The adoption of conservation tillage cotton production has been slow in Texas with less than ten percent of the cotton being produced with conservation tillage. A lack of producer understanding of the benefits of conservation tillage has been a major barrier to adoption of the system. This study compared a no-tillage rain-fed cotton production system with a conventional tillage system. Objectives of this study was to determine the effects of no-tillage on soil temperature, soil moisture, plant canopy structure, light interception by the crop canopy, timing of fruit set, and to determine how theses factors affect boll weevil populations, crop yield, and economics of the two production systems. Soil moisture was greater in the no-tillage throughout the first 90 days of crop growth due to the decreased evaporation with the crop residue mulch and the soil not being dried by tillage. The no-tillage cotton went into a reproductive mode earlier and set an average of 5.3 bolls per plant at 80 days after planting (DAP) while the conventional tillage cotton remained vegetative and had set only 2.3 bolls per plant at 80 DAP. The no-tillage cotton had 60% as many squares on the soil surface per week, 55% as many squares infested with weevil larvae and pupae, and 51% as many live weevil produced per week on average for the last 12 weeks of the cotton growing season. The conventional tillage had $49 per acre more input costs attributed to tillage costs. Conservation tillage cotton was produced with lower input costs and had equal or greater economic returns than the conventional moldboard plow tillage system.