Two-2 acre plots were established on Memphis silt loam soil to determine differences in runoff water quality during 2001-2004. Conventional stocking (CS) and management intensive grazing (MIG) were used as treatments. Twenty 0.1-acre grazing paddocks were established with power fencing, allowing daily cattle rotation in MIG paddocks. Beef heifers grazed each plot as needed to maintain approximately 1350 lb/A of available forage dry matter (DM). Bermudagrass was grazed during the warm season, and ryegrass was overseeded on the bermudagrass sod during October for winter and early spring grazing. An average of 254 lb/A of nitrogen fertilizer was applied annually. Forage production was measured monthly, and animal numbers were adjusted by “put and take” (2 “tester” heifers remained constantly on each plot) to maximize utilization of available forage DM. The total forage production reflected the improved management with an annual average of 17,675 lb/A DM for MIG and 15,147 lb/A DM for CS, a 14% advantage for MIG. MIG provided 637 annual grazing days per acre vs. 592 days for CS. Amount of rainfall, flow rate, and total runoff for each of the 42 rain events during this 3-year project were monitored and recorded for each plot with ISCO refrigerated samplers. Lab analyses conducted on runoff water samples included: TSS, TCS, BOD, total nitrogen, ammonia (NH₄), nitrate/nitrite (NO₃/NO₂), total phosphorous, reactive phosphorus (PO₄), and fecal coliform. Less total N and less total P were observed in the runoff (P<0.05) of MIG vs. CS plots. The MIG plots produced 21% less total runoff than from the CS plots. The other water quality parameters revealed no significant differences (P>0.10) between treatments of MIG and CS. Observations and trends of improved productivity of animals, pastures, and general environmental conditions tend to support the practices of MIG as a Best Management Practice.