Thrips (Thysanoptera:Thripidae) and tarnished plant bug, Lygus lineolaris (Hemiptera: Miridae), are among the most important insect pests of cotton, Gosssypium hirsutum, in the mid-southern United States. These pests are currently managed primarily by insecticides; however, a new Bt toxin, Cry51Aa2.834_16 is under evaluation for control of thrips and tarnished plant bug. Experiments were conducted to evaluate the behavioral response of thrips and tarnished plant bug to Bt Cry51Aa2.834_16. Adult thrips avoided Bt Cry51Aa2.834_16 cotton in field choice tests and in separate field tests of Bt and non-Bt cotton not treated with insecticides. In a greenhouse choice test, approximately twice as many adult thrips and eggs were found on non-Bt compared with Bt Cry51Aa2.834_16 cotton. Similarly, in a field test of nontreated Bt Cry51Aa2.834_16 and non-Bt cotton, 68% of adult thrips collected were found on non-Bt cotton. In cotton that was not sprayed with insecticides, Bt Cry51Aa2.834_16 did not affect the distribution of tarnished plant bug within the canopy, although more square and flower injury was caused by tarnished plant bug in non-Bt cotton. Adult tarnished plant bug exhibited a nonpreference for diet containing lyophilized Bt Cry51Aa2.834_16 leaves and for excised Bt Cry51Aa2.834_16 squares in choice tests with non-Bt squares.The behavioral responses of these pests when exposed to this new Bt toxin will play a key role in the efficacy and potential resistance management strategies if this new technology is incorporated in an overall cotton insect pest management system.