A field study was conducted during 1997 to 2001 on a Dundee silt loam soil at Stoneville, MS, to examine the effects of rye and crimson clover residues on weeds, soil properties, soil microbial populations, and soybean yield in conventional tillage (CT) and no-tillage (NT) systems with preemergence (PRE)-only, postemergence (POST)-only, and PRE plus POST herbicide programs. Rye and crimson clover were planted in October, desiccated in April, and tilled (CT plots only) before planting soybean. Both cover-crop residues reduced density of barnyardgrass, broadleaf signalgrass, browntop millet, entireleaf morningglory, and hyssop spurge but did not affect yellow nutsedge at 7 wk after soybean planting (WAP) in the absence of herbicides. Densities of these weed species were generally lower with PRE-only, POST-only, and PRE plus POST applications than with no-herbicide treatment. Total weed dry biomass was lower when comparing CT (1,570 kg ha−1) with NT (1,970 kg ha−1), rye (1,520 kg ha−1) with crimson clover (2,050 kg ha−1), and PRE plus POST (640 kg ha−1) with PRE-only (1,870 kg ha−1) or POST-only (1,130 kg ha−1) treatments at 7 WAP. Soils with crimson clover had higher organic matter, NO3–N, SO4–S, and Mn, and lower pH compared with rye and no–cover crop soils. Total fungi and bacterial populations and fluorescein diacetate hydrolytic activity were higher in soil with crimson clover, followed by rye and no cover crop. Soybean yields were similar between CT (1,830 kg ha−1) and NT (1,960 kg ha−1), no cover crop (2,010 kg ha−1) and rye (1,900 kg ha−1), and rye and crimson clover (1,790 kg ha−1), but they were higher in PRE plus POST (2,260 kg ha−1) than in PRE-only (1,890 kg ha−1) or POST-only (1,970 kg ha−1) treatments.