The southern root-knot nematode (RKN), Meloidogyne incognita (Kofoid and White) Chitwood, is a major pest of cotton (Gossypium hirsutum L.). A high level of resistance has been identified in eight germplasm lines; however, these lines are not as productive in yield as current cultivars. This study was conducted to determine the possibility of using F-2 populations from crosses of these RKN resistant germplasm lines with five current cultivars as a means of combining RKN resistance with high yield potential. Two F-2 populations were evaluated for their level of nematode resistance. Resistance in these F-2 populations was greater than the cultivar parents but less than the RKN resistant germplasm parents. The resistance level of the F-2 population, however, was nearer the germplasm parent than the cultivar parent, indicating that the F-2 hybrids possess a useful level of resistance. Yield and fiber properties among the F-2 hybrids indicated that by careful selection of parents, F-2 populations that were equal in yield and fiber quality to the best of the cultivar parents could be produced. Results of this study indicate that F-2 populations may provide a rapid way to combine high levels of RKN resistance with the higher yield and superior fiber properties of current cultivars.