The effects of incorporation of elm leaves (Ulmus glabra) into an agricultural sandy loam soil by earthworms (Lumbricus festivus) on the bacterial and protozoan populations were investigated. Three model systems consisting of soil, soil with leaves, and soil with leaves and earthworms, respectively, were compared. The total, viable, and culturable number of bacteria, the metabolic potentials of bacterial populations, and the number of protozoa and nematodes were determined in soil size fractions. Significant differences between soil fractions were shown by all assays. The highest number of microorganisms was found in microaggregates of 2–53 μm and the lowest in the <0.2μm fraction. A major part of the bacteria in the latter fraction was viable, but non-culturable, while a relatively higher number of culturable bacteria was found in the macroaggregates. The number of colony-forming units and 5-cyano-2,3-ditolyl tetrazolim chloride (CTC)-reducing bacteria explained a major part of the variation in the number of protozoa. High protozoan activity and predation thus coincided with high bacterial activity. In soil with elm leaves, fungal growth is assumed to inhibit bacterial and protozoan activity. In soil with elm leaves and earthworms, earthworm activity led to increased culturability of bacteria, activity of protozoa, number of nematodes, changed metabolic potentials of the bacteria, and decreased differences in metabolic potentials between bacterial populations in the soil fractions. The effects of earthworms can be mediated by mechanical mixing of the soil constituents and incorporation of organic matter into the soil, but as the earthworms have only consumed a minor part of the soil, priming effects are believed partly to explain the increased microbial activity.