Weed control and heliothine management were evaluated at Marianna and Rohwer, AR. Systems that used glyphosate with or without PRE applications of pendimethalin tended to have better control of Palmer amaranth than BXN or conventional herbicide systems. Conventional systems tended to control pitted morningglory better than glyphosate-based systems early-season. In 2001, systems that used glyphosate had significantly lower numbers of reproductive Palmer amaranth, prickly sida, and barnyardgrass at harvest. There were no differences in final season numbers of pitted morningglory when comparing glyphosate- based systems to conventional herbicide systems. B.t. cultivars had lower heliothine and damaged squares than CONV and BXN cotton. In 2001, under higher weed pressure, systems using glyphosate showed trends of increased yield compared to the same variety under conventional systems.