8-K

                    SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON DC  20549

                                 FORM 8-K



              Current Report Pursuant to Section 13 or 15(d) of
                     The Securities Exchange Act of 1934



                       Date of Report: August 3, 2000
                      (Date of earliest event reported)


                      Bion Environmental Technologies, Inc.
            (Exact Name of Registrant as Specified in its Charter




   Colorado                   0-19333                   84-1176672
- ---------------             ------------          ---------------------
  (State of                 (Commission              (I.R.S. Employer
Incorporation)                File No.)             Identification No.)





        7921 Southpark Plaza, Suite 200, Littleton, Colorado 80120
            (Address and Zip Code of Principal Executive Offices)






Registrant's telephone number including area code: (303) 738-0845
























ITEM 5.   OTHER EVENTS

     1.    Andrew Gould joined the Board of Directors of Bion Environmental
Technologies, Inc. ("we," "us" or "our") on August 10, 2000.  In addition to
his duties as a director, Mr. Gould, through Arthur P. Gould & Co., Inc., a
company that he owns ("APG"), will provide us with technology consulting
services on an average of at least ten (10) hours per month through August 31,
2002.  In exchange for these services, we have granted Mr. Gould options to
purchase 75,000 shares of our common stock at a price of $2.25 per share,
exercisable until December 31, 2003.  For the resume of Mr. Gould, see Exhibit
99.1 hereto.

     2.    On August 10, 2000, we and D2 Co., LLC ("D2") amended the
Management Agreement that we entered into on December 11, 1999 (see Form 8K
dated 12/11/99, Exhibit 10.1).  We amended the following provisions: (1) we
extended D2's services for an additional year; (2) we issued D2 1,500,000
additional warrants (1,000,000 exercisable at $3.50 per share and 500,000
exercisable at $6.00 per share, both until August 10, 2005);  and (3) we
amended provisions of the Shareholders' Agreement (see Form 8K dated 12/11/99,
Exhibit 10.3) concerning liquidity restrictions.  For details, see Exhibit
99.2 hereto.

     3.    Beginning August 10, 2000, Mr. Salvatore Zizza, one of our
directors, will also serve as our governmental affairs liaison and  provide
additional consulting services through September 1, 2002.   We granted  Mr.
Zizza options to purchase 75,000 shares of our common stock at a price of
$2.25 per share, exercisable until December 31, 2003 and issued him 100,000
Class J-2 warrants to purchase common stock at a price of $2.375 per share.
We will provide Mr. Zizza with office space in our New York City office.  For
details, see Exhibit 99.3 hereto.

     4.    Commencing August 3, 2000, and at various other effective dates
through the month of August, 2000, certain holders of our Class X Warrants and
Class Z Warrants, exchanged, in aggregate, 165,198 Class X Warrants and
5,425,440 Class Z Warrants for 863,399 restricted shares of our common stock.
This exchange occurred pursuant an agreement we had with the warrant holders
dated December 20, 1999 (see Form 8K dated 12/11/99, Exhibit 10.4, 10.9, and
10.13).  Mark A. Smith, Chairman of our Board (and affiliates and extended
family members of Mr. Smith) participated in this warrant exchange agreement.
For further details see Exhibit 99.4 hereto.

     5.    Effective January 1, 2001 (unless an earlier date is agreed upon),
certain holders of our Class X Warrants and Class Z Warrants, including
without limitation, Jon Northrop, Director and President, and Jere Northrop,
Director and Chief Technology Officer (and their extended families), agreed to
exchange, in aggregate, 462,742 Class X Warrants and 828,340 Class Z Warrants
for 263,082 restricted shares of our common stock. This exchange will occur
pursuant to the terms of agreements dated December 20, 1999 (see Form 8K dated
12/11/99, Exhibits 10.6, 10.7, 10.8, 10.11, and 10.12).  For details, see
Exhibit 99.5 hereto.

     6.    On August 11, 2000, we entered into an agreement to with James W.
Morris  & Associates, Inc. ("JWMA") to extend and broaden JWMA's consulting
services with us.  JWMA serves as our  Senior Technical Advisor with
responsibility for the study, evaluation, design and operational guidance for
our biologically based systems.  For further details, see Exhibit 99.6 hereto.






                                      2



     7.    On August 6, 2000, we entered into an agreement with Dream Maker
Dairy and Chris Northrop (collectively "CN").  This agreement addresses the
following:  (1) innovative technology development and implementation at Dream
Maker Dairy in Cowlesville, New York; (2)  loans from us to CN; (3)
amendments to the  existing contracts with CN; and (4) an option for us to
acquire and expand the Dream Maker Dairy in the future.  There is no family
relationship between Chris Northrop and either of Jon Northrop or Jere
Northrop.  For details see Exhibit 99.7 hereto.

