SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                          Form 10-QSB


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
     ENDED   March 31, 1997   OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 OR THE TRANSITION PERIOD
     FROM __________ TO __________


Commission file number    0-19333


                 Bion Environmental Technologies, Inc.
     (Exact name of registrant as specified in its charter)


           Colorado                           84-1176672
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)            Identification No.)


   555 17th Street, Suite 3310
      Denver, Colorado                          80202
(Address of principal                     (Zip Code)
      executive offices)


                          (303) 294-0750
(Registrant's telephone number, including area code)



Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes X   No___

The  number  of  shares  outstanding of registrant's  classes  of
common equity, as of April 30, 1997:

          Common Stock, No Par Value, 2,062,033
          Series B Convertible Preferred Stock, $.001
            Par Value, 18,834 shares
          
Bion Environmental Technologies, Inc.               Form 10-QSB
                                                 March 31, 1997




                             INDEX



PART I    FINANCIAL INFORMATION                       PAGE NO.


ITEM 1    FINANCIAL STATEMENTS

          Consolidated Balance Sheets:
               June 30, 1996 and
               March 31, 1997.....................        F2

          Consolidated Statements of Operations:
               For the Nine Month Periods Ended
               March 31, 1996 and
               March 31, 1997.....................        F3

          Consolidated Statements of Operations:
               For the Three Month Periods Ended
               March 31, 1996 and
               March 31, 1997.....................        F4

          Consolidated Statements of Cash Flows:
               For the Nine Month Periods Ended
               March 31, 1996 and
               March 31, 1997.....................        F5

          Consolidated Statement of Changes in
          Stockholders' Equity....................        F6-F7

          Notes to Consolidated Financial Statements      F8-F10


ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OR
          PLAN OF OPERATION........................        3



PART II        OTHER INFORMATION


ITEMS 1-6      ........................................   14



                     FINANCIAL INFORMATION


PART I

ITEM 1.  FINANCIAL STATEMENTS

           BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                              March 31,       June 30,
                                                1997            1996
                                            (Unaudited)       (Audited)
<S>                                             <C>             <C>
          Assets
Current assets
  Cash and cash equivalents                 $  11,025   $ 118,612
  Contract receivables                         47,855      22,070
  Work in progress (net of allowance
    of $20,000)                               229,750     219,686
  Prepaid expenses                             10,725       2,128
     Total current assets                     299,355     362,496

Property and equipment, net                   231,950      66,216

Other assets
  Patents, net                                 38,722      40,778
  Deferred long term contract costs            82,433      82,433
   Other                                       10,572       4,387
     Total other assets                       131,727     127,598

     Total assets                           $ 663,032   $ 556,310

          Liabilities and Stockholder Equity
Current liabilities
  Accounts payable and accrued liabilities  $ 428,410   $ 228,712
  Accounts payable - related party                  0      23,351
  Notes payable - stockholders                176,041      96,050
  Capital lease obligations                    56,209      18,482
  Accrued payroll - officers                  107,166     206,667
     Total current liabilities                767,826     573,262

Long-term liabilities
  Notes payable - stockholders              2,112,035   2,007,035
  Capital lease obligation                    141,209      43,047
  Deferred contract revenue                   206,500     206,500
     Total liabilities                      3,227,570   2,829,844

Commitments and contingency

Stockholders' (deficit)
  Preferred stock, $.001 par value 10,000,000
    authorized, 18,834 series B (March 31, 1997
    and June 30, 1996) shares issued and
    outstanding                                95,482      95,482
  Common stock, no par value, 100,000,000
    shares authorized, 2,031,033 (March 31,
    1997) and 1,683,777 (June 30, 1996) shares
    issued and outstanding                  4,693,336   3,485,270
  Common stock subscribed                     346,718      49,538
  Accumulated deficit                      (7,700,074) (5,903,824)
     Total stockholders (deficit)          (2,564,538) (2,273,534)

  Total liabilities and stockholders 
   (deficit)                               $  663,032  $  556,310

</TABLE>


             See Notes to Consolidated Financial Statements
 

          BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES 
                Consolidated Statements of Operations
 
<TABLE>
<CAPTION> 
                                              Nine Months Ended
                                                   March 31
                                             1997            1996
                                          (Unaudited)    (Unaudited)
 <S>                                         <C>              <C>
 Contract revenues                          $  99,646     $  97,735
 
 Contract costs                               396,169        96,096
 
    Gross profit (loss)                      (296,523)        1,639
 
 General and administrative expenses        1,267,632     1,209,005
 
 Loss from operations                      (1,564,155)   (1,207,366)
 
 Other income (expense)
    Interest income                           107,200         1,324
    Interest expense                         (212,811)     (146,357)
    Research and development                 (118,855)      (58,760)
    Gain (loss) on marketable equity 
     securities                                     0       137,553
 
 Net   (loss)                             $(1,788,621)  $(1,273,606)
 
 (Loss)  per weighted average share
   of common stock                        $     (0.97)  $    ( 0.81)
 
 
 Weighted common shares outstanding         1,836,763     1,575,016
 
</TABLE> 
 
 
                       See notes to financial statements.


         BION ENVIRONEMTNAL TECHNOLOGIES, INC. AND SUBSIDIARIES 
                Consolidated Statements of Operations
 
<TABLE>
<CAPTION> 
                                             Three Months Ended
                                                   March 31
                                              1997          1996
                                           (Unaudited)   (Unaudited)
<S>                                            <C>          <C>
 
 Contract revenues                         $  37,839      $ 12,747
 
 Contract costs                              110,467        30,964
 
    Gross (loss)                             (72,628)      (18,217)
 
 General and administrative expenses         471,100       462,633
 
 Loss from operations                       (543,728)     (480,850)
 
 Other income (expense)
    Interest income                                6         1,303
    Interest expense                         (71,477)      (52,421)
    Research and development                 (51,968)      (20,942)
    Gain (loss) on marketable 
     equity securities                             0       (35,675)
 
 Net   (loss)                              $(667,167)    $(588,585)
 
 (Loss) per weighted average share of
   common stock                            $   (0.34)    $   (0.36)
 
 
 Weighted common shares outstanding        1,972,895     1,648,709
 
</TABLE> 
 
 
 
            See Notes to Consolidated Financial Statements
 

         BION ENVIRONEMTNAL TECHNOLOGIES, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows
 
