The effect of Bt-cotton, i.e. genetically modified cotton that contain genes expressing delta-endotoxin, on aphid, whitefly, chrysopid and coccinellid populations was determined with a two-year field study at a cotton farm near Marble Hall, South Africa. Although Bt-cotton is lepidopteran specific, non-lepidopteran arthropod populations may be indirectly influenced by the endotoxin. Abundance of aphid, whitefly, chrysopid and coccinellid populations and predator-prey interactions were used as measures to determine possible effects on the populations under investigation. The cultivation of Bt-cotton had no effect on aphid, whitefly, chrysopid or coccinellid abundance. Positive density dependent interactions occurred between aphids and coccinellids which were not influenced by Bt-cotton. A significant relationship between whitefly and coccinellid abundance, i.e. predator-prey reaction, occurred in the control and sprayed non-Bt cotton fields but was absent from the Bt-cotton fields.