Weeds were reported as a major problem in tomato production. Up until now, methyl bromide has been used as a soil fumigant to control weeds, insects, and diseases in tomato fields. However, methyl bromide has adverse effects on the environment, and is due to be removed from the United States market in 2005. This research seeks an environmentally friendly alternative to methyl bromide. Crop rotations that include legumes and grasses may be used as alternatives to methyl bromide. The objectives of this research are to: evaluate yields of tomatoes in rotation with cover crops (Crimson clover, Black oat, and a mixture of Crimson clover-Black oat) under two tillage systems and to identify tomato pests under conventional and no-till systems. The experimental field was located at The George Washington Carver Agricultural Experimental Station at Tuskegee University. Cover crops were planted early in spring 2004, plowed and incorporated into soil or mowed and left on the soil surface. Prior to establishment of the cover crops, eight core soil samples were collected diagonally at 0-15 cm depth using an auger. The soil samples were air dried and passed through a 2-mm sieve. Total C, N, and S were analyzed by using an automated CHNS Analyzer. Total P was analyzed by the perchloric acid digestion method and the P in the digest was determined by the Murphy and Riley procedure. Soil inorganic N was determined by steam distillation. Berlese Funnel was used to extract soil arthropods, which were identified, by using appropriate guidebooks. Sticky traps were also used to collect flying insects. Tomato yields following black oat, Crimson clover, or black oat-Crimson clover mixture was incorporated in soils were 9.23, 7.69, or 2.10 t/ha, respectively. The yield of the control plot without cover crop was only 1.00 t/ha.