A study of the level of field tolerance in cotton cultivars to the root-knot nematode that was initiated in 2005 was completed. This nematode is responsible for significant yield loss in much of the cotton-growing area of Arkansas, and there are no commercially available cultivars that are adapted to the mid-South with resistance. In the absence of true resistance to the nematode, cultivar tolerance levels to the nematode may be important. Tolerance, as used here, is defined as the ability of a cultivar to maintain acceptable yield while supporting a population of M. incognita that would cause yield suppression in a non-tolerant, susceptible cultivar. A field trial was conducted in both 2005 and 2006 in a field with a history of cotton monoculture and severe root-knot in Ashley Co., AR. Experimental design was a paired plot with main plots either receiving soil fumigation with 1,3 dichloropropene (Telone II) at 3 gallons per acre preplant or not receiving the fumigant. Subplots were eight commercial cotton cultivars. Plant growth and development as well as yield were evaluated. Nematode population densities, associated with each cultivar with and without Telone II, and root galling severity were also measured.