מדרש אויף שמואל א 15:4

(Fol. 22b) R. Isaac said: "Israel must not be counted, even for religious purposes, for it is said (I Sam. 11, 8) And he numbered fhem in Bezek." R. Ashi raised the following objection: "Perhaps Bezek is merely the name of a town where they were counted, as it is written (Jud. 1, 5) and they found Adoni-beztk in Bcztk. We must therefore say that the interference is from here: (I Sam. 15, 4) And Saul ordered the people to assemble, and he numbered them by means of lambs." R. Elazar said: "Whoever numbers Israel, violates a prohibitory law, which is said (Hos. 2, 1) Yet shall the number of the children of Israel be like the sand of the sea, which may not be numbered." R. Nachman said: "He violates two prohibitory laws, for it is said (Ib.) Which cannot be measured nor numbered." R. Samuel b. Nachmani said that R. Jonachan raised the following contradiction: "It is written, yet shall the number of the children of Israel be like the sand of the sea [a definite number], and then it is written, which cannot be measured nor numbered. This is not difficult to explain; for the latter passage deals with Israel when not doing the will of God; but the former refers to a time when they do God's will." R. Assi says: "There is no contradiction in it. Men can surely not count the sand, but in Heaven they can count it." R. Chanina b. Ide, in the name of Samuel. said: "As soon as a man is appointed chief of a community, he becomes rich, for at first [when Saul counted Israel] it is written he counted them with fragments of pottery and afterward it is written he did it with sheep." But perhaps with the sheep of Israel? If so, then what is remarkable about it [that the passage should inform us of the change]?

“These are those who were counted of the children of Israel by their patrilineal house; all those counted of the camps according to their hosts were six hundred and three thousand, and five hundred and fifty” (Numbers 2:32).
“These are those who were counted of the children of Israel by their patrilineal house…” In ten places Israel was counted: One, upon their descent to Egypt: “With seventy people, your ancestors descended to Egypt…” (Deuteronomy 10:22). One upon their ascent: “The children of Israel traveled from Rameses to Sukot, some six hundred thousand men on foot” (Exodus 12:37). One after the deed of the calf:²⁴The sin of the Golden Calf. “When you take a census of the children of Israel…” (Exodus 30:12). Two in the book of Numbers; once with the banners, and once with the division of the land. Two in the days of Saul: “He counted them in Tela’im” (I Samuel 15:4), “he counted them in Bazek” (I Samuel 11:8); when they were wealthy, with these lambs,²⁵The word tela’im is also the Hebrew word for lambs. According to the midrash they were not counted in a place called Tela'im, rather they were counted by means of lambs. and when they were poor, with these pebbles.²⁶That is the translation of bazek. One in the days of David: “Yoav gave the sum of the number [mispar] of the census [mifkad] of the people [to the king]” (II Samuel 24:9). If mispar, why mifkad; if mifkad, why mispar?²⁷Mispar and mifkad have similar meanings. Rather, he prepared two notes, a large sum and a small sum. The small one he showed to David; the large one he did not show him.²⁸David and the people were punished for conducting the census. Yoav though that by keeping the larger sum from David, fewer people would be harmed. That is why it wrote et mispar mifkad. One in the days of Ezra: “The entire congregation together was forty[-two] thousand [three hundred and sixty]” (Ezra 2:64). And one in the future: “The flock will pass again under the hands of one who counts” (Jeremiah 33:13).

• Once on their descent to Egypt. It is written (in Deut. 10:22): WITH SEVENTY SOULS [DID YOUR ANCESTORS GO DOWN TO EGYPT].
• Once on their coming up, as stated (in Exod. 12:37): THEN THE CHILDREN OF ISRAEL TRAVELED FROM RAMESES TO SUCCOTH, [ABOUT SIX THOUSAND].
• Once <here> in Parashah Ki Tissa.
• Twice in Waydabber (i.e., the book of Numbers):
• Once in <the chapter on> standards (Numb. 2) and
Once in <the chapter on> the division of the land (Numb. 26).
• Twice in the days of Saul: (I Sam. 15:4:) AND HE NUMBERED THEM IN TELAIM. (I Sam. 11:8:) AND HE NUMBERED THEM IN BEZEK.
• Once in the days of David, as stated (in II Sam. 24:9): AND JOAB GAVE THE SUM OF THE NUMBERING OF THE PEOPLE <UNTO THE KING>.
• Once in the coming up from the captivity, as stated (in Ezra 2:64): THE WHOLE CONGREGATION TOGETHER WAS 4 [2360].
• And once in the age to come, [of which it is stated] (in Jer. 33:13): THE SHEEP SHALL PASS AGAIN UNDER THE HANDS OF THE COUNTER.