Cotton acreage in Georgia has recently expanded, including into a new growing region known as the Flatwoods soil region. Little or no data is available concerning proper fertilization of cotton on these unique soil types with a high water table and high yield potential. Therefore, the objective of this study was determine the proper nitrogen (N) and potassium (K) fertilizer rates for cotton grown in this area. Five on-farm research sites were established in 1996 and three were repeated in 1997. Three levels of N and three levels of K, in all combinations, were applied to plots measuring 4 rows wide by 50 feet long. Rates were mainly adjusted at sidedress between first square and first bloom. All plots were mechanically harvested and a sample was ginned for turnout. A positive cotton lint yield response to increasing N rates was measured for 5 out of 8 site-years. Both high water table and deep sand soil types responded to N rates above current UGA recommendations, especially in 1996 with adequate rainfall. There was little response to increasing K rates and excessive rates tended to decrease yields. There was also very little n x K interaction in terms of yield response. Based on this research, it appears that cotton grown in this soil region can benefit from between 80 and 120 lb N/a and current K rates are sufficient.