     8.    On August 15, 2000, we proposed certain amended terms to holders of
our Convertible Bridge Notes (see Form 8K dated April 13, 2000, Exhibit 10.2).
The proposed amendments concern the following: (1) changes to conversion
procedures; (2) establishment of a minimum and maximum conversion price; and
(3) amended exercise price to the Bridge Warrants (see Form 8K date April 13,
2000, Exhibit 10.2).  This proposal is open until August 31, 2000.  There is
no assurance that a majority of note holders will accept the proposed amended
terms, as is required for the proposed amendment to be adopted.  The proposed
amendment establishes minimum and maximum levels at which conversions would
take place, depending upon the market price of our Common Stock at the time of
conversion.  For details see Exhibit 99.8 hereto.

     9.    On August  10, 2000, we initiated an exchange offer with holders
(current and former employees and consultants) of certain classes of options
issued under our existing option plans (and related S-8 registration
statement), which will be available until August 31, 2000.  In aggregate, we
have offered to exchange up to 415,360 new options, exercisable at $2.00 per
share until December 31, 2002 for up to 775,772 existing options with various
exercise prices between   $3.60 to $13.50 and expiration dates from October
31, 2000 to June 30, 2003.  There is no assurance that any existing options
will be exchanged or that any new options will be issued.  For details see
Exhibit 99.9 hereto.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Exhibits.

    NUMBER   DESCRIPTION

     99.1    Andrew Gould resume *

     99.2    D2 Agreement (August 10, 2000)*

     99.3    Salvatore Zizza Agreement (August 16, 2000)*

     99.4    Documents regarding Class X and Class Z Warrant Exchanges
             effective August, 2000*

     99.5    Documents regarding Class X and Class Z Warrant Exchanges
             effective January 1, 2001*

     99.6    James W. Morris & Associates, Inc. Agreement (August 17,2000)*

     99.7    Dream Maker Dairy Agreement (August 6, 2000)*

     99.8    Convertible Bridge Note Amendment Document*

     99.9    Option Exchange Offer Document*

* Filed herewith electronically
                                      3





                                   SIGNATURES

     As required by the Securities Exchange Act of 1934, we have had  this
report signed by the undersigned duly authorized officer.


                                  BION ENVIRONMENTAL TECHNOLOGIES, INC.


Date: August 18, 2000             By:/s/ Mark A. Smith
                                     Mark A. Smith, Secretary












































                                      4

EX-99.1

Andrew G. Gould
C/O BION ENVIRONMENTAL TECHNOLOGIES INC.
7921 SOUTHPARK PLAZA, SUITE 200
LITTLETON, CO 80120
DIRECT TEL 914-723-2560

                                EMPLOYMENT

1981 - present: ARTHUR P. GOULD & CO., LAKE SUCCESS, NEW YORK: merchant
bankers.  Managing Director, venture-finance, principal-finance, and
technology-transfer group. In international settings, raised capital,
recruited management, organized direct investments, organized corporate
partnerships for clients in fields including medical imaging, semiconductor
materials and devices, therapeutic and diagnostic medical devices, information
technology, natural resources, logistics, food production and processing,
industrial products, and consumer products. Initiated and negotiated formation
of merchant banking partnerships, and trained and supervised affiliates in
Tokyo, Japan, and Tel Aviv, Israel. Initiated and negotiated correspondent
relationships in France, Germany, Switzerland, People's Republic of China, and
Sweden.

1998 - 2000: DZ ISRAEL ASSOCIATES, TEL AVIV, ISRAEL: venture bankers and
investors. Special Principal, U.S. Representative and new business development
manager.

CURRENT BOARD MEMBERSHIPS

* Storlogic Ltd.: An Israeli/U.S. developer and manufacturer of
network-attached storage and other server hardware and software.

* Regency Stocks & Commodities Fund LP: A U.S. investment partnership trading
financial futures and equities using proprietary, systems-based trading
methods.

