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: February 7, 2003
                      ---------------------------------
                      (Date of earliest event reported)




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




         Colorado                  001-31437               84-1176672
   ------------------------    ---------------------    -------------------
   (State of Incorporation)    (Commission File No.)    (I.R.S. Employer
                                                         Identification No.)




                   18 East 50th Street, New York, NY  10022
             -----------------------------------------------------
             (Address and Zip Code of Principal Executive Offices)




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




Item 5.  Other Events.

CHANGES IN OUR MANAGEMENT.

     The following changes in our management have recently occurred:

     *    On February 7, 2003, as a result of cost-cutting measures, Mr.
          David Fuller was terminated as our Principal Accounting Officer.
          The duties of the Principal Accounting Officer will now be
          performed by Mr. Lawrence Danziger, our Chief Financial Officer.

     *    In a letter dated February 10, 2003, and effective February 1,
          2003, Mr. Salvatore J. Zizza resigned as our President and Chief
          Operating Officer citing that he was not able to devote the time
          necessary to perform such duties.

AGREEMENT WITH CENTERPOINT CORPORATION.

     Effective February 12, 2003, in order to eliminate an impediment to a
possible future financing, we entered into an agreement with Centerpoint
Corporation, our majority -owned subsidiary, to immediately cancel Section 2.4
"Post-Closing Adjustment" and Section 1.2(b) "Failure to Register or Lapse of
Effectiveness" from the January 2002 Subscription Agreement between us and
Centerpoint.  Our management believes that it is in the best interests of all
of the shareholders of both companies that these obstacles to a possible
future financing be removed.  As majority stockholder, we have a fiduciary
obligation to act in the best interests of the Centerpoint minority
stockholders.

     As consideration to Centerpoint for canceling the sections noted above,
we forgave all amounts due from Centerpoint, totaling approximately $500,000.
In addition, we returned to Centerpoint for cancellation warrants to purchase
one million shares of Centerpoint's common stock.

LIQUIDITY UPDATE.

     During the period January 10, 2003 through February 13, 2003, D2 advanced
the Company $245,000.

     At approximately the close of business on February 11, 2003, we were
informed by potential investors that they would not proceed with a planned
financing because of current market conditions. As a result, we were unable to
proceed with a pending bridge financing because the bridge financing was
intended to be repaid from funds that were to be provided from the expected
financing that was terminated by the potential investors.  Due to liquidity
issues, we have informed all of our employees that we do not currently have
enough cash on hand to pay our employees after the 15th of this month.

     Although we are currently seeking other outside sources of capital, as of
this date we have not been able to secure financing that is necessary for our
current and future operations and there can be no assurance that sufficient
funds will be available from external sources. Further, there can be no
assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significantly dilutive effect on
our existing shareholders. Since we do not yet have the ability to generate
cash flow from operations, we will be forced to substantially curtail or cease
our current business activities if we are not able to immediately raise
capital from outside sources. This would have a material adverse effect on our
business and our shareholders.


                                  2


     The level of funding required to accomplish our objectives is ultimately
dependent on the success of our research and development efforts, which at
this time is unknown.

Item 7. Financial Statements and Exhibits.

     The following documents are filed as exhibits to this Form 8-K:

     Exhibit No.   Description

        10.1       Agreement between Bion Environmental Technologies, Inc. and
                   Centerpoint Corporation canceling provisions of the
                   Subscription Agreement by and between Bion Environmental
                   Technologies, Inc. and Centerpoint Corporation

        99.1       Resignation Letter from Salvatore Zizza from the positions
                   of President and Chief Operating Officer


                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   BION ENVIRONMENTAL TECHNOLOGIES, INC.


Date: February 13, 2003            By: /s/ Lawrence R. Danziger
                                      -------------------------------------
                                      Lawrence R. Danziger
                                      Chief Financial Officer




























                                   3

EX-10

EXHIBIT 10.1


                                AGREEMENT

It is agreed by and between Bion Environmental Technologies, Inc. ("Bion"),
and Centerpoint Corporation, ("CPTX"), effective February 12, 2003 as follows:

1.   Bion shall:

     a) cancel all sums owed to Bion by CPTX including those evidenced by the
     promissory note attached hereto as Exhibit A;

     b) return 1,000,000 warrants of CPTX, attached hereto as Exhibit B, for
     cancellation

     c) use its best efforts to process the registration statement regarding
     distribution of Bion common stock owned by CPTX (the "Shares") to CPTX's
     shareholders

     d) provide the services of Larry Danziger (and office staff), together
     with office space, through a date no earlier than 90 days after
     distribution of the Shares to CPTX's shareholders at no cost to CPTX;
     and

     e) upon closing of Bion's financing, provide to CPTX such sums as are
     reasonably needed to pay direct expenses related to
     registration/distribution of the Shares and CPTX's share of costs
     related to necessary tax filings.

2.   a) CPTX shall immediately cancel all "ratchet" and "penalty" provisions
     in existing agreements between Bion and CPTX (see Exhibit C); and

     b) to the extent that CPTX acquires any Bion securities from OAM S.p.A.,
     CPTX agrees to cancel all "ratchet" and "penalty" provisions related to
     such securities; and

     c) use its best efforts to distribute the Shares to its shareholders
     upon effectiveness of a registration statement.

3.   Bion and CPTX each agrees to take all necessary actions, including,
     without limitation, execution of additional documents, as may be
     reasonably needed to carry out the purposes of this agreement.


Bion Environmental Technologies, Inc     Centerpoint Corporation


/s/ David Mitchell                        /s/ Mark A. Smith
- ------------------------------            --------------------------------
By: David Mitchell                        By: Mark A. Smith

Dated: 2/12/03                            Dated: 2/11/03

EX-99

EXHIBIT 99.1


                              Salvatore J. Zizza
                     Bion Environmental Technologies, Inc.
                              18 East 50th Street
                           New York, New York  10022



February 10, 2003



Mr. David Mitchell
Chairman
Bion Environmental Technologies
18 East 50th Street
New York, New York  10022

Dear David:

I have considered the terms under which we agreed for me to become President
and Chief Operating Officer and come to the conclusion after functioning in
the role for one month, that the situation in order to succeed will need much
more time which I do not have.

Therefore, please accept this letter as my notification that I am hereby
resigning effective February 1, 2003.

I'm sorry that the proposed role for me was not able to go further; however,
it is the appropriate decision at this time.

Very truly yours,


/s/ Salvatore J. Zizza
Salvatore J. Zizza