Form 12b-25
                                     
                  U.S. SECURITIES AND EXCHANGE COMMISSION
                                     
                          WASHINGTON, D.C. 20459
                                     
                                FORM 12B-25
                                     
                        NOTIFICATION OF LATE FILING
                                     
                               (Check One):
[ ] Form 10-K and 10-KSB  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-QSB
[X] Form N-SAR
     For Period Ended:                               _________________
     [ ] Transition Report on Form 10-K
     [ ] Transition Report on Form 20-F
     [ ] Transition Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR
     For the Transition Period Ended:


     Read Attached Instruction Sheet Before Preparing Form.  Please Print
or Type.
     Nothing in this form shall be construed to imply that the Commission
     has verified any information contained herein.


     If the notification related to a portion of the filing checked above,
identify the Item(s) to which the notification relates:



Part I-Registrant Information


     BION ENVIRONMENTAL TECHNOLOGIES, INC.
     (Full name of Registrant)

 ...........................................................................
 ...........................................................................
 .........................
     555 17TH STREET, SUITE 3310
     (Address of Principal Executive Office)

 ...........................................................................
 ...........................................................................
 .........................
     DENVER, COLORADO  80202
     (City State Zip)

Part II.Rules 12b.25(b) and (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b.25(b), the
following should be completed. (Check box if appropriate)

       (a) The reasons described in reasonable detail in Part III of this
       form could not be eliminated without unreasonable effort or
       expense;

X      (b)  The  subject  annual  report,  semi-annual  report,  transition
       report on Form 10.K, Form 10-KSB, Form 20-F, 11.K or Form N.SAR,  or
       portion  thereof  will be filed on or before the fifteenth  calendar
       day  following  the  prescribed due date; or the  subject  quarterly
       report  or transition report on Form 10.Q or Fprm 10-QSB, or portion
       thereof  will be filed on or before the fifth calendar day following
       the prescribe due date; and

     (c) The accountant's statement or other exhibit required by Rule
12b.25(c) has been attached if applicable.

Part III. Narrative


State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-
F, 11-K, 10-Q and 10-QSB, N-SAR or the transition report or portion thereof
could not be filed within the prescribed time period.

     More time is needed to accumulate information.


Part IV. Other Information

     (1) Name and telephone number of person to contact in regard to this
notification

                             M. Duane Stutzman
(303)                             294-0750
               (Name)                 (Area Code)    (Telephone Number)
       (2)  Have  all other periodic reports required under section  13  or
       15(d)  of the Securities Exchange Act of 1934 or section 30  of  the
       Investment  Company Act of 1940 during the preceding  12  months  or
       for  such  shorter period that the registrant was required  to  file
       such   report(s)  been  filed?   If  the  answer  is  no,   identify
       report(s).
                                               [X] Yes          [ ] No
      (3) Is it anticipated that any significant change in results of
      operations from the corresponding period for the last fiscal year
      will be reflected by the earnings statements to be included in the
      subject report or portion thereof?
                                               [ ] Yes          [X] No

     If so, attach an explanation of the anticipated change, both
     narratively and quantitatively, and, if appropriate, state the reasons
     why a reasonable estimate of the results cannot be made.


                   BION ENVIRONMENTAL TECHNOLOGIES, INC.
                                     
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date February 14, 1997   /s/ M. Duane Stutzman, Chief Financial Officer
INSTRUCTION:  The form may be signed by an executive officer of the
registrant or by any other duly authorized representative.  The name and
title of the person signing the form shall be typed or printed beneath the
signature.  If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.


                                 ATTENTION
     Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).