CURRENT LICENSES

Commodities Futures Trading Commission, 1998, Series 3

MISCELLANEOUS

Education: M.B.A., 1983, high honors: New York University (finance and
economics) B.A., 1976, cum laude: Yale University (philosophy)

Languages: Russian, German, Spanish, Polish, Chinese (fluent)
Italian, French, Portuguese, Yiddish, Hebrew (conversational)

EX-99.2

                                    AGREEMENT

     This Agreement, entered into this 10th day of August, 2000, by and
between and among Bion Environmental Technologies, Inc. and subsidiaries
(collectively "BION") and D2Co., LLC., ("D2"), amends and supplements the
Management Agreement dated December 23, 1999, between the parties ("Management
Agreement") and the Shareholders' Agreement dated December 23, 1999,
("Shareholders' Agreement") as follows:

     1.  The initial term set forth in paragraph 2 of the Management Agreement
shall be extended to December 31, 2003.

     2.  Paragraph 8(a) of the Management Agreement shall be amended to add
section 8(a)iii which shall read:

     in addition, the Company shall, effective August 10, 2000, issue to D2:

          a)  warrants to purchase 1,000,000 shares of its common stock at an
exercise price of $3.50 per share, which shall expire on August 10, 2005; and

          b)  warrants to purchase 500,000 shares of its common stock at an
exercise price of $6.00 per share, which shall expire on August 10, 2005.

     3.  Paragraph 4 of the Shareholders' Agreement shall be amended, subject
to approval by the other parties to the Shareholders' Agreement, to read as
follows:

          Disposition of Shares.  No shareholder shall transfer, sell, convey,
exchange, pledge or  otherwise dispose of ("Transfer") any Shares of the
Company except in connection with a sale of all or substantially all of the
outstanding stock of the Company or a merger of the Company with another
Person.  Notwithstanding the foregoing, a Shareholder shall be entitled to
effect any of the following transfers (each an "Exempt Transfer"): (i)
Transfers by a Shareholder to an entity wholly owned by it at all times
following such Transfer; (ii) Transfers pursuant to applicable laws of descent
and distribution to members of such Shareholder's Immediate Family, or
Transfers during the lifetime of such Shareholder to such Shareholder's
spouse, adult children or to a trust whose beneficiaries are members of such
Shareholder's Immediate Family, and (iii) Transfers of a number of Shares up
to the "Maximum Amount" (as defined below), computed cumulatively for all
Transfers made under this clause (iii) from and after the date hereof;
provided that, in the case of Exempt Transfers of  the types referenced in
clauses (i) and (ii) above, the restrictions contained in this section 4 will
continue to be applicable to Shares and the transferee of such Shares must
have agreed in writing to be bound by the terms and conditions of this
Agreement applicable to the Shareholder.  For purposes hereof, the "Maximum
Amount" shall be equal to (a) with respect to MAS, shares with a gross sales
price of up to $1,000,000 sold prior to December 31, 2001, (b) with respect to
JN and JNN, shares with the aggregate gross proceeds of up to $150,000 each,
sold prior to  December 31, 2001, and (c) in the event the Transfers referred
to in both clauses (a) and (b) have occurred prior to December 31, 2001, then
(1) with respect to MAS, shares with aggregate gross proceeds of up to an
additional $1,000,000 and (2) with respect to D2 Co., shares with aggregate
gross proceeds of up to $1,000,000 each sold prior to December 31, 2001.
Additionally, with respect to each of JN and JNN, the "Maximum Amount" shall
be increased to include: (i) sales required by paragraph 1 of Exhibits 10.6
and 10.7 to Bion's Form 8K dated 12/11/99; plus (ii) an additional $200,000
when the closing price of Bion's Common Stock has exceeded $5.00 for ten (10)
consecutive trading days. In the event the Company desires to enter into a
future financing transaction in which an additional or different lock-up
period on the transfer of shares has been requested, by a third party, each
Shareholder agrees to negotiate in good faith with the Company with respect to
the extent of any such additional Transfer restrictions.

     4.  All other provisions of the Management Agreement and the
Shareholders' Agreement remain in full force and effect and are incorporated
herein by reference.

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed the
10th day of August, 2000.


Bion Environmental Technologies, Inc.   D2 Co., LLC.


By:/s/ Mark Smith                       By:/s/
   Authorized Representative            Title______________________


The undersigned agree to the changes set forth in Paragraph 3 above:


/s/ Jon Northrop             /s/ Jere Northrop    /s/ Mark A. Smith
Jon Northrop                 Jere Northrop        Mark A. Smith


Dublin Holding, Ltd.                LoTayLingKyur, Inc.


