Abstract: Taking white clover and perennial ryegrass were used as experimental materials, and clear tillage as control, the effects of growing herbage on soil physical and chemical characteristics, fertility, and microbes in hilly apple orchard were studied by field and laboratory experiments, in order to provide reference for improving the soil environment of apple orchards in hilly areas by growing herbage.The results showed that growing herbage promoted soil water content, porosity, organic matter content, pH, the contents of total nitrogen, available nitrogen, available phosphorus, available potassium, and the number of bacteria, fungi and actinomyces, but reduced soil bulk density.The effects of growing herbage mainly existed in 0-40 cm soil layer, and were different between the two grass varieties.In conclusion, growing herbage improved the soil microdomain environment, especially for 0-40 cm soil layer in hilly apple orchard, and the effects of growing white clover was better than perennial ryegrass.