This article reviews literature about the impacts of cover crops in cropping systems that affect soil and water quality and presents limited new information to help fill knowledge gaps. Cover crops grow during periods when the soil might otherwise be fallow. While actively growing, cover crops increase solar energy harvest and carbon flux into the soil, providing food for soil macro and microrganisms, while simultaneously increasing evapotranspiration from the soil. Cover crops reduce sediment production from cropland by intercepting the kinetic energy of rainfall and by reducing the amount and velocity of runoff. Cover crops increase soil quality by improving biological, chemical and physical properties including: organic carbon content, cation exchange capacity, aggregate stability, and water infiltrability. Legume cover crops contribute nitrogen (N) to subsequent crops. Other cover crops, especially grasses and brassicas, are better at scavenging residual N before it can leach. Because growth of these scavenging cover crops is usually N limited, growing grass/legume mixtures often increases total carbon inputs without sacrificing N scavenging efficiency. Cover crops are best adapted to warm areas with abundant precipitation. Water use by cover crops can adversely impact yields of subsequent dryland crops in semiarid areas. Similarly, cooler soil temperatures under cover crop residues can retard early growth of subsequent crops grown near the cold end of their range of adaptation. Development of systems that reduce the costs of cover crop establishment and overcome subsequent crop establishment problems will increase cover crop utilization and improve soil and water quality.