By:/s/ Mark A. Smith                By:/s/ Mark A. Smith
   Authorized Representative           Authorized Representative

LTLK Defined Benefit Plan


By:/s/ Mark A. Smith
   Authorized Representative

EX-99.3

August 16, 2000



Salvatore J. Zizza
810 Seventh Avenue
27th Floor
New York, NY 10019

Dear Sal:

This letter will confirm your agreement to commit an average of thirty (30)
hours per month of your services for the next two (2) years (through September
1, 2002) to Bion Environmental Technologies, Inc. ("Bion"), which services, in
addition to your services on Bion's Board of Directors, shall include, without
limitation, work as Bion's government affairs liaison, directing Bion's
efforts to participate in the development of legislative and regulatory
solutions to the numerous environmental issues that impact Bion's business,
and an active "back-up" role in the management of Bion's operations and
financings.  During this period, Bion will provide you with office space
located at 18 East 50th , 10th Floor, New York City, NY 10022, and will issue
you options to purchase 75,000 shares of Bion common stock at a purchase price
of $2.25 per share, exercisable  until December 31, 2003, plus 100,000 Class
J-2 warrants to purchase Bion common stock at a purchase price of $2.38 per
share.

If this accurately represents your understanding of our agreement, please sign
below and return the letter to Bion's Colorado office.


                                     Yours,


                                     Mark A. Smith
                                     Chairman


Agreed this 16th day of August, 2000


/s/ Salvatore J. Zizza
Salvatore J. Zizza

EX-99.4

August 3, 2000

Bion Environmental Technologies, Inc.
7921 Southpark Place, Ste. 200
Littleton, CO 80120


To Whom It May Concern,

In keeping with our agreement, dated December 11, 1999, I am tendering the
enclosed Class Z and Class X warrants for exchange into restricted common
stock at the ratios of 0.15 shares per Z, 0.3 shares per X.

Although I am waiving my registrations rights as set forth in paragraph 2 of
the Agreement, I reserve the rights to equivalent ("piggyback") registration
rights on the shares.

If this is acceptable to Bion, please cancel the attached warrants and forward
the stock to my at my address below.

Yours truly,


/s/ Craig Scott
3252 E. Phillips Drive
Littleton, Co 80122






August 3, 2000

Bion Environmental Technologies, Inc.
7921 Southpark Place, Ste. 200
Littleton, CO 80120


To Whom It May Concern,

I am tendering the enclosed Class Z and Class X warrants for exchange into
restricted common stock at the ratios of 0.15 shares per Z, 0.3 shares per X.

I understand I will receive equivalent ("piggyback") registration rights on
the shares.

If this is acceptable to Bion, please cancel the attached warrants and forward
the stock to my at my address below.

Yours truly,


/s/ Julie Scott
14880 E. Evans Avenue
Aurora, Co 80014



                              WARRANT EXCHANGE

                               August 3, 2000


     On behalf of Dublin Holding Ltd., LTLK Defined Benefit Plan,
LOTAYLINGKYUR Foundation, all of whom were among the "First Parties" to an
agreement effective 12/20/99 set forth at Exhibit 10.4 to BION's Form 8-K
(dated 12/11/99) ("Agreements"), and on behalf of the other persons set forth
at Exhibit A hereto (collectively, "Exchangers"), pursuant to the terms of the
Agreement, I am tendering the Class Z and Class X warrants for BION for
exchange into restricted common stock of BION at ratios of .15 shares per
Class Z warrant and .3 shares per Class X warrant as per Exhibit A hereto.

     Please note that while the Exchangers are waiving their rights to receive
registered common stock of BION as set forth at paragraph 3 of the Agreement
and their demand registration rights as holders of the majority of the Class Z
warrants, the Exchangers reserve the right to equivalent demand registration
rights on the shares received hereby (and/or with respect to other BION
securities already owned by Exchangers).  Further note that since these
transactions are being made pursuant to the Agreement, they are within the
scope of paragraph 14 of the Agreement.

     If the above is agreeable to BION, please cancel the attached warrants
and issue the stock per Exhibit A and deliver to this office.  If not, please
return all warrants to this office.

Yours,

/s/ Mark A. Smith
Mark A. Smith


August 3, 2000




Bion Environmental Technologies, Inc.
7921 Southpark Place, Ste. 200
Littleton, CO 80120

Dear Bion:

On behalf of myself as a party to an agreement with Bion Environmental
Technologies, Inc., Inc. ("BION") effective December 20, 1999 set forth as
Exhibit 10.9 to BION's Form 8-K (dated December 11, 1999) ("Agreement"),
pursuant to the Agreement, I am tendering the Class Z and Class X warrants of
BION for exchange into restricted common stock of BION at ratios of 0.15 share
per Class Z Warrant and 0.3 share per Class X Warrant as per the Agreement.

Please note that while I am waiving the right to receive registered common
stock of BION as set forth at paragraph 2 of the Agreement, I reserve the
right to equivalent registration rights on the shares received hereby (and/or
with regard to other BION securities that I already own).