<TABLE>
<CAPTION> 
                                                      Nine Months Ended
                                                           March 31,
                                                    1997             1996      
                                                (Unaudited)       (Unaudited)
<S>                                                  <C>               <C>
 Cash flows from operating activities
    Net (loss)                                  $(1,788,621)     $(1,273,606)
    Adjustments to reconcile net loss to
    net cash provided/used by
    operating activities -
     Depreciation and amortization                   22,785            2,515
     (Increase) decrease in valuation allowance           0         (137,553)
     Issuance of stock for services
       and interest                                 471,228          123,054
    Change in assets and liabilities -
     Contract receivables                           (35,849)          75,298
     Prepaid expenses                               (14,782)          (1,021)
     Accounts payable and accrued liabilities       168,718          (52,874)
     Accrued payroll - officers                     (99,501)          21,363
 
         Net cash (used in) operating activities (1,276,022)      (1,242,824)
 
 Cash flows from investing activities
    Purchase of capital equipment                   (20,662)               0
    Investments in patents                                0           (1,595)
    Sale of marketable equity securities                  0         1,113,673
        Net cash (used in) provided by investing
        activities                                  (20,662)        1,112,078
 
 Cash flows from financing activities
    Proceeds from shareholder notes - net           445,991            50,921
    Proceeds from sale of stock                     741,768           366,730
    Payments on capital lease obligations           (29,912)                0
    Proceeds from the sale of warrants               31,250                 0
 
        Net cash provided by financing activities 1,189,097           417,651
 
 Net (decrease) increase in cash and cash 
  equivalents                                      (107,587)          286,905
 
 Cash and cash equivalents at beginning of period   118,612             3,801
 
 Cash and cash equivalents at end of period       $  11,025         $ 290,706

</TABLE> 
 
 Footnote:
    Supplemental Cash Flow Information
      Cash    Paid    for    Interest:            $100,522            $40,682
 
      Supplemental  disclosure  of  non-cash  investing  and  financing
 activities
      The Company entered into capital leases for equipment
        in the amount of $165,801 for the nine months ended
       March 31, 1997.
      The Company declared accrued dividends of $7,629 for
        the Series "B" preferred stock for the nine months
       ended March 31, 1997.
      The Company converted $261,000 of shareholders' notes
       payable in to Common Stock during the nine months ended
       March 31, 1997.
 
            See Notes to Consolidated Financial Statements



                                BION ENVIRONMENTAL TECHNOLOGIES, INC.
                                           AND SUBSIDIARIES


                      Consolidated Statement of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                     Series "B"
                                    Preferred Stock            Common Stock
                                  Shares       Amount       Shares       Amount
<S>                                <C>           <C>           <C>          <C>
Balances at June 30, 1996        18,834      $ 95,482     1,683,777   $3,485,270

Common stock subscriptions
  for services                     --            --            --           -- 
     
Warrants issued for cash           --            --            --        $31,250

Issuance of common stock for cash  --            --          56,183     $151,216

Issuance of common stock
  for services                     --            --           7,846      $23,540

Dividends declared, preferred
  stock Series B                   --            --            --           -- 

Net (loss) for the period ended
  September 30, 1996               --            --            --           -- 

Balances at September 30, 1996   18,834       $95,482      1,747,806  $3,691,276

Common stock subscriptions
  for services                     --            --            --           --

Issuance of common stock for cash  --            --           41,287    $153,475

Issuance of common stock
  for services                     --            --              734      $2,200

Issuance of common stock
  for reduction of debt, interest
  and other                        --            --          113,542    $334,785

Dividends declared, preferred
  stock Series B                   --            --            --           -- 

Net (loss) for the period ended
  December 31, 1996                --            --            --           -- 

Balances at December 31, 1996   18,834       $95,482       1,903,369  $4,181,736

Common stock subscriptions
   for services                    --            --            --           --

Conversion of common stock
  subscriptions for services       --            --            1,700     $7,500 

Issuance of common stock for
  cash                             --            --          109,207   $437,077 

Issuance of common stock for
  services                         --            --           16,757    $67,023

Dividends declared, preferred
  stock Series B                   --            --            --            --

Net (loss) for the period ended
  March 31, 1997                   --            --            --            --

Balances at March 31, 1997      18,834        $95,482      2,031,033 $4,693,336

</TABLE>


Table continued below

<TABLE>
<CAPTION>
                                   Common
                                    Stock            Accumulated
                                  Subscribed          (Deficit)          Total
<S>                                   <C>                <C>              <C>
Balances at June 30, 1996           $ 49,538          $(5,903,824) $(2,273,534)

Common stock subscriptions
  for services                        20,935                --          20,935

Warrants issued for cash                --                  --          31,250

Issuance of common stock for cash       --                  --         151,216 

Issuance of common stock
  for services                          --                  --          23,540

Dividends declared, preferred
  stock Series B                        --                 (2,544)      (2,544)

Net (loss) for the period ended
  September 30, 1996                    --               (415,423)    (415,423)

Balance at September 30, 1996        70,473            (6,321,791)  (2,464,560)

Common stock subscriptions
  for services                      259,685                  --        259,685

Issuance of common stock for cash       --                   --        153,475

Issuance of common stock
  for services                          --                   --          2,200

Issuance of common sotkc for
  reduction of debt, interest
  and other                             --                   --        334,785

Dividends declared, preferred
  stock Series B                        --                (2,541)       (2,541)

Net (loss) for the period ended
  December 31, 1996                     --              (706,032)     (706,032)

Balances at December 31, 1996         330,158         (7,030,364)   (2,422,988)

Common stock subscriptions
  for services                         24,060                --         24,060

Conversion of common stock
  subscriptions for services           (7,500)               --              --


Issuance of common stock for
  cash                                   --                  --         437,077

Issuance of common stock for
  services                               --                  --          67,023


Dividends declared, preferred
  stock Series B                         --                (2,543)      (2,543)


Net (loss) for the period ended
  March 31, 1997                         --              (667,167)    (667,167)


Balances at March 31, 1997           $346,718         $(7,700,074) $(2,564,538)

</TABLE>

                            See Notes to Consolidated Financial Statements

       BION ENVIRONMENTAL TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1 - Summary of Accounting Policies

The summary of the registrant's significant accounting policies  is
incorporated by reference to the Company's annual report on Form 10-
KSB/A at June 30, 1996.

The  accompanying  unaudited  condensed  financial  statements  and
disclosures  reflect  all  adjustments (all  of  which  are  normal
recurring accruals) in the ordinary course of business which in the
opinion of management are necessary for a fair presentation of  the
results  of  operations, financial positions, and cash  flow.   The
results of operations for the periods indicated are not necessarily
indicative of the results for a full year.


