SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                 Form 10-QSB/A

                                Amendment No. 1


(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31,2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 OR THE TRANSITION PERIOD FROM _______ TO _______

Commission file number 0-19333


                        Bion Environmental Technologies, Inc.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

                    Colorado                           84-1176672
            ----------------------------------------------------------
           (State or other jurisdiction of         (I.R.S. Employer
            incorporation or organization)          Identification No.)

     18 East 50th Street 10th Floor, New York, NY              10022
     ---------------------------------------------           ----------
        (Address of principal executive offices)             (Zip Code)

                               (212) 758-6622
           ----------------------------------------------------
           (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes X   No___

The number of shares outstanding of registrant's classes of common stock, as
of February 12, 2001: Common Stock, No Par Value, 13,072,797.

Transitional Small Business Disclosure Format (Check one): Yes ___ No  X











PART II

ITEM 2.   Changes in Securities and Use of Proceeds

     The following securities were sold in the quarter ended December 31, 2000
without registration under the Securities Act of 1933, as amended:

     Warrants
     ------------

     We issued 24,550 D2C-W Warrants on November 11, 2000 to a shareholder to
purchase restricted and legended stock at $2.50 per share.  These warrants are
exercisable from October 30, 2000 to June 30, 2004.  The warrants were
purchased for $2,700 of cash.

     Common Stock
     ------------

     We issued 6,112 shares of restricted and legended Common Stock to one
holder of Class X Warrants in exchange for their warrants.  20,373 Class X
Warrants were exchanged and we recorded $5,722 as additional expense related
to the beneficial value of the consideration received over the value of the
Warrants surrendered.

     Convertible Notes
     -----------------

      During the quarter ended December 31, 2000, we added $60,000 in
principal to the convertible bridge notes held by D2Co., LLC for management
fees.  We also added $108,717 of interest to the convertible notes listed in
Note 3 of the financial statements during the three months ended December 31
2000.

     The warrants, shares of our Common Stock and convertible notes, which
were issued pursuant to the transactions set forth above, were issued in
reliance upon the exemptions from registration afforded by Sections 3(b),
4(2), and/or other provisions of the Securities Act of 1933, as amended.  Each
of the persons to whom such securities were issued made an informed investment
decision based upon negotiation with us and was provided with appropriate
offering documents and/or access to material information regarding Bion.  We
believe that such persons had knowledge and experience in financial and
business matters such that they were capable of evaluating the merits and
risks of the acquisition of our Common Stock in connection with these
transactions.  All certificates representing such common shares bear an
appropriate legend restricting the transfer of such securities, except in
accordance with the Securities Act of 1933, as amended, and stop transfer
instructions have been provided to our transfer agent in accordance therewith.





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                               SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amendment to be signed on its behalf by the
undersigned thereunder duly authorized.


                              Bion Environmental Technologies, Inc.



                              By: /s/ David Fuller
                                  ----------------------------------------
                                  David Fuller, Authorized Officer and
                                  Principal Accounting Officer


Dated:  February 20, 2002


































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