Soils play a critical role to society as a medium that facilitates crop production and also contributes to the energy and carbon balance of the Earth System. Land-use change and improper land-use is one of the dominant factors affecting soil erosion and nutrient loss in soils. We examined the effects of land-use change on an Elmbrook clay/clay-loam soil on a farm in Ameliasburg on the northern part of Prince Edward County. Three cover types were examined: a sod field (established for over 10 years), a wheat field (part of a wheat/corn/soybean rotation for 30 years) and an undisturbed deciduous forest. Under each land-use type, cores to a depth of 40 cm were collected along three random 30 m transects (at 8, 16 and 24 m), then divided them into 10 cm increments, combining all similar depth increments along one transect. Soil quality was assessed by analyzing various soil physical and chemical properties. Bulk density of the soil was much higher (1.55 vs. 0.95 g/cm3) in both agricultural ecosystems compared to the forest, but only in the 0-10 cm layer. Soil moisture at 60% water holding capacity was much greater for the forest than the sod and wheat soils. Soil pH was slightly lower in the forest compared to the sod and wheat fields. The sod and wheat fields showed losses of ~52% and ~53% organic matter, respectively, in contrast to the forested area. The greatest differences in organic matter and total carbon were found in the top 10 cm, likely due to the greater accumulation of litter at the ground surface in the forest compared to the agricultural sites. It appears that long-term (10 year) agricultural production has led to a decline in some, but not all, soil quality measures, particularly soil organic matter, bulk density and water holding capacity. These findings are consistent with much of the literature concerning the effects of land-use change on soil quality, and highlight the need to develop improved management systems to minimize losses in soil quality that can lead to declines in the productivity potential of soils over time.