1–5). Rabbi Isaac argued, however, that if they were those who bore the coffin of Joseph or if they were Mishael and Elzaphan, they would have had time to cleanse themselves before Passover. Rather, Rabbi Isaac identified the men as some who were occupied with the obligation to burry an abandoned corpse (met mitzvah). (Babylonian Talmud Sukkah 25b.)
The Mishnah counted the sin of failing to observe the Passover enumerated in Numbers 9:13 as one of 36 sins punishable by the penalty of being cut off from the Israelite people. (Mishnah Keritot 1:1; Babylonian Talmud Keritot 2a.)

Rab and Samuel debated how to interpret the report of Numbers 11:5 that the Israelites complained: “We remember the fish, which we ate in Egypt for free.” One read “fish” literally, while the other read “fish” to mean the illicit intercourse that they were “free” to have when they were in Egypt, before the commandments of Sinai. Rabbi Ammi and Rabbi Assi disputed the meaning of the report of Numbers 11:5 that the Israelites remembered the cucumbers, melons, leeks, onions, and garlic of Egypt. One said that manna had the taste of every kind of food except these five; while the other said that manna had both the taste and the substance of all foods except these, for which manna had only the taste without the substance. (Babylonian Talmud Yoma 75a.)
The Gemara asked how one could reconcile Numbers 11:9, which reported that manna fell “upon the camp,” with Numbers 11:8, which reported that “people went about and gathered it,” implying that they had to leave the camp to get it. The Gemara concluded that the manna fell at different places for different classes of people: For the righteous, it fell in front of their homes; for average folk, it fell just outside the camp, and they went out and gathered; and for the wicked, it fell at some distance, and they had to go about to gather it.
The Gemara asked how one could reconcile Exodus 16:4, which reported that manna fell as “bread from heaven”; with Numbers 11:8, which reported that people “made cakes of it,” implying that it required baking; with Numbers 11:8, which reported that people “ground it in mills,” implying that it required grinding. The Gemara concluded that the manna fell in different forms for different classes of people: For the righteous, it fell as bread; for average folk, it fell as cakes that required baking; and for the wicked, it fell as kernels that required grinding.
Rab Judah said in the name of Rab (or others say Rabbi Hama ben Hanina) that the words “ground it in mortars” in Numbers 11:8 taught that with the manna came down women’s cosmetics, which were also ground in mortars. Rabbi Hama interpreted the words “seethed it in pots” in Numbers 11:8 to teach that with the manna came down the ingredients or seasonings for a cooked dish. Rabbi Abbahu interpreted the words “the taste of it was as the taste of a cake (leshad) baked with oil” in Numbers 11:8 to teach that just as infants find many flavors in the milk of their mother’s breast (shad), so the Israelites found many tastes in the manna. (Babylonian Talmud Yoma 75a.) The Gemara asked how one could reconcile Numbers 11:8, which reported that “the taste of it was as the taste of a cake baked with oil,” with Exodus 16:31, which reported that “the taste of it was like wafers made with honey.” Rabbi Jose ben Hanina said that the manna tasted differently for different classes of people: It tasted like honey for infants, bread for youths, and oil for the aged. (Babylonian Talmud Yoma 75b.)
The Mishnah deduced from Numbers 11:16 that the Great Sanhedrin consisted of 71 members, because God instructed Moses to gather 70 elders of Israel, and Moses at their head made 71. Rabbi Judah said that it consisted only of 70. (Mishnah Sanhedrin 1:6; Babylonian Talmud Sanhedrin 2a.)
The Gemara asked how one could reconcile Numbers 11:20, which reported God’s promise that the Israelites would eat meat “a whole month,” with Numbers 11:33, which reported that “while the flesh was still between their teeth, before it was chewed, . . . the Lord smote the people.” The Gemara concluded that God’s punishment came at different speeds for different classes of people: Average people died immediately; while the wicked suffered over a month before they died. (Babylonian Talmud Yoma 75b.)
The Gemara explained how Moses selected the members of the Sanhedrin in Numbers 11:24. (Babylonian Talmud Sanhedrin 17a.)

The Mishnah cited Numbers 12:15 for the proposition that Providence treats a person measure for measure as that person treats others. And so because, as Exodus 2:4 relates, Miriam waited for the baby Moses in the Nile, so the Israelites waited seven days for Miriam in the wilderness in Numbers 12:15. (Mishnah Sotah 1:7–9; Babylonian Talmud Sotah 9b.)

Moses Maimonides

According to both Maimonides and Sefer ha-Chinuch, there are 3 positive and 2 negative commandments in the parshah.
  • To slaughter the second Passover lamb (Num. 9:11.)
  • To eat the second Passover lamb in accordance with the Passover rituals (Num. 9:11.)
  • Not to leave the second Passover meat over until morning (Num. 9:12.)
  • Not to break any bones from the second Passover offering (Num. 9:12.)
  • To sound alarm in times of catastrophe (Num. 10:9.)
(Maimonides. Mishneh Torah, Positive Commandments 57, 58, 59; Negative Commandments 119 & 122. Cairo, Egypt, 1170–1180. Reprinted in Maimonides. The Commandments: Sefer Ha-Mitzvoth of Maimonides. Translated by Charles B. Chavel, 1:67–71; 2:111, 113. London: Soncino Press, 1967. ISBN 0-900689-71-4. Sefer HaHinnuch: The Book of [Mitzvah] Education. Translated by Charles Wengrov, 4:79–93. Jerusalem: Feldheim Pub., 1988. ISBN 0-87306-457-7.)