Note 2 - Continued Operations

The accompanying financial statements have been prepared on a going
concern  basis  which contemplates the realization  of  assets  and
liquidation of liabilities in the ordinary course of business.  The
Company  has  not  yet begun earning significant revenue  from  its
planned principal operations.  Consequently, as of March 31,  1997,
the  Company has incurred accumulated losses totaling approximately
$7,700,000,  resulting  in a accumulated stockholders'  deficit  of
approximately  $2,600,000.  Cash flows from current operations  are
not  sufficient to meet the obligations of the Company.  Management
plans  include continuing efforts to obtain additional  capital  to
fund  operations until contract sales along with sales of BionSoilO
are  sufficient to fund operations.  There can be no assurance that
the   Company  will  be  able  to  successfully  attain  profitable
operations or raise sufficient capital.


Note 3 - Cost and Estimated Earnings on Uncompleted Contracts

The Company's costs and estimated earnings on uncompleted treatment
system contracts consist of the following:

<TABLE>
<CAPTION>
                                   (Unaudited)
                                     March 31,         June 30,
                                       1997              1996
<S>                                   <C>                   <C>
     Costs incurred on contracts    $1,404,653         $1,023,774
     Estimated (losses)               (497,844)          (201,321)
                                       906,809            822,453
     Less billings to date            (790,778)          (706,834)
                                    $  116,031         $  115,619

</TABLE>

Note 4 - Stockholders' Deficit

The  Company has various classes of warrants, please refer  to  the
Company's Form 10-KSB/A dated June 30, 1996 for details.


Note 5 - Investment Banking Agreement

Effective  December 1, 1996, the Company entered into an agreement
(the  "Agreement")  with  Global  Financial  Group,  Inc.  ("GFG")
whereby  the Company has engaged GFG to provide investment banking
services. (See 8-K dated December 1, 1996.)

Effective  March  10,  1997 the Company amended  the  agreement  as
follows:

A. Term  of  the  Agreement.  The term of the Agreement  is  hereby
   amended  to  be  from  December 1, 1996 to  November  30,  1997,
   instead  of  from December 1, 1996 to November 30, 1998  as  was
   previously   stated  in  the  introductory  paragraph   of   the
   Agreement.

B. Section 4. Compensation, paragraph b) is hereby amended to  read
   as follows:

   b)    Additionally,  if,  directly  or  indirectly  through  the
   efforts  of GFG, Bion Environmental Technologies, Inc.  ("BIET")
   raises  not  less than $1,500,000, or other amount  satisfactory
   to BIET by June 30, 1997, GFG shall have earned the following:

      1) A  warrant to purchase 100,000 shares of BIET common stock
         at  $4.00  per share for a period of six months commencing
         June 1, 1998 and expiring December 1, 1998;

      2) A  warrant to purchase 250,000 shares of BIET common stock
         at  $8.00  per  share for a period six  months  commencing
         June 1, 1999 and expiring December 1, 1999;

      3) If  at  any  time prior to the exercise of these  warrants
         BIET  undertakes  to  register any shares  of  its  common
         stock  pursuant to a form of registration statement  which
         would  allow  registration of the  shares  underlying  the
         exercise  of  these warrants, then BIET shall include  the
         underlying  shares  in  such  registration  statement   at
         BIET's  sole cost; PROVIDED, HOWEVER, in the  event  of  a
         registration  statement  involving  an  underwriter,  such
         underwriter  shall have the right, in its sole discretion,
         to  impose restrictions on the resale of BIET's securities
         issued  pursuant hereto and/or eliminate this registration
         right from the underwritten registration statement in  its
         entirety.   There  is no assurance that  any  registration
         statement  including the warrants or the shares underlying
         the  warrants will ever be filed or, if filed, will become
         effective.


Note 6 - Investment Banking Agreement

Effective  December 1, 1996, the Company entered into an  agreement
(the "Agreement") with Sauceda & Granville Securities, Inc. ("SGS")
whereby  Company  has  engaged SGS to  provide  investment  banking
services  from  December 1, 1996 to November 30, 1997.   Under  the
Agreement SGS has agreed to provide Company with advice; to consult
with  Company concerning business and financial planning, corporate
organization  and structure, financial matters in  connection  with
the operation of the business of Company, private and public equity
and   debt  financing,  acquisitions,  mergers  and  other  similar
business  combinations,  Company's relations  with  its  securities
holders,  preparation  and distribution of  periodic  reports,  and
shall  periodically provide to Company an analysis of its financial
statements.    Company  will  provide  SGS   with   the   following
compensation  for  the provision of these services:  a  warrant  to
purchase 50,000 shares of Company's common stock at $6.00 per share
exercisable  for  a  six  months period commencing  June  1,  1998.
Additionally,  if, directly or indirectly through  the  efforts  of
SGS,  Company  raises  not less than $1,000,000,  or  other  amount
satisfactory to Company by June 30, 1997, SGS shall have  earned  a
warrant  to  purchase 50,000 shares of Company's  common  stock  at
$4.00 per share exercisable for a six months period commencing June
1,  1998,  and  a  warrant to purchase 50,000 shares  of  Company's
common stock at $8.00 per share exercisable for a six months period
commencing June 1, 1999 and expiring December 1, 1999.  If  at  any
time prior to the exercise of these warrants Company undertakes  to
register  any  shares of its common stock pursuant  to  a  form  of
registration statement which would allow registration of the shares
underlying  the  exercise  of these warrants,  then  Company  shall
include  the  underlying shares in such registration  statement  at
Company's  sole  cost;  PROVIDED,  HOWEVER,  in  the  event  of   a
registration  statement involving an underwriter, such  underwriter
shall   have  the  right,  in  its  sole  discretion,   to   impose
restrictions on the resale of Company's securities issued  pursuant
hereto   and/or   eliminate  this  registration  right   from   the
underwritten registration statement in its entirety.


Note 7 -Subsequent Event

On  April  8,  1997  the Company issued 5,000 shares  of  its  free
trading (non-restricted) stock to an employee, as a bonus under the
Fiscal Year 1994 Incentive Compensation Plan.
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  Company  is  a service provider to customers  with  waste  and
wastewater treatment requirements and is engaged in the business of
designing, marketing, and monitoring the installation and operation
of  proprietary systems for the biological treatment of wastes  and
wastewater produced from agricultural, food processing, and similar
sources.   Through  the  application  of  the  Company's   patented
technology, waste produced in the livestock industry is transformed
into a salable, organic, nutrient-rich humus material, BionSoil.

The  Company  currently has sixteen systems in  operation  treating
swine,  dairy, juice processing, and sugar plantation waste streams
in Florida, New York, Maryland, North Carolina, and Washington. The
Company   is  in  the  process  of  designing  or  monitoring   the
installation of seventeen projects, raising capital for  operations
and future growth, reviewing strategic partners for various aspects
of  the  business, continuing a research and development effort  on
both  systems  applications and byproducts, and  strengthening  its
patent coverage.

