Cotton was grown following fallow or winter cover crops of crimson clover, subterranean clover, or rye from 1992 to 1996. In-row conservation tillage was compared with conventional tillage in 1995 and 1996. Populations of Rhizoctonia solani AG-4 in soil after cotton was planted were low, but were increased by crimson clover compared with fallow. Post-emergence damping-off was increased by in-row tillage compared with conventional tillage, especially following legumes, compared with fallow. Final plant stands were variable from year to year among treatments.