Montana producers seek ways to diversify and intensify no-till cropping systems, without taking the risk of continuous grain production. Our objectives were to: 1) compare the productivity/quality/water-use-efficiency of spring and winter pea with barley forage, and 2) describe harvest timing effects for pea/barley forages on residual soil water/N and subsequent productivity/quality of wheat. The systems context for this study was no-till recropping of annual forage in cereal stubble. Sites included an on-farm site near Amsterdam and at the MSU - Central Ag Research Center near Moccasin, MT, 2003-04. The experimental design was a split-split-plot arrangement with four replicates. Crop entries (Arvika & Grande spring pea, Melrose & PS9430706 winter pea, Haybet barley, and Haybet + Arvika) and chem fallow were the main plots (7.3 x 22.8 m), harvest timings (first flower, plump pod and mature grain) were the subplots (7.3 x 7.3 m), and N fertilizer rates (0, 50, 100 and 150 kg N/ha) in a subsequent wheat test crop were the sub-subplots (7.3 x 1.8 m). Melrose Austrian winter pea had the greatest forage and grain yields (and protein yields) at both locations, and all pea forage treatments had Relative Feed Value scores greater than 151. At Amsterdam, wheat yields averaged 3.3 t/ha and only the early forage winter pea treatments equaled chem fallow. Spring pea treatments produced greater wheat yields than all barley treatments at all N rates. The reason for the superior crop sequence response of winter pea was not clearly evident since conserved soil water measured immediately after forage harvest had largely disappeared by fall in all treatments. At Moccasin wheat yields averaged 1.65 t/ha and no crop sequence differences were observed among the treatments. Shallow soil structure (less than 0.6 m) and summer drought may have contributed to the lack of crop sequence effects at Moccasin.