Previous research conducted at the Texas A&M University Agricultural Research & Extension Center, Corpus Christi, TX demonstrated that reduced tillage practices increase water infiltration rates and enhance soil water storage capacity. In dryland cotton production, these practices can result in enhanced vegetative growth and increased lint yield potential. Increased rates of infiltration however, promotes the leaching or redistribution of residual nitrates in the soil profile during periods of high precipitation. In the Lower Coastal Bend Region of Texas (LCBR), high precipitation periods coincide with the time in which the soils are bare and exposed to water erosion. A long term, reduced tillage experiment was designed to (1) evaluate the feasibility of establishing a cover crop in LCBR and (2) to study the effect of cover crops on cotton growth and yield. The oats cover crop produced 842 lbs acre^-1 of dry matter during the follow period of 93/94 and 1540 lbs acre^-1 in 94/95. Tissue analysis showed that the cover crop assimilated 22.3, and 35.4 lbs acre-1 during 1994 and 1995, respectively. In 1994, the use of cover crop increased cotton lint yield by 8%; however, in 1995 no differences in lint yield were detected. The difference in yield response during the two years are attributed to a delayed termination of the cover crop and to the lack of rainfall prior to planting in 1995. This caused water stress during the early stages of crop development which lead to reduced rates of vegetative development and yield potential.