The next day Holofernes gathered his whole army together, as well as his allied forces. It was an immense army, consisting of 170,000 infantry and 12,000 cavalry, not counting the support troops who took care of the equipment. He ordered them to march on Bethulia, seize the mountain passes, and attack the Israelites. So they moved out
and set up camp beside the spring in the valley near Bethulia. The camp was so wide that it spread out toward the town of Dothan as far as Balbaim, and so long that it stretched from Bethulia to Cyamon, which faces Jezreel Valley.
When the Israelites saw the size of the army, they were terrified and said to one another, "Those soldiers are going to eat up everything in sight. There's not enough food in the mountains, valleys, and hills put together to feed an army like that."
But in spite of their fear, all the Israelites took up their weapons, lighted signal fires on the towers, and remained on guard duty all night.
The next day Holofernes led out his entire cavalry so that the Israelites in Bethulia could see them.
He inspected the approaches to the town and the springs that supplied its water. He seized the springs and stationed guards there, before returning to camp.
All the leaders of the Edomite and Moabite forces, along with the commanders of the troops from the Mediterranean coast, came to Holofernes and said,
"Sir, if you listen to our advice, your troops will not suffer heavy losses.
These Israelites do not rely on their weapons for defense but rather on the height of the mountains where they live, since the mountains are not easy to climb.
So then, General Holofernes, if you do not make a direct attack on them, your whole army will suffer no casualties.