Soils of the coastal plain in southeastern USA are usually low in organic matter and frequently have consolidated soil layers that limit root growth. For these reasons, soils of this area are often considered to have low productivity. However, there is a potential to develop soil and crop management systems that increase organic matter content in the soil and reduce the effects of compacted soil layers. Managing these soils with some sort of conservation agriculture system, such as non-inversion tillage or cover crops, can improve the profitability of farms in this region. A study was initiated in fall 2003 to determine the impact of tillage operations on cotton (Gossypium hirsutum L.) production. Three conservation tillage systems (no till, strip-till, and paratill) are under evaluation. Tillage is conducted in the fall or the spring. Two winter cover crop systems, rye (Secale cereale L.) and no cover, are also being compared. The cover crop is killed chemically before cotton planting and flattened with a roller-crimper. The flattened cover crop forms a mat that has been shown to suppress weed emergence and protects the soil from erosion. Additionally, the decomposing biomass from the cover crop should increase soil organic matter content overtime. Results from the first two years of this study indicate that rye has negatively impacted crop yields, reducing yields by 12.7 and 6.7 % in 2004 and 2005, respectively. This reduction in yield with rye use as a winter cover crop can probably be attributed to N immobilization in the soil. Spring tillage significantly increased cotton yield by 7.5% when compared to Fall tillage in 2004, while there were no differences in 2005. Furthermore, cotton yields in 2005 were similar between Fall and Spring tillage when compared to no-till. It is expected that some form of conservation tillage and winter cover will benefit crop production of this region in the long-term due to improved soil quality.