Reduced plant populations often occur when cotton (Gossypium hirsutum L.) is grown in conservation tillage systems. Our objectives were to determine the potential of exploiting hybrid vigor in F-2 cotton to improve stand establishment and yield in conservation tillage systems and to compare the expression of heterosis in this system with that in a conventional tillage system. This held study was conducted in 1991, 1992, and 1994 on a Norfolk loamy sand soil (fine-loamy, silicious, thermic, Typic Kandiudult) near Florence, SC. Five cotton cultivars were crossed in a half-diallel design to generate 10 F-2 generation genotypes. The parent and F-2 generations were planted into conservation tillage plots that had desiccated crimson clover (Trifolium incarnatum L.) as a surface mulch and into conventional tillage plots, Cotton stands were similar for both generations in both tillage systems in 1991. At 2 wk after planting in 1992, a tillage x (Parent vs, F-2) interaction (P less than or equal to 0.05) occurred for plant population as stands in conventional tillage were 7.5 and 8.4 plants m(-1) for the parent and F-2 generations, respectively, while stands in conservation tillage were 4.1 plants m(-1) for the parents and 4.2 plants m(-1) for the F-2 generation. At 2 wk after planting in 1994, stands of the F-2 generation were 1.3 plants m(-1) greater than the parents averaged over both tillage systems, Yield differences occurred only in 1992, when the F-2 generation had greater lint yield than the parents in both tillage systems. The results suggest that growing F-2 genotypes may improve cotton stand establishment and yield under certain conditions in conservation tillage systems, but the amount of improvement will be similar to that found in conventional tillage.