Liquidity and Capital Resources

The  Company's current ratio as of March 31, 1997 was .39  :  1  as
compared to .63 : 1 as of June 30, 1996. Cash as of March 31,  1997
decreased to $11,025 as compared to $118,612 as of June 30, 1996.

The Company has entered into capital leases for BionSoil processing
equipment in the amount of $165,801 during the 9 month period ended
March 31, 1997.

During  the  nine  months ended March 31,  1997  the  Company  sold
166,677 shares of restricted and legended Common Stock for net cash
in  the  aggregate of $401,768, received $340,000 as  the  proceeds
from  the  exercise  of options to purchase 80,000  shares  of  its
Common Stock, issued 6,435 shares of restricted and legended  stock
valued  at  $12,870 as payment of a note (principal and  interest),
and  issued  22,524 shares of restricted and legended Common  Stock
valued  at  $82,250  to  a shareholder in exchange  for  rent.  The
Company also issued 5,111 shares of restricted and legended  Common
Stock  valued at $20,403 to various individuals as payment of  debt
or services.

Effective  January 8, 1997 the Company (along with its wholly-owned
subsidiary   BionSoil,  Inc.,  "BSI")  entered  into  a   financing
agreement  (the  "Agreement")  with  LoTayLingKyur,  Inc.  ("LTLK")
whereby  LTLK  advanced  the  sum of  $73,870  to  Company  on  the
following  terms and conditions: as security, LTLK  took  title  to
7,387  cubic yards of raw unscreened BionSoil, BSI shall  have  the
right  to acquire the collateral, BionSoil, in whole or in part  by
payment  to LTLK the sum of $11.50 per cubic yard through June  30,
1997,  thereafter the price shall increase by $.20 per  cubic  yard
per  month, BSI shall repurchase all of the collateral BionSoil not
previously  repurchased  at a price of $12.70  per  cubic  yard  by
December 31, 1997.  (See Form 8-K dated January 2, 1997.)  On March
26,  1997 LTLK advanced $20,000 to the Company as a short term loan
at 1.0% per month.

Effective  December 1, 1996 the Company converted a  note,  accrued
interest  and consulting fees in the amount of $319,527 into  units
(the "Units") consisting of one share of the Company's common stock
plus  one class K Warrant (the "Warrants")(each Warrant authorizing
the  holder  to  purchase  one share of  Company's  restricted  and
legended  common stock for a price of $4.50 per share for a  period
commencing  January 1, 2001 and expiring December 31,  2001,  which
warrants were subsequently converted to Class E-1 Warrants pursuant
to the offer described in the Form 8-K dated December 1, 1996.

Effective  December  1,  1996  Jon Northrop,  Company's  CEO,  Jere
Northrop,  Company's  President and COO,  and  M.  Duane  Stutzman,
Company's  Treasurer  and CFO, signed Investor  Representation  and
Subscription Agreements ("Agreements") to purchase 33,334,  33,334,
and  13,334 shares of the restricted and legended common  stock  of
the  Company  plus  50,000,  50,000, and  20,000  E-1  Warrants  to
purchase additional shares of the Company's common stock at  a  per
share  price of $6.00 for a price of $100,000, $100,000 and $40,000
respectively.   Further,  each of the officers  have  notified  the
Company  that  payment for the subscribed stock would  be  made  by
cancellation of salary amounts owed to the officers by the  Company
in  the  amounts  of $100,000, $100,000, and $40,000  respectively,
such  cancellation  and  payment to  occur  upon  issuance  of  the
restricted and legended common stock.  (See Form 8-K dated December
1, 1996.)

On  October 26, 1996, the Company secured a $500,000 line-of-credit
from a shareholder, interest at 12% per annum payable monthly, with
all  outstanding principal and interest  due on December 31,  1999.
(See  Form  8-K dated December 1, 1996.) As of March 31,  1997  the
Company has drawn $105,000 on this note payable.

On  August 20, 1996, the Company issued warrants to purchase 14,500
shares  of  common stock at a price of $3.00 per share  and  10,000
shares  of common stock at a price of $5.00 per share for  $30,000.
The warrants are effective beginning August 21, 1996 for a 60 month
period ending August 21, 2001.

On  August 30, 1996, the Company issued warrants to employees under
the  Fiscal  Year  1994 Incentive Compensation  Plan,  to  purchase
60,000 shares of common stock at $5.00 per share. The warrants  are
effective for a 60 month period beginning September 1, 1996 through
September  1,  2001.  On  September 25, 1996,  the  Company  issued
warrants  to  an  employee  under the Fiscal  Year  1994  Incentive
Compensation  Plan, to purchase 50,000 shares of  common  stock  at
$3.75  per  share and 50,000 shares of common stock  at  $5.25  per
share.  The  warrants are effective for the periods  September  25,
1996  through January 1, 1997 and September 25, 1996 through  April
1,  1997 (subsequently extended to June 30, 1997), respectively. On
December 31, 1996 the Company issued additional warrants under  the
plan  to purchase 50,000 shares of common stock at $6.25 per share.
The warrants are effective for the period December 31, 1996 through
May 30, 1997.

The  Company  has  incurred  losses since  inception  approximating
$7,700,000  and  is  currently  experiencing  liquidity   problems.
Continued  losses without the infusion of additional capital  raise
doubt  about its ability to continue as a going concern. Management
plans  include continuing efforts to obtain additional  capital  to
fund operations until such time, if ever, as contract sales and the
sale of BionSoil are sufficient to fund operations.

The Company is currently negotiating with independent third parties
to  obtain  the  necessary additional funding for the  Company.  No
assumption  can  be  made  that  the  Company  will  be   able   to
successfully  attain profitable operations and/or raise  sufficient
capital to sustain operations.

Results of Operations

     Comparison of the Nine Months Ended March 31, 1997 with
                 Nine Months Ended March 31, 1996

Revenue  in  the  nine  months ended March  31,  1997  was  $99,646
compared to $97,735 for the corresponding six month period in 1996,
an  increase  of $1,911. Contract costs were higher by $300,000  in
the  1997  nine month period due to startup expenses  for  BionSoil
processing  sites in New York and Florida, $191,000, and  increased
design,  permitting, and construction overview on Bion NMS Systems,
$90,000.  Included  in  the processing sites startup  expenses  are
facilities  (rent,  utilities, maintenance, etc.),  equipment,  and
additional personnel.

General and administrative expenses were higher by $58,627  due  to
increased employee compensation.

