1 In the eighteenth year, the twenty-second 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 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 They decreed to destroy all flesh which didn’t follow the word of his mouth. 4 It came to pass, when he had ended his counsel, Nebuchadnezzar king of the Assyrians called Holofernes the chief captain of his army, 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 out from my presence, and take with you men who trust in their strength, to one hundred twenty thousand footmen and twelve thousand horses with their riders. 6 And you shall go out against all the west country, because they disobeyed the commandment of my mouth. 7 You shall declare to them that they should prepare earth and water, because I will go out in my wrath against them, and will cover the whole face of the earth with the feet of my army, and I will give them as plunder to them. 8 Their slain will fill their valleys and brooks, and the river will be filled with their dead until it overflows. 9 I will lead them captives to the utmost parts of all the earth. 10 But you shall go forth, and take all their coasts for me first. *If they will yield themselves to you, then you must reserve them for me until the day of their reproof. 11 As for those who are disobedient, your eye shall not spare; but you shall give them up to be slain and to be plundered 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 Moreover, you shall not transgress anything of the commandments of your lord, but you shall surely accomplish them, as I have commanded you. You shall not defer to do them.”

14 So Holofernes went out from the presence of his lord, and called all the governors, the captains, and officers of the army of Asshur. 15 He counted chosen men for the battle, as his lord had commanded him, to one hundred twenty thousand, with twelve thousand archers on horseback. 16 He arranged them as a great multitude is ordered for the war. 17 He took camels and asses and mules for their baggage, an exceedingly great multitude, and sheep and oxen and goats without number for their provision, 18 and great store of rations for every man, and exceedingly much gold and silver out of the king’s house. 19 He went out, he and all his army, on their journey, to go before king Nebuchadnezzar, and to cover all the face of the earth westward with their chariots, horsemen, and chosen footmen. 20 A great company of various nations went out 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 army, his footmen, horsemen, and chariots, and went away from there into the hill country, 23 and destroyed Put and Lud, and plundered all the children of Rasses and the children of Ishmael, which were along the wilderness to the south of the land of the Chellians. 24 And he went over Euphrates, and went through Mesopotamia, and broke 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, opposite Arabia. 26 He surrounded all the children of Midian, and set their tents on fire, and plundered their sheepfolds. 27 He went down into the plain of Damascus in the days of wheat harvest, and set all their fields on fire, and utterly destroyed their flocks and herds, and plundered their cities, 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 those who lived on the sea coast, upon those who were in Sidon and Tyre, those who lived in Sur and Ocina, and all who lived in Jemnaan. Those who lived in Azotus and Ascalon feared him exceedingly.