If the above is agreeable to BION, please cancel the attached warrants, issue
the stock and deliver the certificate to me.  If not, please return all
warrants to me.

Sincerely,

/s/ Duane Stutzman

EX-99.5

Harley E. Northrop
P.O. Box 188, Sherman Road
Westfield, New York 14787




August 3, 2000


Bion Environmental Technologies, Inc.
7921 Southpark Place, Suite 200
Littleton, Colorado 80202-3936

Dear Bion:

As a party to an agreement with Bion Environmental Technologies, Inc. ("BION")
effective December 20, 1999 set forth at Exhibit 10.10 to BION's Form 8-K
(dated December 11, 1999) ("Agreement"), pursuant to the terms of the
Agreement, I am tendering my Class Z and Class X warrants of BION for exchange
into restricted common stock of BION at ratios of 0.15 share per Class Z
Warrant and 0.3 share per Class X Warrant as per the Agreement effective as of
January 1, 2001 unless otherwise agreed to .  The warrant certificates will be
delivered to Bion's office on or before September 1, 2000.

Please note that while I am waiving my rights to receive registered common
stock of BION as set forth at paragraph 2 of the Agreement, I reserve the
right to equivalent registration rights on the share received hereby (and/or
with regard to other BION securities I already own).

If the above is agreeable to BION, please cancel the attached warrants and
issue the stock and deliver to me.  If not, please return all warrants to me.


                                   Very truly yours,


                                   /s/
                                   Harley E. Northrop


Jon Northrop
1922 West Sanibel Court
Littleton, Colorado 80120




August 3, 2000

Bion Environmental Technologies, Inc.
7921 Southpark Place, Suite 200
Littleton, Colorado 80202-3936


Dear Bion:

On behalf of myself as a party to an agreement with Bion Environmental
Technologies, Inc. ("BION") effective December 20, 1999 set forth at Exhibit
10.6 to BION's Form 8-K (dated December 11, 1999) ("Agreement"), and on behalf
of the other parties set forth at Exhibit A hereto (Collectively, the
"Exchangers"), pursuant to the terms of the Agreement, I am tendering the
Class Z and Class X Warrants of BION for exchange into restricted common stock
of BION at ratios of 0.15 share per Class Z Warrant and 0.3 share per Class X
Warrant as per the Agreement effective January 1, 2001 unless otherwise agreed
to.

Please note that while the Exchangers are waiving their rights to receive
restricted common stock of Bion as set forth at paragraph 2 of the Agreement,
the Exchangers reserve the right to equivalent registration rights on the
shares received hereby (and/or with regard to other BION securities already
owned by Exchangers). Further note that since these transactions are being
made pursuant to the Agreement, they are within the scope of paragraphs 1 and
3 of the Agreement.

If the above is agreeable to BION, please cancel the attached warrants and
issue the stock per Exhibit A and deliver to me.  If not , please return all
warrants to me.

                                   Very truly yours,

                                   /s/ Jon Northrop
                                   Jon Northrop

EX-99.6

August 17, 2000


James W. Morris
James W. Morris & Associates, Inc.
32 Stoneridge Circle
Standish, ME 04084

Dear James:

As per your discussions with Dominic Bassani, Bion Environmental Technologies,
Inc.'s ("Bion") COO, Bion is pleased to accept the offer (embodied in your
Memorandum dated June 27, 2000) to extend and broaden Bion's existing
agreement ("Prior Agreement") with James W. Morris & Associates, Inc. (JWMA).
Bion understands that JWMA will invoice a minimum of sixty (60) hours of
consulting services per month in the third quarter of 2000 (July-September),
in the fourth quarter of 2000 (October-December) the minimum invoiced amount
will increase to no fewer than ninety (90) hours per month on present
contractual terms.  Thereafter, for a twelve (12) month period commencing
January 1, 2001, you will forgo consulting business other than for Bion, with
the exception of your commitments to AnAerobics, Inc. and for very minor
(perhaps mutually beneficial) efforts with Bion's approval.  The AnAerobics,
Inc. minimum monthly time commitment will be reduced to fifty (50) hours per
month and this commitment is estimated to have a long-term average of fifty
(50) hours per month.  In consideration of these year 2001 services, Bion will
compensate the hours invoiced by JWMA at $120 per hour or a minimum of $10,800
per month and will issue to JWMA (or a designee) options to purchase 80,000
shares of Bion common stock at a purchase price of $2.20 per share,
exercisable until December 31, 2002.  All other terms of the Prior Agreement
will remain in full force and effect and are incorporated herein by reference.

