Over 90 percent of the wastewater treatment plants in Iran use activated sludge process. Due to increase in organic loading rates, most of these plants do not have appropriate performance. For upgrading these systems and decreasing production of the excess sludge, a UASB reactor can be used as pretreatment for decreasing the organic loading prior to the activated sludge system. Also for improving the effluent quality, a membrane can be replaced for secondary sedimentation tank, i.e. changing activated sludge to membrane bioreactor. In this study, the effect of significant changes in feed composition, due to the introduction of UASB reactor; have been investigated on the population of filamentous bacteria, COD and TS removal efficiency and membrane fouling. The results showed that the population of filamentous bacteria increased rapidly from 5 to 100 Count/µL. However, this increase does not have considerable effect on membrane fouling. With increasing MLSS concentration, the number of filamentous bacteria increased from 100 to 400Count/µL. As a result, the trans membrane pressure was raised from 1.5 to 3kpa and overall membrane resistance was increased against the effluent flux. For reducing the filamentous bacteria, a dose of 20 g Cl2 /Kg MLSS was added in few intervals for two days. It was also found the number of filamentous bacteria decreased from 400 to 100 after 5 days without decreasing the other microorganisms’ population significantly. The trans membrane pressure was also retained without any further increase.