Conservation tillage systems, used successfully by cotton producers on the Texas southern High Plains, have facilitated the development of new weed problems including horseweed (Conyza canadensis) and Russian thistle (Salsola iberica). Studies were conducted in 2004 and 2005 near Lubbock, TX to evaluate winter weed control with (2,4-dichlorophenoxy)acetic acid (2,4-D), dicamba, and diflufenzopyr plus dicamba. All of these herbicides have current registration restrictions limiting their use in cotton. Cotton response studies were initiated in 2003 and repeated in 2004 and 2005 to evaluate cotton injury and yield from dicamba (0.14 and 0.28 kg ai/ha), diflufenzopyr plus dicamba (0.10 and 0.20 kg/ha), and 2,4-D (0.56 and 1.12 kg/ha) applied 4, 2, and 1 wk before planting (WBP); and to determine the minimum interval between application of these herbicides and cotton planting without affecting yield. 2,4-D controlled both horseweed and Russian thistle, and could be applied as close as 2 WBP without injuring cotton. However, dicamba as well as diflufenzopyr plus dicamba were less effective on horseweed and Russian thistle as size increased and both injured cotton regardless of interval between application and planting.