The  Company recorded $105,000 in interest income from the sale  of
Delta  stock  associated with the Settlement Agreement and  General
Release on the UFG note (see 10-KSB/A dated 6/30/96). This  is  the
final  amount  to  be collected on the UFG note. The  total  amount
collected  is $191,581 in excess of the original principal  of  the
note. The Company also recorded $212,811 in interest expense on its
notes to shareholders and capital equipment leases, and $118,855 in
research  and  development costs. As a result  of  the  above,  the
Company recorded a net loss of $1,788,621 in the nine month  period
ended March 31, 1997, compared to a net loss of $1,273,606 for  the
nine month period ended March 31, 1996.

     Comparison of the Three Months Ended March 31, 1997 with
                Three Months Ended March 31, 1996

Revenue  in  the  three  months ended March 31,  1997  was  $37,839
compared  to  $12,747 for the corresponding three month  period  in
1996, an increase of $25,092. Contract costs were higher by $79,503
in the three month period. Startup expenses for BionSoil processing
sites  in  New  York  and  Florida accounted  for  $79,000  of  the
increase.  The above resulted in a gross loss for the period  ended
March  31,  1997 of $72,628 as compared to a gross loss of  $18,217
for the same three month period in 1996.

Included in the higher contract costs are startup expenses for  the
BionSoil  processing sites in New York and Florida  for  facilities
(rent,  utilities,  maintenance, etc.), equipment,  and  additional
personnel.

General  and administrative expenses were higher by $8,467  in  the
period due to increased employee compensation.

The  Company recorded $71,477 in interest expense on its  notes  to
shareholders and capital equipment leases and $51,968  in  research
and  development  costs.  As a result of  the  above,  the  Company
recorded  a net loss of $667,167 compared to a net loss of $588,585
for the three months ended March 31, 1996.

General Discussion of Current and Proposed Operations

As  shown in the financials in this Form 10-QSB, over $5,135,000 of
equity has been invested in the Registrant through the close of the
fiscal  quarter  ended March 31, 1997.  These financial  statements
also  show  that on March 31, 1997 the Company had a  negative  net
worth  of  $2,564,538,  cumulative losses  of  $7,700,074,  limited
current revenues and substantial current operating losses. However,
additional information is necessary to evaluate the Company and its
progress relative to the business it is pursuing and the associated
value the Company has developed during the last several years.

The following section of this 10-QSB is presented by management  to
give  the reader a better understanding of the development  of  the
business  of the Company to date, and its plans for growth  in  the
future.

Business Development

The  Company's mission is to provide services, systems and products
which  solve  environmental problems and recycle wastes  into  high
value  horticultural products which produce superior  plant  growth
performance.  Based on this, the Company's business is  focused  on
the  application  of  its patented proprietary  technology  in  two
complementary business areas; first, Bion NMSO systems  (previously
called  BionSoil  NMS  systems): the  design,  sales,  installation
oversight, operations management, and material harvesting  of  Bion
NMS  systems for large animal raising agricultural facilities; and,
second,  BionSoil: the processing, blending, packaging,  marketing,
distribution  and  sales  of BionSoil and  BionSoil-based  products
which use the material harvested from the Bion NMS systems.

From  prior  to September 20, 1989, (when Bion Technologies,  Inc.,
one of the subsidiaries of the Company was incorporated) through at
least March 31, 1995, the Company was in the technology development
mode  with  limited  sales of primarily first-of-a-kind  wastewater
and/or Bion NMS systems.

As  of  March  31,  1997 the Company has, in the  aggregate,  sold,
installed,  or  had under construction, systems  in  four  distinct
regions:  North  Carolina,  New  York,  Florida,  and  the  Pacific
Northwest.   The   sales  in  these  regions   establish   multiple
applications for the Company's technology including:

 (a)  Three  dairy farm wastewater treatment and nutrient reduction
 systems:  which treat the wastewater discharges from  dairy  farms
 to  remove  phosphorus, nitrogen and other  nutrients  and  create
 water suitable for discharge or reuse.
         * Florida
         * New York
         * Washington
 (b)  Twenty  one  dairy  farm Bion NMS systems:  which  solve  the
 environmental  problems  associated  with  dairy  farms  and  also
 create BionSoil.
         * New York and the northeast, including Maryland
         * North Carolina
         * Florida
         * Washington and the Northwest, including Oregon

 (c)  One  feedlot Bion NMS system: which solves the  environmental
 problems associated with feedlots and also creates BionSoil.
         * New York

 (d)  Four hog farm Bion NMS systems: which solve the environmental
 problems associated with hog farms and also create BionSoil:
         * North Carolina

 (e)  One  combination  food  processing  waste  and  manure  waste
 treatment  system:  a  system  which treats  nutrients  and  solid
 wastes from food processing plants and animal confinement areas.
         * New York

 (f)  Three  fruit processing wastewater treatment  systems:  which
 treat  the  wastewater discharges from fruit processing plants  to
 remove  solids, nutrients and other contaminants to  create  water
 suitable for discharge or reuse:
         * Florida, citrus juice plants
         * New York, cherry processing plant

 (g)  Three  storm  water run-off, surface water run-off  treatment
 systems:  which  treat  storm  water  run  off  from  agricultural
 installations  to  remove  nutrients  and  other  contaminants  to
 create water suitable for discharge or reuse:
         *  Florida,  run-off from dairy farm pastures,  industrial
         installations and sugar cane plantations

 (h) One  feasibility study for the installation of a  Bion  system
      for  the  treatment of all wastewater generated  in  a  small
      mobile home community:                     * New York

Geographic Expansion

In  designing, permitting, installing and operating these  systems,
the  Company has established credibility with federal,  state,  and
local  regulators and environmental and agricultural professionals.
The  Company  estimates  that the cost  associated  with  staffing,
servicing,  and  marketing its systems in new  geographic  regions,
including   initial  sales  calls,  design,  regulatory  approvals,
installation and operation through the cash-flow break-even  point,
is  not  less  than $500,000 per region, and may exceed $1,000,000.
Based  on experience to date in the four regions where system sales
and  installation activity is ongoing, the Company  estimates  that
approximately  $3.5  million has been  expensed  related  to  these
matters  which  has  created  what might  be  called  "good  will",
"marketing" and "regulatory" value.

