Plant parasitic nematodes cause billons of dollars in annual crop losses. One of the most damaging is the root-knot nematode, Meloidogyne incognita, which is known to attack more than 3000 plants. This research will contribute to the understanding of host-plant resistance through characterization of the early infection processes of Meloidogyne incognita race 3 in susceptible (Lahontan) and resistant (Moapa) alfalfa cultivars by light microscopy and transmission electron microscopy. Neither differential penetration of M. incognita J2 into Lahontan, nor migration of J2 from Moapa, played a significant role in the resistance mechanism(s). Coiled nematodes in the cortex were observed in greater numbers in the Moapa 48 hours after inoculation. This position was interpreted as a sign of disorientation and starvation. By 96 hours after inoculation, no coiled nematodes were observed in Lahontan. In Moapa, resistance probably depends not only on the failure of the J2 to identify a suitable feeding site and initiate giant cells, but also on its inability to maintain the giant cells, once they are initiated. At the ultrastructural level, 48 hours after inoculation, the most evident change in both cultivars was the appearance of a uniform interstitial material (IM) between the nematode cuticle and the root cell wall. At 96 hours, IM in Moapa was completely agglutinated while in Lahontan it was still uniform or only slightly agglutinated. Due to these clear differences between both cultivars I propose that the IM plays a role in the resistance of Moapa to M. incognita. Immunolabeling techniques were employed to determine if the distribution of the nematode's surface coat, deposited in host tissues, differs in resistant and susceptible alfalfa cultivars. At 72 hours after inoculation, labeling of surface coat epitopes in Moapa was stronger than at 24 and 48 hours after inoculation. Labeling was observed on the nematode's cuticle, the plant cell wall, and the IM. In Lahontan, 72 and 96 hours after penetration, labeling of the surface coat epitopes was observed on the nematode's cuticle, the root cell walls, and the cell wall junctions of cells near the nematode, but not in direct contact with the cell.