If this accurately represents your understanding of our agreement, please sign
below and return the letter to Bion's Colorado office.

                                      Yours,

                                      Mark A. Smith
                                      Chairman

Agreed this 17th day of August, 2000

______________________
James W. Morris,
James W. Morris & Associates, Inc.

EX-99.7

                                   AGREEMENT

     It is agreed this 6th day of August, 200O, by and among Bion
Environmental Technologies, Inc. and subsidiaries (collectively "BION") and
Dream Maker Dairy and Chris Northrup (collectively "CN") (the "AGREEMENT") as
follows:

     WHEREAS, CN has a BION NMS System on the Dream Maker Dairy ("Site") (more
fully described in Exhibit A hereto), pursuant to existing agreements with
BION ("Initial Agreements"); and

     WHEREAS, the Initial Agreements were supplemented during Spring, 2000 to
allow BION to use the BION NMS System at the Site to develop and test a
computerized monitoring system ("CMS") component to the BION NMS System at
BION's expense ("2000 Agreement"); and

     WHEREAS, BION and CN wish to make further agreements concerning
modifications of the BION NMS and the CMS at the Site and, potentially,
ownership of the Site and related business assets (collectively "Dairy") by
BION;

     NOW THEREFORE IN CONSIDERATION of the mutual promised performances set
forth herein, in the Initial Agreements and/or the 2000 Agreement,

     1.  BION agrees to loan to CN the sum of $70,000 (U.S.), incorporating
the $10,000 loan effective June 29, 2000, which total new loan shall be
evidenced by a one year, 10% interest promissory  note executed by CN in the
form attached hereto as Exhibit B ("Note").  Such Note shall be secured by a
second lien on the Site.  CN shall provide BION with information concerning
CN's first mortgage on the Site, and, within a reasonable time, CN shall
execute such further real estate/security related documents as BION may
reasonably request to perfect its second lien under applicable law.

     2.  CN agrees to allow BION to modify the existing BION NMS System and
CMS on the Site at BION's cost in a mutually acceptable manner including,
without limitation, the undertaking of excavations and/or other construction,
and placement, removal or modification of equipment.  CN agrees that the CMS
(existing or modified) and all related assets and all equipment BION brings to
the Site in the course of the subject modifications and all related assets
and/or intellectual property connected therewith are the sole property of
BION.  If BION elects not to exercise the Option described in paragraph 4
below, BION agrees either, to be determined by mutual agreement, to return the
Site to its original condition or to make permanent the modifications as so to
enable CN to operate the NMS.  CN acknowledges that CN is bound by the
Confidentiality/Proprietary Information Agreement attached hereto as Exhibit
C.

     3.  BION will pay to CN or to third party contractors up to $15,000 of
development funds to carry out the projects set forth at Exhibit D, and other
such projects as may be identified.  All such third party contracts, as well
as any contracts, consultants or participants with CN shall execute a
Confidentiality/Proprietary Information Agreement prior to involvement in the
project.







     4.  CN hereby grants BION the option to purchase the entire Dairy
including, without limitation, the Site, all dairy cows, equipment, and other
inventory at a price equal to the sum of $484,000 (U.S.), the agreed upon
value of the Site, plus the finalized value, based on the market at the time
of closing, for the other business assets ("Option") which are currently
valued at $13,000 per cow for each of the existing 360 cows, totaling
$468,000, and $122,000 for the equipment.  The Option will be subject to the
following terms and conditions:

          a.  The option period will commence when:

              i.  plans, permits, environmental approvals, etc. are in place
in a manner consistent with the pro forma forecast, attached hereto as Exhibit
E and BION has received the necessary financing commitments; and

             ii.  BION and CN shall have reached agreement concerning
compensation of CN for services to the Dairy and BION after exercise of the
Option; and

          b.  The Option will extend for one (1) year; and

          c.  CN shall execute such real estate/lease documents as BION may
reasonably request to put this Option in a form that can be recorded under
applicable law.

It is the intent of the parties that BION will exercise the Option with all
deliberate speed.

     5.  From the date of this AGREEMENT through the date of exercise by BION
of the Option described in paragraph 4 above:

          a.  CN shall operate the Dairy in a businesslike manner, keeping the
Site and the Dairy free from encumbrances other than the first mortgage and
the obligations to BION; and

          b.  The Initial Agreements and this year 2000 Agreement are hereby
modified to provide that BION will be responsible for all costs of harvesting
the BION NMS and the CN shall be entitled to no participation in BionSoil
revenue.

