Soil changes induced by crop rotations and soil management need to be quantified to clarify their impact on yield and soil quality. The objective of this study was to investigate the effect of continuous oat ( Avena sativa L.) and a lupin ( Lupinus albus L.)-oat rotation with and without tillage on soil enzymes, crop biomass and other soil properties In year 1, oat and lupin were grown in undisturbed plots or in plots subjected to disc tillage. Crop residues were incorporated before oat was sown in year 2 in the disc-tilled plots or remained on the soil surface of untilled plots. Soil samples were collected regularly and analysed for pH, organic C, Kjeldahl-N, mineral N, extractable P, and the enzyme activities of beta-glucosidase, cellulases, acid phosphatase, proteases, urease, and culturable bacteria and fungi. The main crop and tillage effects on soil parameters were: beta-glucosidase activity was greater after lupin than after oat, and the opposite was true for the number of culturable fungi. Organic carbon, phosphatase, cellulase and protease were greater in tilled soil than in the absence of tillage. Associations between variables that were stable over the 2 yr were those for mineral N and urease activity, cellulase activity and pH, and that of phosphatase activity and organic C. Our results contrast with most of the previous information on the effect of tillage on soil enzymes, where the activities were reported to be unchanged or decreased following tillage. This difference may be related to the small organic C content of the soil and to the fact that it was under fallow prior to the start of the experiment. In consequence, incorporation of residues would provide new sources of labile organic C for soil microbes, and result in increased enzymatic activity. The results obtained suggest that in coarse-textured soils poor in organic matter, tillage with residue conservation after a period of fallow rapidly improves several soil characteristics and should be carried out even if it were to be followed by a no-till system in the following years. This should be taken into consideration by land managers and technical advisers.