Managing manure in no-till systems is a water quality concern because surface application of manure can enrich runoff with dissolved phosphorus (P), and incorporation by tillage increases particulate P loss. This study compared runoff from well-drained and somewhat poorly drained soils under corn (Zea mays, L.) production that had been in no-till for more than 10 yr. Dairy cattle (Bos taurus L.) manure was broadcast into a fall planted cover crop before no-till corn planting or incorporated by chisel/disk tillage in the absence of a cover crop. Rainfall simulations (60 mm h(-1)) were performed after planting, mid-season, and post-harvest in 2007 and 2008. In both years and on both soils, no-till yielded significantly less sediment than did chisel/disking. Relative effects of tillage on runoff and P loss differed with soil. On the well-drained soil, runoff depths from no-till were much lower than with chisel/disking, producing significantly lower total P loads (22-50% less). On the somewhat poorly drained soil, there was little to no reduction in runoff depth with no-till, and total P loads were significantly greater than with chisel/disking (40-47% greater). Particulate P losses outweighed dissolved P losses as the major concern on the well-drained soil, whereas dissolved P from surface applied manure was more important on the somewhat poorly drained soil. This study confirms the benefit of no-till to erosion and total P runoff control on well-drained soils but highlights trade-offs in no-till management on somewhat poorly drained soils where the absence of manure incorporation can exacerbate total P losses.