Abstract: The problem that often occurs in Indonesia is the decline in productivity of agricultural land caused by planting monoculture crops. Therefore, efforts are needed to improve and maintain the organic matter and physical properties of the soil through the use of cover crops that are easily found in various fields, such as Arachis pintoi and Asystasia gangetica. The aim of the study was to determine the effect of tillage and cover crops in improving soil physical properties and upland rice yields. This research was conducted in the experimental garden of the Faculty of Agriculture, Islamic University of North Sumatra, Johor Building, Medan at an altitude of ± 25 m above sea level, and flat topography. The research method used a factorial randomized block design with three replications with tillage and cover crops as treatment. The results showed that Minimum and maximum tillage with cover crop A. gangetica was able to improve soil physical properties, namely bulk density, soil particles and soil porosity. However, it has not been able to increase the yield of upland rice.