Lupins (Lupinus angustifolius cvv. Yandee and 75A-258 and L. pilosus cv. P. 20957) and pea (Pisum sativum cv. Dundale) were grown in the field for 43 days on a solonized brown soil. Shoots of L. pilosus and peas grew most rapidly, while L. angustifolius cv. 75A-258 developed a relatively large root system. L. angustifolius cv. Yandee, a commercial lupin cultivar, was poorly adapted; shoot growth was restricted and roots ceased growing 36 days after sowing. The soil factors responsible for these widely differing responses were investigated. Once primary roots of L. angustifolius were 20-30 cm deep, root extension was slow or arrested. Indeed, primary root apices of Yandee were often necrotic in the soil below 20 cm. In contrast, roots proliferated rapidly in the surface 20 cm of the soil, particularly in 7SA-258, suggesting that factors in the deeper soil layers restricted root growth most severely. The vigorous growth of lateral roots of 75A-258 was reflected in a 2.6 fold greater total root length than for Yandee 43 days after sowing. Soil physical properties were not considered a likely explanation for these observations; soil water status and porosity were always favourable for root growth and root sections indicated that no cortical degradation, typical of O2 deficient roots, had occurred. Penetrometer resistance and root tip osmotic pressures suggested that poor root growth could not be ascribed simply to soil mechanical properties. The results suggest, by inference, that soil chemical factors could underlie the phenotypic responses observed.