Flumioxazin and fomesafen are commonly used to control glyphosate-resistant Palmer amaranth in cotton and other crops, thus increasing risk to select for Palmer amaranth biotypes resistant to protoporphyrinogen oxidase (PPO) inhibitors. A field experiment was conducted to determine the potential for fluridone and acetochlor to substitute for soil-applied PPO inhibitors in a Palmer amaranth management system with glufosinate applied twice POST and diuron plus MSMA POST-directed in conservation tillage cotton. Fluridone and flumioxazin applied preplant 23 to 34 d prior to planting were similarly effective. Fluridone and acetochlor plus diuron applied PRE controlled Palmer amaranth as well as fomesafen plus diuron PRE. All systems with preplant and PRE herbicides followed by glufosinate POST and diuron plus MSMA layby controlled Palmer amaranth well. Cotton yield did not differ among herbicide treatments. This research demonstrates that fluridone and acetochlor can substitute for soil-applied PPO-inhibiting herbicides in management systems for Palmer amaranth.