Two biopesticides Serratia marcescens [Eubacteriales: Enterobacteria] (used at MC50 , concentration caused 50% malformation )and Bacillus thuringiensis Var. kurstaki (used at LC50) and insect growth regulator Teflubenzuron (used at LC 50 value) were used for treatment of larvae of cotton leaf worm , Spodoptera littoralis (Boisd.) . Sequential combined Effect was carried out by treating 2nd instar larvae with LC50 value of B. thuringiensis or Teflubenzuron then the larvae allowed to pupate on sawdust treated with S. marcescens at MC50 .The effect of these three agents were assessed by toxicity , fecundity , fertility , phosphatases activity and total carbohydrates . The obtained results revealed that Teflubenzuron is a potent toxin ( LC50 = 0.113 ppm ) compared to B. thuringiensis ( LC50 = 165.64 ppm ). On the other hand, the mode of action of S. marcescens is through malformation, the malformation concentration fifty (MC50) is 3.09x108 colony forming unit/ml (cfu/ml) . All treatments caused a significant reduction in fecundity and fertility. The sequential combined effect showed more reducing effect on the fecundity and fertility than the individual treatments. Moreover, the activity of phosphatases and total carbohydrates were significantly fluctuated during the different periods of pupal stage. The sequential combined effect of Teflubenzuron with S.marcescence caused more significant effect on alkaline phosphatase activity than the individual treatment with S.marcescence but it was somewhat similar to Teflubenzuron. Also the sequential combined effect treatment of B. thureinginsis with S.marcescence had more effect than the individual treatment either with S.marcescence or B. thureinginsis. Moreover, all treatments caused significant decreases in total carbohydrates during the pupal stage and the sequential combined effect treatments had more decreasing effect than the individual treatments. According to the obtained result, S.marcescence could be considered as a biopesticide , and become more effective when used in sequential treatment with either Teflubenzuron or B. thuringiensis .