In fall 2000, an on-farm sustainable agricultural research project was established for cotton, Gossypium hirsutum L., in Tift County, Georgia. The objective of our 2-yr research project was to determine the impact of several cover crops on pest and predator insects in cotton. The five cover crop treatments included 1) cereal rye, Secale cereale L., a standard grass cover crop; 2) crimson clover, Trifolium incarnatum L., a standard legume cover crop; 3) a legume mixture of balansa clover, Trifolium michelianum Savi; crimson clover; and hairy vetch, Vicia villosa Roth; 4) a legume mixture rye combination; and 5) no cover crop in conventionally tilled fields. Three main groups or species of pests were collected in cover crops and cotton: 1) the heliothines Heliothis virescens (F.) and Helicoverpa zea (Boddie); 2) the tarnished plant bug, Lygus lineolaris (Palisot de Beauvois); and 3) stink bugs. The main stink bugs collected were the southern green stink bug, Nezara viridula (L.); the brown stink bug, Euschistus servus (Say); and the green stink bug, Acrosternum hilare (Say). Cotton aphids, Aphis gossypii Glover, were collected only on cotton. For both years of the study, the heliothines were the only pests that exceeded their economic threshold in cotton, and the number of times this threshold was exceeded in cotton was higher in control cotton than in crimson clover and rye cotton. Heliothine predators and aphidophagous lady beetles occurred in cover crops and cotton during both years of the experiment. Geocoris punctipes (Say), Orius insidiosus (Say), and red imported fire ant, Solenopsis invicta Buren were relatively the most abundant heliothine predators observed. Lady beetles included the convergent lady beetle, Hippodamia convergens Guérin-Méneville; the sevenspotted lady beetle, Coccinella septempunctata L.; spotted lady beetle, Coleomegilla maculata (DeGeer); and the multicolored Asian lady beetle, Harmonia axyridis (Pallas). Density of G. punctipes was higher in cotton fields previously planted in crimson clover compared with control cotton fields for all combined sampling dates in 2001. Intercropping cotton in live strips of cover crop was probably responsible for the relay of G. punctipes onto cotton in these crimson clover fields. Density of O. insidiosus was not significantly different between cover crop and control cotton fields. Lady beetles seemed to relay from cover crops into cotton. Conservation of the habitat of fire ants during planting probably was responsible for the higher density of red imported fire ants observed in all conservation tillage cotton fields relative to control cotton fields. Reduction in the number of times in which economic thresholds for heliothines were exceeded in crimson clover and rye compared with control fields indicated that the buildup of predaceous fire ants and G. punctipes in these cover crops subsequently resulted in reduction in the level of heliothines in conservation tillage cotton with these cover crops compared with conventional tillage cotton without cover crops.