An  example of the accumulation of these costs can be understood by
reference  to  the  development and installation of  the  Company's
initial  hog  farm  Bion  NMS  system in  North  Carolina.   During
February  1994  the Company opened its office in Smithfield,  North
Carolina with one full time sales employee.  Numerous contacts were
made in both the hog raising and dairy farming industries, and  the
first  agreement  (for a hog system) was signed in  December  1994.
The   second  full  time  employee  (required  to  provide  design,
engineering,  construction  and  system  operation  expertise)  was
transferred  to  North Carolina in February 1995.  Adverse  weather
conditions  during  the construction period resulted  in  a  longer
construction  time than anticipated, however, system  start-up  was
achieved  in  June of 1995, and the system has been  in  continuous
operation  since. Based on this investment of time and  effort  and
the  successful operation of the system, the Company  is  expanding
its  marketing and sales efforts in North Carolina.  Currently, the
Company has submitted proposals to a number of potential customers,
is  engaged  in discussions with several of these, and  has  signed
agreements  for  six  additional system installations.   Management
estimates that, to date, in excess of $400,000 has been devoted  to
the  effort to support this first hog system in North Carolina and,
therefore, to support the marketing of additional systems.  Current
projections  are  that  it  will require an  additional  twelve  to
eighteen months before sufficient cash flow will be generated  from
system  and  BionSoil  sales in North Carolina  to  offset  ongoing
expenses.

The Company anticipates continuing its expansion into new areas  in
the  future,  and  this expansion will require  similar  additional
capital  resources which, when expended, will also be expensed  and
not shown as balance sheet assets.

Technology Expansion

The  Company has four issued U.S. Patents: a Bioconversion  Reactor
and  System,  an Animal Waste Bioconversion System, a  Bioconverted
Nutrient  Rich  Humus,  and a Phosphorous Treatment  Process.   The
Company  also  has an issued Canadian Patent for an Aqueous  Stream
Treatment Process, and has received formal Notice of Allowance from
the   U.S.   Patent   Office  for  its  Storm   Water   Remediatory
Bioconversion  System  application.  These  patents  provide  broad
coverage of the fundamental technology that underlies the Company's
systems  and  processes. Additional patent filings  will  occur  as
further applications are developed.

The  Company estimates that a large portion of the net loss through
fiscal  year 1995 (then shown on the financial statements  as  $4.0
million)  was actually expended on research and the development  of
the  technology and construction of prototype systems that are  the
basis  of  the  Company's planned future expansion.  All  of  these
costs have been expensed by the Company.

Just  as there are additional expenses associated with geographical
expansion,   there   also  are  substantial   additional   expenses
associated  with the adaptation of existing technology for  use  in
regions   where  climate,  soil,  and  regulatory  conditions   are
different  from  those  experienced in  other  already  established
installations.    Further,  the  Company   anticipates   additional
expenditures in the near future associated with expansions  of  the
technology  into the cattle feedlot and poultry raising  businesses
where adaptation of the technology is necessary to treat waste with
both    different   characteristics   and   different    collection
technologies  than for existing dairy or swine waste systems.   The
majority  of such expenses (which are investments in the  Company's
future) will not show as balance sheet assets despite the fact that
very real long term technological value is being developed.


Financial Discussion

The  Company  receives two distinct revenue streams from  Bion  NMS
systems: 1) initial fees for system design, permitting, startup and
initial  operation (and, for selected systems, periodic  management
or  technology  license fees), and 2) after  the  initial  start-up
period  for  a  system  (approximately 12 to 15  months  after  the
agreement  is  signed), an on-going revenue stream to  the  Company
from the sale of BionSoil and BionSoil-based products produced from
the systems.


BionSoil Economics

The  Company tracks its BionSoil business on the basis of a Company
defined  standard  unit (a "BionAnimal"), where one  BionAnimal  is
defined as a manure producing unit (made up of one or more animals)
which  produce wastes (that can be captured in a Bion  NMS  system)
equivalent to those produced by one 1,400 pound dairy cow living in
a  total  confinement  facility.  When all  the  manure  and  urine
produced  by  one  BionAnimal  is  collected  and  converted   into
BionSoil,  it will yield approximately 10 cubic yards of  processed
BionSoil  per  year.   Based on data available  from  the  American
Society  of Agricultural Engineers (ASAE D384.1 - 1989) the Company
has  calculated that, for totally confined animals where all wastes
are  captured,  approximately one dairy cow, 2.2  beef  cattle,  11
market  hogs,  200  turkeys,  or  475  layer  chickens  equal   one
BionAnimal.

As  of  April  15,  1997 the Company has eleven systems  containing
5,530   BionAnimals  that  are  on  line  and  producing  BionSoil.
Further,  the  Company  has  signed  agreements  covering   fifteen
additional systems containing 10,800 BionAnimals that are  not  yet
in   production.   These  systems  are  in  various   stages   from
preliminary  design  through construction.  Of these,  six  systems
(representing  5,800 BionAnimals) are covered by agreements  signed
within  the quarter ended March 31, 1997.  As a result, the Company
has  twenty  six  systems containing 16,530  total  BionAnimals  in
production  or covered by signed agreements as of April  15,  1997.
The   Company  estimates  that  these  BionAnimals  should  produce
approximately 165,000 cubic yards of BionSoil per year when all  of
the  systems  are  on line, which is currently  expected  to  occur
within the next nine months.

As systems are brought on line and BionSoil is harvested, BionSoil,
Inc.  (the  Company's other wholly-owned subsidiary) will  purchase
(for  cash) the harvested BionSoil from Bion Technologies,  Inc  to
process   it   into   final  products  for   sale   to   customers.
Subsequently, each farm is paid a percentage of the wholesale price
that  Bion Technologies, Inc. has received for the BionSoil.  These
payments  are  expected  to  represent an  important  part  of  the
strategy  developed by the Company for the successful marketing  of
Bion  NMS  systems.   Most  large animal  raising  facilities  have
substantial operating costs associated with the disposal  of  waste
products   which  are  produced  in  large  quantities   at   these
facilities.  With the construction and operation of a Bion NMS on a
farm  site,  many of these costs can be substantially reduced,  and
the  farm  should receive a revenue stream from the  cash  payments
made by the Company to the farm.

While  sales of Bion NMS systems have been sporadic over  the  last
four  years,  and significant quantities of BionSoil (resulting  in
significant  payments  to  the  farms)  have  only  recently   been
available, the Company has clearly demonstrated the technology with
eleven systems in successful operation, five of which have been  on
line  for more than two years.  Additionally, through both  Company
performed and independent tests, BionSoil has been shown to clearly
enhance  plant  growth  performance.  Based on  these  results  and
analysis of the Company's potential markets, a series of aggressive
planning  targets  for  system sales and  installations  have  been
established.   These  targets  which, if  actually  achieved  would
result in a major expansion of the Company, are based on historical
sales during the past few months, the large number of proposals and
preliminary  agreements currently being prepared, and the  apparent
steadily  increasing  interest in Bion NMS  systems  in  the  large
animal  agriculture  area.  Management's  sales  plans  at  present
project  a  level  of 34 systems under contract  containing  24,270
BionAnimals  by June 30, 1997, the end of the current fiscal  year.
If  these  targets  are  met  and  the  systems  are  brought  into
production  as  anticipated,  after  appropriate  start-up  period,
BionSoil in the approximate amount of 240,000 cubic yards should be
available for harvest and preparation for sale.