Zechariah / painting by Michelangelo

The haftarah for the parshah is Zechariah 2:14–4:7. Both the parshah and the haftarah discuss the lampstand (menorah). (Num. 8:1–4; Zech. 4:2–3). Text of Zechariah shortly after that of the haftarah explains that the lights of the lampstand symbolize God’s eyes, keeping watch on the earth. (Zech. 4:10.) And in the haftarah, God’s angel explains the message of Zechariah’s vision of the lampstand: “Not by might, nor by power, but by My spirit, says the Lord of hosts.” (Zech. 4:6.) Both the parshah and the haftarah also discuss the purification of priests and their clothes, the parshah in the purification of the Levites (Num. 8:6–7) and the haftarah in the purification of the High Priest Joshua. (Zech. 3:3–5.)

The parshah has parallels or is discussed in these sources:



  • Mishnah: Pesachim 9:1–4; Sotah 1:9; Sanhedrin 1:6; Zevachim 14:4; Keritot 1:1; Negaim 14:4; Parah 1:2. Land of Israel, circa 200 C.E. Reprinted in, e.g., The Mishnah: A New Translation. Translated by Jacob Neusner, 246, 449, 584, 731, 836, 1010, 1013. New Haven: Yale University Press, 1988. ISBN 0-300-05022-4.
  • Tosefta: Bikkurim 1:2; Pisha (Pesachim) 4:14; 8:1, 3; Shekalim 3:26; Sotah 4:2–4; 6:7–8; 7:18; Keritot 1:1; Parah 1:1–3; Yadayim 2:10. Land of Israel, circa 300 C.E. Reprinted in, e.g., The Tosefta: Translated from the Hebrew, with a New Introduction. Translated by Jacob Neusner, 1:345, 493, 508–09, 538, 845, 857–58, 865; 2:1551, 1745–46, 1907. Peabody, Mass.: Hendrickson Pub., 2002. ISBN 1-56563-642-2.
  • Sifre to Numbers 59:1–106:3. Land of Israel, circa 250–350 C.E. Reprinted in, e.g., Sifré to Numbers: An American Translation and Explanation. Translated by Jacob Neusner, 2:1–132. Atlanta: Scholars Press, 1986. ISBN 1-55540-010-8.
  • Jerusalem Talmud: Berakhot 45a. Land of Israel, circa 400 C.E. Reprinted in, e.g., Talmud Yerushalmi. Edited by Chaim Malinowitz, Yisroel Simcha Schorr, and Mordechai Marcus, vol. 1. Brooklyn: Mesorah Pubs., 2006.
  • Mekhilta of Rabbi Simeon 5:2; 12:3; 16:2; 20:5; 22:2–23:1; 29:1; 37:1–2; 40:1–2; 43:1; 44:2; 47:2. Land of Israel, 5th Century. Reprinted in, e.g., Mekhilta de-Rabbi Shimon bar Yohai. Translated by W. David Nelson, 14, 41, 55, 85, 98, 100, 102, 131, 159, 162, 170–72, 182, 186, 209. Philadelphia: Jewish Publication Society, 2006. ISBN 0-8276-0799-7.

  • Babylonian Talmud: Berakhot 7a, 32a, 34a, 54b, 55b, 63b; Shabbat 31b, 87a, 115b–16a, 130a; Eruvin 2a, 40a; Pesachim 6b, 28b, 36a, 59a, 64a, 66a–67a, 69a–b, 77a, 79a, 80a, 85a, 90a–b, 91b, 92b–93b, 95a, 115a, 120a; Yoma 3b, 7a, 28b, 51a, 66a, 75a–76a; Sukkah 25a–b, 47b, 53a–54a, 55a; Rosh Hashanah 3a, 5a, 18a, 26b–27a, 32a, 34a; Taanit 7a, 29a, 30b; Megillah 5a, 21b, 31a; Moed Katan 5a, 15b, 16a–b; Chagigah 5b, 18b, 25b; Yevamot 63b, 103b; Ketubot 57b; Nedarim 38a, 64b; Nazir 5a, 15b, 40a, 63a; Sotah 9b, 33b; Gittin 60a–b; Kiddushin 32b, 37b, 76b; Bava Kamma 25a, 83a; Bava Metzia 86b; Bava Batra 91a, 111a, 121b; Sanhedrin 2a, 3b, 8a, 17a, 36b, 47a, 110a; Makkot 10a, 13b, 14b, 17a, 21a; Shevuot 15b, 16b; Avodah Zarah 5a, 24b; Horayot 4b, 5b; Zevachim 9b, 10b, 22b, 55a, 69b, 79a, 89b, 101b, 106b; Menachot 28a–b, 29a, 65b, 83b, 95a, 98b; Chullin 7b, 17a, 24a, 27b, 29a, 30a, 105a, 129b; Bekhorot 4b, 33a; Arakhin 10a, 11a–b, 15b; Keritot 2a, 7b. Babylonia, 6th Century. Reprinted in, e.g., Talmud Bavli. Edited by Yisroel Simcha Schorr, Chaim Malinowitz, and Mordechai Marcus, 72 vols. Brooklyn: Mesorah Pubs., 2006.




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