SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                 Form 10-QSB/A
                                Amendment No. 1


(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, 2002

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.)


             18 East 50th Street 10th Floor N.Y., N.Y.         10022
            -----------------------------------------------------------
            (Address of principal executive offices)         (Zip Code)


                                  (212) 758-6622
              ----------------------------------------------------
              (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 stock, as
of May 14, 2002: Common Stock, No Par Value, 52,834,649.  This includes
19,000,000 shares held by a majority-owned subsidiary of the registrant.


Transitional Small Business Disclosure Format (Check one): Yes ___ No  X



                               EXPLANATORY NOTE

     This amendment is being filed to change the information concerning the
number of shares outstanding on the cover page.  No other changes are being
made in this amendment.






                                  SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amendment to be signed on its behalf by the
undersigned thereunder duly authorized.


                              Bion Environmental Technologies, Inc.



                              By: /s/ David Fuller
                                  ------------------------------------
                                  David Fuller, Authorized Officer and
                                  Principal Accounting Officer


Dated:   May 22, 2002
























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