     6.  CN agrees to provide all reasonable cooperation to BION in connection
with the installation, testing, modifying and operation of the NMS and CMS at
the Site.

     7.  No rights or obligations of CN under this Agreement may be assigned
without prior written consent of BION except to a successor or assignee of all
rights of CN in and to the Site who agrees to be bound by and assume all of
CN's obligations as set forth in this AGREEMENT.

     8.  This AGREEMENT will be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.  The
laws of the state where the Site is located, without regard to choice of law
principals, shall apply to the interpretation and construction of this
AGREEMENT.

     9.  Each provision of this AGREEMENT will be considered severable, and if
any provision of this AGREEMENT shall be invalid, illegal or unenforceable, it
will not affect or impair the validity, legality or enforceability of this
AGREEMENT itself, or of any other provision hereof.


                                       2



    10.  Notices and other communications required by this AGREEMENT or laws,
ordinances, rules, regulations and orders of public authorities, or permitted
to be given hereunder, will be in writing, and will be deemed given to a party
when delivered personally, or five (5) days after being deposited in the
United States mail with sufficient postage affixed registered or certified and
return receipt requested, addressed to such part at the address below:

     To BION at:  Bion Environmental Technologies, Inc.
                  7921 Southpark Plaza, Suite 200
                  Littleton, CO 80120
                  303.738.0845 (phone)
                  303.703.3637 (fax)

     To CN at:    Chris Northrop
                  Dream Maker Dairy
                  1970 Folsomdale Road
                  Cowlesville, NY  14037
                  716.655.5110 (phone and fax)

or any such other address or addresses as may be given by either of them to
the other in writing from time to time.

   11.  CN agrees to indemnify, defend and hold harmless BION and BION's
employees and agents from any claim, loss, damage, cost, expense or liability
arising out of or relating to the gross negligence or willful misconduct of CN
or CN's employees or agents in connection with any services to be performed or
provided by CN under this AGREEMENT.  CN agrees that the services provided by
BION are specific consideration for this provision.  BION agrees to indemnify,
defend and hold harmless CN and CN's employees and agents from any claim,
loss, damage, cost, expense or liability arising out of or relating to the
gross negligence or wilful misconduct of BION or BION's employees or agents in
connection with any services to be performed or provided by BION under this
Agreement. BION further agrees that it will take responsibility for the repair
and remediation of any negative environmental impacts that result from the
operation of the system during the trial period and until such time as the
systems are return to CN's control.

     IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed
on the 6 day of August, 2000.



BION                                           CN



By:/s/ John Northrop                           By:/s/ Chris Northrop
Authorized Representative                      Title:  Owner








                                      3

EX-99.8

August 10, 2000



Dear _________________,

Bion Environmental Technologies, Inc. (the "Company") is proposing to amend
Section 2(a) of the Bion Environmental Technologies, Inc. Convertible Bridge
Notes issued pursuant to the Private Placement Memorandum dated December 29,
1999 (the "Notes") as well as the introductory paragraph of  the Bion
Environmental Technologies, Inc. Bridge Warrants (the "Warrants") issued as
part of the same offering. According to our records you hold such Notes and
Warrants as set forth on the attached Exhibit A.  Capitalized terms utilized
herein and not otherwise defined shall have the meanings given to them in the
Notes.

Section 2(a) of the Notes currently states as follows:

2(a)   Prepayment or Conversion   In the event the Company shall issue any
capital stock (or instrument convertible into capital stock) ("Stock") of the
Company subsequent to the issuance of at least $1,000,000 of Convertible
Bridge Notes pursuant to the offering in which this Note was issued, for an
aggregate purchase price of at least $5,000,000 (exclusive of the sale of the
Notes), pursuant to a public or private offering (an "Offering"), then, at the
Company's option, either (i) the Company shall prepay the Notes, without
penalty or premium, no later than 30 days following the close of  the Offering
or (ii) the Notes shall be converted ("Conversion") into such number of shares
of the Stock of the Company as is equal to the Conversion Amount (as defined
below) divided by the then current Conversion Price (as defined below).  The
Conversion Amount shall be the aggregate principal value of the Notes held by
such Holder plus any accrued and unpaid interest.  The Conversion Price shall
be the price paid for one share of Stock issued in the Offering, subject to
adjustment as provided below.

