The grain yield of upland rice under no-tillage has been unsatisfactory and one reason could be the nitrate/ammonium balance in the soil. Cover crops and nitrogen fertilization can be used to change the nitrate/ammonium relation in the soil and improve conditions for the development of upland rice in the no-tillage (NT) system. The aim was to study the effect of cover crops and nitrogen sources on grain yield of upland rice under no tillage. The study was carried out on the Fazenda Experimental Lageado, in Botucatu, State of São Paulo, Brazil, in an Oxisol area under no-tillage for six years. The experiment was arranged in a randomized block split-plot design with four replications. The plots consisted of six cover crop species (Brachiaria brizantha, B. decumbens, B. humidicola, B. ruziziensis, Pennisetum americanum, and Crotalaria spectabilis) and the split-plots of seven forms of N fertilizer management. Millet is the best cover crop to precede upland rice under NT. The best form of N application, as nitrate, is in split rates or total rate at topdressing or an ammonium source with or without a nitrification inhibitor, in split doses. When the cover crops C. spectabilis, B. brizantha, B. decumbens, B. humidicola, and B. ruziziensis preceded rice, they induced the highest grain yield when rice was fertilized with N as ammonium sulfate source + nitrification inhibitor in split rates or total dose at topdressing.