Growth and yield of three soybean (Glycine max) cultivars planted mimmum-till were studied for 3 years in relation to winter rye (Secale cereale) rotation, aldicarb treatment of soil, and population densities of Meloidogyne incognita, Pratylenchus brachyurus, and Paratrichodorus minor. Population densities of M. incognita second-stage juveniles (J2) were greater than 10 J2/cm soil. Population densities of P. brachyurus and P. minor were less than 1 nematode/cm soil. Rye did not affect the M. incognita J2 density measured in the soil in the spring, but root-gall indices of soybean following rye were lower than those following fallow. Root-gall indices of 'Coker 6738' were lower than for 'Coker 488' and 'Johnston'. Soybean yields of Coker 6738 were 133% and 174% greater than for Coker 488 and Johnston, respectively, in fallow, untreated plots. However, all cultivars maintained relatively high population densities of M. incognita J2 in the soil, indicating that high yields of Coker 6738