This paragraph will be amended so that the above paragraph will become
paragraph 2(a)(i) and the following subsections (ii) and (iii) will be added
directly thereunder:

(ii)   A Holder may, at any time, convert the Notes into such number of shares
of Stock of the Company as is equal to the aggregate principal value of the
Notes held by such Holder, plus any accrued and unpaid interest, divided by
the then current market price of the Company's Common Stock. However, should
the market price of the Common Stock at the time of Conversion be less than
$3.00 per share, the conversion price, under this paragraph 2(a)(ii), shall be
$3.00, and if the market price at the time of Conversion is greater than $5.00
per share, the conversion price, under this paragraph 2(a)(ii), shall be
$5.00.

(iii)   Should the Holder of this Note not convert the Note into shares of
Stock of the Company pursuant to this Section 2(a) on or prior to one year
from the date of issuance of this Note, then the Note shall, at that time, be
immediately convertible into shares of the Company's Common Stock pursuant to
the terms of Section 2(a)(ii) herein.

The introductory paragraph of  the Warrants states that the Warrant (exercise)
Price of such Warrants is $2.375.  As an inducement to Holders to agree to the
above-described amendment to the Notes, the Company agrees to amend this
paragraph in the Warrant of each Holder whose Note is amended as set forth
above to provide that the Warrant Price shall be $2.00 instead of $2.375.

In order to amend your Warrant and Note,  the Company must receive your
written approval of such amendments. Therefore, please sign a copy of this
letter in the space provided below and return it to the Company no later than
August 31, 2000.  The Note and Warrant of every Holder whose consent to the
amendment is received by August 31, 2000 will be deemed amended.  Any consents
received after that date will not be accepted.  However, in accordance with
Section 10(a) of the Notes, should a majority of the Holders consent to the
amendment on or prior to August 31, 2000, the Notes of all Holders will be
deemed amended.

It is important for you to note that you will be required to pay income tax on
the difference, if any, between the new exercise price of the Warrants and the
market price of the underlying shares on the date of the exchange to the
extent that the market price is greater than the exercise price.

If you have any questions, please contact me at 303-413-9456 or Dominic
Bassani at 631-499-4930.  Copies of the Company's latest Form 10-KSB, Form
10-QSB and Form 8-K are available at the office of the Company.


BION ENVIRONMENTAL TECHNOLOGIES, INC.


By:/s/ Mark A. Smith
   Mark A. Smith, Chairman


I have reviewed the proposed amendments to the Notes and Warrants  and agree
to such  amendments to my Notes and Warrants.


______________________________      ________________
(signature)                         (date)

______________________________
(printed name)

EX-99.9

August 10, 2000

Employee:

Dear Employee:

Bion Environmental Technologies, Inc. ("Bion") is offering its employees and
other persons who own options under Bion's Option Plans the opportunity to
exchange certain outstanding options effective August 10, 2000 (the "Exchange
Offering").  The options involved are those with exercise prices of $3.60 per
share or greater ("Existing Options").  The offer is designed to permit you to
exchange these Existing Options for a smaller number of new options that will
have an exercise price of $2.00 per share, exercisable until December 31, 2002
("New Options"), on an all-or-none basis.

An "Exchange Value" has been determined by Bion's accountants using a
"Black-Scholes" calculation for the Existing Options and the New Options.
These Exchange Values, which are only relative values and do not represent
actual fair market values, have been used to calculate the number of New
Options you will receive if you elect to exchange all of your Existing Options
for New Options.  In addition, Bion is providing a 5% premium to the Exchange
Value of the Existing Options as an incentive for participation in the
Exchange Offering.

Our records show that you currently own the Existing Options set forth on
Exhibit A.  These would be exchanged for the number of New Options also set
forth on Exhibit A.  All vesting provisions will remain unchanged.  See
Exhibit A.

It is important to note that: 1) you will receive a smaller number of New
Options than Existing Options if you elect to participate in the Exchange
Offering; 2) at current market prices, the New Options will be "in the money"
at a lower stock price than the Existing Options; and 3) you will be
exchanging all of your Existing Options for New Options.

Copies of our Option Plans and our most recent Forms 10-KSB, 10-QSB and 8-K
filings are available in each Bion office for your review.  If you would like
copies of any or all of these documents, please call me at the above telephone
number and I will have them sent to you.

The Exchange Offering will continue until August 31, 2000.

It is important that you review all materials carefully and sign and return
this letter if you wish to participate in the Exchange Offering.  If you do
not elect to participate, your Existing Options will remain unchanged.  If you
have questions regarding the Exchange Offering, please do not hesitate to call
me, Dominic Bassani, or Duane Stutzman.

Sincerely,

/s/ Mark A. Smith
Mark A. Smith,
Chairman

Accepted by:_____________________      Date: _____________
            (signature)

            _____________________
              (printed name)