EXHIBIT 99.4


ANDREW G. GOULD
164 Lyons Road
Scarsdale, New York  10583
Tel 914-723-2560 * email andrew@gouldco.com



By Fax and Certified Mail


February 14, 2003


Bion Environmental Technologies, Inc.
18 East 50th St., 10th Floor
New York, NY  10022
Fax 212-758-8844

Gentlemen:

Based on the conference-call update received by the Bion Board of Directors
from the Chief Executive Officer earlier this week, in which we were informed
of the company's emerging business challenges and continuing efforts by the
company's management to raise capital, it has become clear to me that Bion is
going to need a Board whose members can be directly engaged in the company's
capital-formation and other affairs.  Moreover, it is clear that the frequency
and intensity of this engagement is likely to increase beyond the sort of
support that can be provided by an outside Board member who has other full-
time commitments.  In light of this update, I have taken stock of my current
business commitments and have concluded that it is impractical for me to
continue as an outside member of Bion's Board of Directors.

Accordingly, and effective immediately, I resign as a member of the Board of
Directors of Bion Environmental Technologies, Inc.  I appreciate the
opportunity to have served on the Board, and I wish you well with Bion's
activities.

Sincerely,


/s/ Andrew G. Gould

Andrew G. Gould