Abstract: Transgenic Bt cotton, engineered to continuously produce activated ?-endotoxins of the soil bacteria Bacillus thuringiensis, holds great promise in controlling Helicoverpa armigera and other lepidopteran pests. However, it also may impact the invertebrate community, which needs to be clarified. The effects of Bt cotton on two nontarget insects, Aphis gossypii and Orius sauteri, were assessed under semifield and laboratory conditions. Mean total duration of nymphal stages of A. gossypii was shorter (5.9 versus 6.3 d), and rm was higher (0.418 versus 0.394) on conventional Simian 3 (the most frequently planted non-Bt cotton in northern China) than on Bt transgenic NuCOTN 33B (the first Bt cotton commercially planted in China). Mean duration of fourth-instar O. sauteri was significantly longer on transgenic GK-12 (3.7 d) than on NuCOTN 33B (3.2 d), but no different from Simian 3. Mean total mortality was significantly lower on Simian 3 (3.7%) than on GK-12 (14.8%). During the fourth instar, the predator consumed a significantly higher number of prey on Simian 3 (202.3 prey) than on NuCOTN 33B (159.0), whereas the mean total number of A. gossypii prey consumed during the nymphal stage was significantly higher on Simian 3 (336.8 prey) and GK-12 (330.3 prey) than on NuCOTN 33B (275.7). No detrimental effects were detected on development (nymphs, adults, and progeny eggs), fecundity, longevity, and egg viability of O. sauteri on Bt cotton aphids compared with non-Bt cotton aphids. These results suggest that Bt cotton cultivars GK-12 and NuCOTN 33B have no direct effect on nontargets A. gossypii and O. sauteri. Germplasm divergence may account for the negative effects observed on A. gossypii and O. sauteri when reared on NuCOTN 33B or NuCOTN 33B-fed aphids. The biological meanings of the small difference observed between GK-12 and Simian 3 on survival of O. sauteri will require close monitoring over longer time periods.