Rhizosphere response was studied as a factor in competition among indigenous Rhizobium japonicum serogroups for the nodulation of soybeans under field conditions. R. japonicum serogroups 110, 123, and 138 were found to coexist in a Waukegan field soil where they were determined to be the major nodulating rhizobia in soybean nodules. Competitive relationships among the three serogroups in that soil and in rhizospheres were examined during two growing seasons with several host cultivars with and without inoculation and with a nonlegume. Enumeration of each of the three competitors was carried out on inner rhizosphere and nonrhizosphere soil by immunofluorescence with serogroup-specific fluorescent antibodies. Rhizobia present in early- and late-season nodules were identified by fluorescent antibody analysis. Populations of each serogroup increased gradually in host rhizospheres, not exceeding 10/g of rhizosphere soil during the first few weeks after planting, whereas numbers in fallow soil remained at initial levels (10 to 10/g). The rhizosphere effects were minor in host plants during this period of nodule initiation and were about the same for all three serogroups. Although serogroup 123 gave no evidence of dominance in early host rhizospheres, it clearly dominated in nodule composition, occupying 60 to 100% of the nodules. High densities of all three serogroups were observed in host rhizospheres during flowering. Rhizosphere populations, especially of serogroup 123, were still high during pod fill and seed maturation. The rhizosphere responses of the R. japonicum serogroups were much greater with the soybean cultivars than with oats, but even in host rhizospheres the R. japonicum populations were greatly outnumbered by other bacteria. The success of serogroup 123 in achieving nodulation does not appear to be due to superior colonization of the host rhizosphere.