The increased use of conservation tillage in cotton production requires that information be developed on the role of cover crops in weed control. Field experiments were conducted from fall 1994 through fall 1997 in Alabama to evaluate three winter cereal cover crops in a high-residue, conservation-tillage, nontransgenic cotton production system. Black oat, rye, and wheat were evaluated for their weed-suppressive characteristics compared to a winter fallow system. Three herbicide systems were used: no herbicide, preemergence (PRE) herbicides alone, and PRE plus postemergence (POST) herbicides. The PRE system consisted of pendimethalin at 1.12 kg ai/ha plus fluometuron at 1.7 kg ai/ha. The PRE plus POST system contained an additional application of fluometuron at 1.12 kg/ha plus DSMA at 1.7 kg ai/ha early POST directed (PDS) and lactofen at 0.2 kg ai/ha plus cyanazine at 0.84 kg ai/ha late PDS. No cover crop was effective in controlling weeds without a herbicide. However, when black oat or rye was used with PRE herbicides, weed control was similar to the PRE plus POST system. Rye and black oat provided more effective weed control than wheat in conservation-tillage cotton. The winter fallow, PRE plus POST input system yielded significantly less cotton in 2 of 3 yr compared to systems that included a winter cover crop. Use of black oat or rye cover crops has the potential to increase cotton productivity and reduce herbicide inputs for nontransgenic cotton grown in the Southeast.