Pearl millet [Pennisetum glaucum (L.) R. Br.] is a drought-tolerant cereal grain typically grown as a forage crop in the United States. New high-yielding dwarf grain pearl millet hybrids have generated interest in millet as a substitute for corn and sorghum because of its ability to reliably produce grain on the sandy, acidic, low-fertility soils of the southeastern US. The objectives of this study were to determine plant response to cover crop, row spacing, and nitrogen in a strip-till system for grain production. Tifgrain 102 was evaluated in field plots planted after 3 cover crops (rye, ryegrass, and wheat), two row spacing, (two rows 0.18 m apart in the center of a 0.9 m bed and 0.9 m), and three nitrogen levels (0 kg ha^-1, 56 kg ha^-1, and 112 kg ha^-1), in 2001 and 2002. Plant response characters measured were yield, plant height, head weight, and head length. Nitrogen levels of 56 kg ha^-1 and 112 kg ha^-1 versus none were the only main effect to produced a significant (p=0.05) change in all characters measured. Cover crop affected nitrogen response for grain yield at p=0.05 within nitrogen treatment levels of 56 kg ha^-1 and 112 kg ha^-1. No significant interactions were found for all other characters. The effect of cover crop on nitrogen response in a strip-till system was significant in this study suggesting a key factor in nitrogen response in pearl millet.