Eight groundcover management systems (GMS) have been evaluated since 1986 in an apple orchard replant site. Tree-row GMS have included post-emergence herbicide (glyphosate) “killed sods,” pre-emergence herbicide (norflurazon + diuron) strips, a crownvetch “living mulch,” hay-straw mulch, monthly cultivation, a close-mowed sod, and an unmowed, chemically growth-regulated (maleic hydrazide + 2,4-D) sodgrass. Soil organ&matter content, surface aggregate structure, and water infiltration have improved under vegetative groundcovers relative to herbicide treatments. Extractable soil N, K, P and B have increased under straw mulch. Except for K, foliar nutrient content (dry wt basis) has not been closely coupled with soil nutrient content. Leaf K, P and B contents have increased, while leaf N, Mg and Zn, have decreased in trees in sodgrass relative to herbicide GMS.