Initial  BionSoil  harvests have been made  from  installations  in
Florida,  New York, North Carolina and Washington. During the  last
twelve months approximately 10,363 cubic yards have been harvested.
Of  that amount, 2,000 cubic yards of BionSoil were sold in bulk at
prices ranging from $4.00 to $20.00 per yard.  Small quantities  of
processed  and bagged BionSoil, in 20 to 75 pound bags,  have  been
sold  to  organic  farmers, nurseries, and at farmers  markets  and
green  markets in New York and Florida for the equivalent of $40.00
to  $100.00  per  cubic yard.  Additionally, processed  and  bagged
BionSoil  has been sold to nursery growers and organic  growers  in
Florida  (in 75 pound bags) for the equivalent of $80.00 per  cubic
yard.   During  the  quarter  ended  March  31,  1997,  the   first
distribution to retail outlets was initiated with Agway  stores  in
Western New York.  Through March 31, 1997 deliveries averaging  six
pallets  per  store had been made to 15 Agway retail stores.   This
product is being sold to Agway at introductory prices of $65.00 per
cubic  yard  ($1.625 per 25-pound bag).  The average selling  price
during  the  quarter  ended March 31, 1997  for  bulk,  unprocessed
BionSoil  was $12.71 per cubic yard, and for processed  and  bagged
BionSoil  was $65.18 per cubic yard.  Note, however, that  a  large
part  of  this BionSoil was from  first harvests of various systems
which,  due  to  start-up issues, yield a lower  quantity  of  high
quality product.

Market Size

The  sales goal outlined above represents aggressive growth for the
Company.  Although an examination of the size of the target markets
for  system  sales and installations and BionSoil sales shows  that
the percent of total market penetration which these goals represent
are very modest, there can be no assurance that the Company will be
successful in achieving its targeted goals.

In the area of system sales, the Company has analyzed the 1992 U.S.
Department  of  Agriculture  Census  statistics  (the  most  recent
information available from the U.S. Department of Agriculture)  and
developed  the data presented below for the target market segments.
The  Company has analyzed the economics of system installation  and
operation  as  it relates to the size of farms, and based  on  this
analysis   has   established  a  potential   target   universe   of
approximately 14 million BionAnimals which are on large farms,  and
therefore  are  believed by the Company to be potential  candidates
for system installation.  On the basis of these assumptions and the
analysis done, the goal for fiscal year 1997 system sales (and  the
associated  BionAnimals)  would  represent  approximately  a  0.17%
market penetration in fiscal 1997.

The potential market for BionSoil and the various products that the
Company will blend using BionSoil has been described and quantified
in  a  study by Batelle ("Compost: United States Supply and  Demand
Potential"  in Biomass and Bioenergy Vol. 3, Nos 3-4, pp.  281-299,
1992).   In  that analysis, Batelle calculates that the demand  for
compost and compost-like products (including products ranging  from
manures  to composted organic wastes to manufactured potting  soils
and  soil enhancers) in the U.S. alone is in excess of one  billion
cubic yards per year.  On the basis of this total potential market,
the BionSoil that the Company anticipates will be produced from the
24,270  BionAnimals  if the Company reaches its  fiscal  year  1997
sales target (in excess of 240,000 cubic yards) would result  in  a
0.02% market penetration.

Based  on current pricing experience, a review of prices for  soils
and  soil-enhancing products in the market, target  market  segment
strategies being developed, and limited sales to date, the  Company
believes that BionSoil will sell at no less than $10 per cubic yard
when sold unprocessed in bulk, and will sell for higher prices when
processed and bagged, prices which may rise to $100 per cubic  yard
(or  greater).  Additionally, based on actual costs experienced  in
BionSoil harvesting and processing to date, and projected costs  as
volume  levels  increase to the forecast levels,  the  Company  has
established  projected costs for the various levels  of  processing
required  to sell BionSoil products.  Therefore, given the contract
terms  and  projected costs of production and sales, the  potential
return  to the Company from BionSoil products sales alone has  been
calculated for a series of potential price points (and the  implied
processing  levels required to achieve the products to be  sold  at
these price points).

<TABLE>
<CAPTION>
                             Table 1

    BionSoil selling                      Annual gross margin
    price per cubic      Bion        per cubic         per Bion
         yard          Expenses         yard            Animal
        <S>               <C>           <C>               <C>
      $   10.00     $   8.00       $   2.00        $   20.00
          20.00        13.00           7.00            70.00
          40.00        28.00          12.00           120.00
          60.00        37.00          23.00           230.00
          80.00        40.00          40.00           400.00
         100.00        43.00          57.00           570.00
</TABLE>

Income from BionSoil sales is anticipated to begin in an average of
one and a half to two years after the signing of an agreement for a
Bion  NMS  system.   These gross margins would be  expected  to  be
repeated  each  year  as  long  as  the  installations  remain   in
operation.    No  fees  for  system  installation,  licensing,   or
management are included in these projections.

If  the Company is successful in bringing targeted systems on  line
producing  BionSoil within the 12 to 15 month start-up time  frame,
and  is successful in realizing a target average sales price of $40
per  cubic  yard  (starting in fiscal year 1998),  each  BionAnimal
would contribute $400 of revenue per year to the Company, resulting
in  gross  margins of $120 per year.  Under the terms of most  Bion
NMS  agreements  this contribution to revenue and gross  margin  is
anticipated to continue for at least a 15-year period.  If the  net
present value (discounted at 10%) of this gross margin cash flow is
calculated  for this 15-year period, it shows that each  BionAnimal
is  anticipated to have approximately $950 net present value to the
Company.

Table  2, below, summarizes this net present value calculation  for
the BionSoil selling prices reflected in Table 1, above.

<TABLE>
<CAPTION>
                             Table 2

          BionSoil selling           15 year Net Present
              price per              Value of per animal
             cubic yard              annual gross margins
                <S>                           <C>

              $  10                     $   158
                 20                         555
                 40                         952
                 60                       1,826
                 80                       3,176
                100                       4,525
</TABLE>

Based  on  experience  to date, the Company expects  that  contract
fees, independent of BionSoil revenues, will be sufficient to cover
direct   expenses  (such  as  system  design,  permitting  support,
construction  oversight and initial system  operation)  related  to
these system installations.  Therefore, once a sufficient number of
systems are under contract and the BionSoil production is on  line,
the Company is expected to achieve financial break-even.
Even though the Company is extremely small at present, has not  yet
developed substantial market penetration, needs to raise additional
capital, and has (and is continuing to accrue) losses to date,  the
potential return based on the Company's growth plans is apparent if
the Company is successful in achieving its targets.

