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.
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             Exact name of Registrant as Specified in its Charter

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


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

                                (212) 758-6622
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             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