8-K

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 of 15(d) of the
                         Securities Exchange Act of 1934


                                 March 31, 2010
               ------------------------------------------------
               Date of Report (date of earliest event reported)


                    BION ENVIRONMENTAL TECHNOLOGIES, INC.
             ----------------------------------------------------
             Exact name of Registrant as Specified in its Charter

         Colorado                 000-19333                84-1176672
- ---------------------------    ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number


           Box 566/1774 Summitview Way, Crestone, Colorado 81131
         ----------------------------------------------------------
         Address of Principal Executive Offices, Including Zip Code

                                (212) 758-6622
             --------------------------------------------------
             Registrant's Telephone Number, Including Area Code

                                 Not applicable
          -----------------------------------------------------------
          Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

     The Company has concluded an offering of its Series C Convertible
Preferred Shares.  The private placement was made to accredited investors
under Rule 506 of Regulation D under the Securities Act of 1933, as amended.
The placement agent for the offering, Capital Financial Services, Inc., of
Minot, North Dakota, sold 15,400 shares of the Series C Preferred Stock which
generated gross proceeds of $1,540,000.  After deducting commissions and
placement agent fees of $169,400 and a non-accountable expense allowance of
$30,800, the Company received approximately $1,339,900 in net proceeds.

     The Series B Preferred Shares are convertible into shares of the
Company's common stock at a conversion rate of $4.00 per share at the
election of the holders.  Under certain conditions, the shares may be
mandatorily converted to the Company's common stock.  The shares will pay
dividends at the rate of 2.5% per quarter (10% per annum).  For a complete
description of the Series C Convertible Preferred Shares, see Exhibit 3.1 of
the Company's Form 10-Q for the three months ended December 31, 2009.

ITEM 7.01  REGULATION FD DISCLOSURE.

     The Company has issued a press release regarding the closing of the
offering discussed in Item 3.02 above.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable.

     (b)  Pro Forma Financial Information

          Not Applicable.

     (c)  Shell Company Transactions

          Not Applicable.

     (d)  Exhibits

          Exhibit 99.1  Preferred Offering Press Release dated
                        April 8, 2010



                                  SIGNATURE

     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:  April 8, 2009               By:/s/ Mark A. Smith
                                      Mark A. Smith, President

EX-99

EXHIBIT 99.1

                    BION ENVIRONMENTAL TECHNOLOGIES, INC.

                   Bion Announces Private Placement Closed


April 8, 2009.  New York, New York.  Bion Environmental Technologies, Inc.
(OTC BB: BNET) announced today that it recently closed an offering of its
Series C Convertible Preferred Shares.  The private placement, offered under
Regulation D of the Securities Act of 1933 (as amended), was underwritten by
Capital Financial Services, Inc., of Minot, North Dakota, and will result in
gross proceeds of $1,540,000 (net proceeds of approximately $1,339,800 after
commissions and offering expenses) to Bion when the process of collecting
funds has been completed.

Proceeds of the offering will be used for general working capital and for
investment in Phase 1 of Bion's Kreider Farms project, including a US EPA
Environmental Technology Verification Program that will verify Bion's
technology performance at the Kreider Farms installation.  Kreider Phase 1
will treat the dairy waste stream to generate nutrient trading credits that
can be sold to offset higher cost reductions required of municipal waste
water treatment plants in the Susquehanna River watershed under the
Chesapeake Bay Tributary Strategy.  The project will also produce significant
reductions of ammonia and greenhouse gases.  Phase 2 of the project, which
will process Kreider's poultry wastes to generate renewable energy, is
expected to provide substantially greater nutrient and carbon credits and
sufficient renewable energy for both on-farm use and/or sale.

Bion has received subscriptions for 15,400 Shares of Series C Preferred Stock
at $100 per Share ('Shares'). The Shares are scheduled to pay dividends at
the rate of 2.5% per quarter (10.0% per annum). The Shares are convertible
into shares of the Company's common stock at a conversion rate of $4.00 per
share of common stock at the election of the holders. Under certain
conditions, the Shares may be mandatorily converted to the Company's common
stock. For a complete description of the Series C Convertible Preferred
Shares, see Exhibit 3.3 of the Company's 10Q for the quarterly period ended
December 31, 2009.
                   __________________________________________

About Bion: Bion Environmental Technologies has provided environmental
treatment solutions to the agriculture and livestock industry since 1990.
Bion's patented next-generation technology provides a unique comprehensive
treatment of livestock waste that achieves substantial reductions in nitrogen
and phosphorus, ammonia, greenhouse and other gases, and pathogens. Bion's
process simultaneously recovers cellulosic biomass from the waste stream to
produce renewable energy. For more information, see Bion's website:
www.biontech.com.

This material includes forward-looking statements based on management's
current reasonable business expectations. In this document, the word
'potential', 'will', 'proposed' and similar expressions identify certain
forward-looking statements. These statements are made in reliance on the
Private Securities Litigation Reform Act, Section 27A of the Securities act
of 1933, as amended. There are numerous risks and uncertainties that could
result in actual results differing materially from expected outcomes.

Contact information:

Mark A. Smith                        Craig Scott
President                            Vice President-Capital Markets/IR
719-256-5329                         303-843-6191 direct
mas@biontech.com                     cscott@biontech.com