As the above discussion includes forward looking statements made in
reliance  upon  the  provisions of Rule 175 promulgated  under  the
Securities  Act  of  1933,  readers are  cautioned  that,  although
management believes it currently has a reasonable good faith  basis
for disclosing the substance of some of its internal projections to
the  public at this time, there can be no assurance given that  the
Company  will  ever be successful in achieving any  of  its  stated
goals.  As stated previously, the ultimate realization of most  (if
not   all)   of   the  company's  goals  will  require  significant
expenditures  of  funds  which as of this date  are  not  currently
available to the Company.

It  is  currently anticipated that the selling and installation  of
additional  BionSoil  Systems  will require  the  Company  to  hire
additional  personnel,  make significant capital  expenditures  and
generally increase its overhead.  Moreover, the marketing and  sale
of   BionSoil  products  will  require  the  implementation  of   a
distribution  network  of  wholesalers  and/or  retailers   and   a
transportation system for delivery of the product to  the  intended
recipients.   Additional expenditures for personnel  and  equipment
will  be  necessary to harvest, process, package, sell and  deliver
the  product.  The projections stated by management assume that the
Company  will  be  successful in obtaining the requisite  funds  on
commercially  reasonable terms and that the other stated  obstacles
will  be  successfully overcome in the process of making  sales  of
products in the future.

As  the  Company has never operated at a profit and has a  negative
net worth at the present time, its ability to successfully confront
even the currently identified challenges which lie ahead in meeting
its  stated  goals  is far from certain.  It  is  likely  that  the
Company will face additional challenges which have not as yet  even
been  identified.  In the event the Company is not able  to  obtain
sufficient outside funding to accomplish its goals within the  time
periods  indicated, the goals will not be met.  In  the  event  the
Company  is  not  able to successfully overcome  the  other  stated
obstacles  in  the process of making future sales within  the  time
periods  indicated, the goals will not be met.   As  the  Company's
operations  are  not  currently  profitable,  readers  are  further
cautioned  that,  if  the  Company is not successful  in  obtaining
outside  funding  in  an  amount sufficient  for  it  to  meet  its
operating  expenses  at its current level, the Company's  continued
existence is uncertain.


                        OTHER INFORMATION

PART II

ITEM 1.   Legal Proceedings.

      The Company knows of no material pending legal proceedings to
which the Company (or the Subsidiary) is a party or to which any of
its systems is the subject and no such proceedings are known to the
Company.

ITEM 2.   Changes in Securities.

(c) The  following securities were sold in the quarter ended  March
    31,   1997   without  registering  the  securities  under   the
    Securities Act.:
       *   66,250 shares of restricted and legended Common Stock to
       nine  private  investors in a private offering  underwritten
       by  Global  Financial Group, Inc. ("GFG") for  an  aggregate
       gross  amount of $265,000 of which $$26,500 was paid to  GFG
       as  commissions.   These securities were sold  in  privately
       negotiated  transactions pursuant  to  Sections  3(b),  4(2)
       and/or other applicable provisions of the Securities Act  of
       1933 as amended.
       *   1,500 shares of restricted and legended Common Stock  to
       two    private   investors   in   a   privately   negotiated
       transactions  for  an  aggregate amount  of  $6,000.   These
       securities  were  sold in privately negotiated  transactions
       pursuant  to  Sections  3(b), 4(2) and/or  other  applicable
       provisions of the Securities Act of 1933 as amended.
       *   2,957 shares of restricted and legended Common Stock  to
       one  private investor under the terms of Section  5.,  Grant
       of  Private  Preemptive Rights, contained in the  investor's
       Subscription  and Investment Representation Agreement  dated
       May  21, 1992 for an aggregate amount of $8,576.80.    These
       securities  were sold in a privately negotiated  transaction
       pursuant  to  Sections  3(b), 4(2) and/or  other  applicable
       provisions of the Securities Act of 1933 as amended.
       *   2,279 shares of restricted and legended Common Stock  to
       four  employees in lieu of cash for services rendered valued
       at, in aggregate, $9,813.08.  These securities were sold  in
       privately  negotiated  transactions  pursuant  to   Sections
       3(b),  4(2)  and/or  other  applicable  provisions  of   the
       Securities Act of 1933 as amended.
       *   14,678 shares of restricted and legended Common Stock to
       a  shareholder for rent and services valued in aggregate  at
       $58,710.    These   securities  were   sold   in   privately
       negotiated  transactions pursuant  to  Sections  3(b),  4(2)
       and/or other applicable provisions of the Securities Act  of
       1933 as amended.

    The  shares  of  the Company's Common Stock which  were  issued
    pursuant  to  the transactions set forth above were  issued  in
    reliance  upon the exemption provided by Section  4(2)  of  the
    Securities  Act  of 1933, as amended.  Each of the  persons  to
    whom  such  securities were issued made an informed  investment
    decision  based upon negotiation with the Company  (either   by
    themselves  or through the underwriter for the
    
                        OTHER INFORMATION
                            (cont'd.)



    Company's  private placement) and was provided with appropriate
    offering   documents   and  access  to   material   information
    regarding the Company.  The Company believes that such  persons
    had  knowledge and experience in financial and business matters
    such  that they were capable of evaluating the merits and risks
    of  the acquisition of the Company's Common Stock in connection
    with  these  transactions.  All certificates representing  such
    common  shares  bear  an  appropriate  legend  restricting  the
    transfer  of  such  securities, except in accordance  with  the
    Securities   Act  of  1933,  as  amended,  and  stop   transfer
    instructions  have  been  provided to  the  Company's  transfer
    agent in accordance therewith.

ITEM 3.   Defaults Upon Senior Securities.  None

ITEM 4.   Submission  of  Matters to a Vote  of  Security  Holders.
          None

ITEM 5.   Other Information.  None

ITEM 6.   Exhibits and Reports on Form 8-K.
          (a) Exhibits - none
          (b) Reports on Form 8-K:

           Form 8-K (dated January 2, 1997) reporting on items 5 & 7




                            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  thereunder  duly
authorized.


Bion Environmental Technologies, Inc.



    /s/ M. Duane Stutzman
        M. Duane Stutzman
        Chief Financial Officer

Dated:    May 2, 1997