Whilst we have the capacity at present to feed the 7 billion people on earth, there remain almost 1 billion people who are undernourished.   By 2050, it is predicted that there will be at least another 2 billion mouths to feed.  Furthermore, growing wealth as measured by GDP in many countries will be driving dietary changes towards the consumption of increasing amounts of animal protein, which requires more land and water to produce than cereals or vegetables. This paper examines the challenges that rising demand for food and animal feed will pose for soils, water and the environment.  With respect to soils, the expected challenges include protecting agricultural land from other competing uses, maintaining chemical, structural and biological fertility and, at the same time, minimizing off-site losses of nutrients to rivers and groundwater.  Modeling of water resource availability suggests that by 2050, many river and groundwater systems will be over exploited because of competition for available water between agriculture, domestic and industrial users.   Many river basins are already stressed with little or no environmental flow and high pollutant loads. Thus the availability of soil and water resources will be a limiting factor on food production. Additionally, the effects of climate change may have deleterious outcomes on food production in some developing countries in tropical and subtropical regions. The critical challenge for agricultural science, particularly in developing countries is, therefore, to respond to these resource limitations with a second “Green Revolution.”   This will require significant research and development focus on productivity increases and a simultaneous focus on recovery and reuse of solid and liquid wastes for use in agriculture.  Given the complexities of doing this, much greater attention will be required on setting policy and regulatory frameworks that encourage the sustainable intensification of agriculture.