SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT

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

August 18, 2007
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

641 Lexington Avenue, 17th Floor, New York, NY 10022
Address of Principal Executive Offices, Including Zip Code

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

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 8.01 OTHER EVENTS

On August 18, 2007, Bion Environmental Technologies, Inc. ("Bion") entered into a Letter of Intent with Evergreen Farms, Inc. ("Letter of Intent") related to a Bion microaraerobic animal waste treatment system at Evergreen Farms, a 3,000-head dairy operation near Spruce Creek, Huntingdon County, Pennsylvania (the "System"). Construction of any such System is subject to contingencies including execution of a binding agreement between Bion and Evergreen Farms upon terms which have not yet been negotiated. Pursuant to the Letter of Intent, Bion intends to conduct initial planning on the project, which will include a site survey and preliminary engineering.

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

9.1 Letter of Intent dated August 18, 2007 between Bion Environmental Technologies, Inc. and Evergreen Farm, Inc.

9.2 Press Release dated August 22, 2007.

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:  August 22, 2007                 By: /s/ Mark A. Smith
                                           Mark A. Smith, President


EXHIBIT 9.1

Letter of Intent Between Bion Environmental Technologies Inc. ("Bion") and Evergreen Farm Inc. ("Evergreen")

This non-binding Letter of Intent sets forth the intentions of Bion and Evergreen and shall provide the basis on which Bion and Evergreen will proceed through certain preliminary stages to determine the material terms of a possible subsequent binding agreement. Bion and Evergreen will proceed along the path set forth below:

- Bion proposes to install a microaerobic animal waste treatment system ("System") at the Evergreen Farm ('Evergreen') that will reduce on- farm nutrient discharges and air emissions as per the attached table ("Project").

- Once Bion has completed its initial planning for the Project, which will include a site survey, preliminary engineering, determination with Evergreen as to ownership and disposition of the solids and nutrients produced/separated by the System, negotiations/discussions determining the nutrient credit sale and quantity and overall public assistance for the Project, then Evergreen will evaluate the final Project and determine which of the following implementation options it wishes to select:

* Ownership of the System: Bion would build the System and operate it for a period of time (90-120 days) at nutrient and air emission standards specified, train Evergreen personnel and thereafter provide periodic review of the installation. Evergreen would purchase the System at an agreed upon price which would include a negotiated premium to Bion's actual cost.

* Fee based option #1: Evergreen would pay a fee per milk cow for its milking herd (plus up to 15% dry cows) not to exceed $100 per year. Bion would be responsible for all capital and operating costs. Same System qualification program would be required. This would be a 10 year agreement.

* Fee based option #2: Evergreen could elect to be a financial partner to Bion in this Project.

- Public support for Project: Bion will take the lead and Evergreen will be a supporting player. In order to obtain support for funding of this Project, Bion will meet with an assortment of Pennsylvania and US government/regulatory officials. These meetings will likely include state general assembly and federal congressional representatives, executive branch agencies such as the State Department of Agriculture, Department of Environmental Protection, county extension agents, USDA officials, and other organizations that may have an impact on funding, subsidy payments, or general support. As a part of this process, Evergreen will need to be prepared to receive and respond to calls from various private and governmental persons/entities to verify facts, clarify plans, and enter into general discussions related to the Project. The process may also include a few on-farm meetings, and, on some rare occasions, Evergreen personnel may need to attend an off-site meeting. Evergreen understands that its participation in this process will be crucial, with the understanding that Bion will work to minimize these sorts of distractions to the greatest extent possible.

The final agreement between the parties will need to address many additional matters and agree on material terms acceptable to Bion and Evergreen including the following:

1. Ownership and ultimate disposition of the by-products (coarse and fine solids, nutrients) from the System.
2. Operating standards for the System whether operated by Bion or Evergreen: essential because it relates to both Evergreen's environmental compliance and Bion's ability to use the facility as a showcase to further its business.
3. Agreed upon procedure to enable Bion to bring visitors to the site.
4. Normal contractual requirements and provisions for both parties.

If the above reflects your understanding of the intent of the parties, please sign below and return to Bion together with the executed Confidentiality/Proprietary Information Agreement.

Yours,

Bion Environmental Technologies, Inc.

/s/ David Mager, 8/18/07


Evergreen Farm



By: /s/ Andrew R. Harpster, 8/16/07

Table 1. Summary of Pollution Control Standards for a Typical Bion Waste
Management System

              Liquid Effluent
             Discharge Residual
Parameter            a                             Atmospheric Emissions
-----------  -------------------  ------------------------------------------------------
                 N         P          NH3       CH4       H2S        NOx        VOC
             (Nitrogen)  (Phos-    (Ammonia) (Methane) (Hydrogen  (Nitrogen  (Volatile
                         phorous)                       Sulfide)    Oxides)   Organic
                                                                              Compounds)
-----------  ----------  --------  --------- ---------  ---------  --------  -----------
                                              lb / cow - year b
             ---------------------------------------------------------------------------
Bion
Process
Direct
  c                                   0.60      50         1.0       0.040       0.15
-----------  ----------  --------  --------- ---------  ---------  --------  -----------
Whole
Farm
Bion Waste     107 to     15 to        18      130         4.0       0.32        3.2
Mgmt            130         18
System           a          a
   d
-----------  ----------  --------  --------- ---------  ---------  --------  -----------

a Effluent from storage to land application / irrigation.
b A cow is defined as a 1,400 pound lactating production dairy cow.
c Emissions from the open surfaces of the complete mix Bion nutrient management system
  determined from direct monitoring of the Bion process units.
d Whole farm waste management system atmospheric emissions are all those generated from
  the point of waste generation from the animal, milk-house, etc., all waste handling and
  processing, and emissions produced after land application for crop uptake assuming all
  residuals, liquid and solids remain on the farm.  All non-waste management system
  emission components such as emissions from animal enteric releases or those generated
  from feed handling and storage are not included.


EXHIBIT 9.2

BION ENVIRONMENTAL TECHNOLOGIES, INC.

Bion Announces Agreement with Evergreen Dairy to Reduce Air Emissions and Nutrients

August 22, 2007. New York, New York. Bion Environmental Technologies, Inc. (OTC BB: BNET) announced today that it has executed a Letter of Intent with Evergreen Farms, Inc., subject to final terms to be negotiated, nutrient trading credit approval and financing. Bion will install its integrated technology platform, which incorporates its patented animal waste treatment and cellulosic renewable energy production technologies, at Evergreen's 3,000-head dairy operation near Spruce Creek, Huntingdon County, Pennsylvania. The dairy is located in the Chesapeake Bay Watershed, the largest estuary in the U.S. and a region with a high environmental profile (and priority) due to its proximity to Washington, D.C and its critical nutrient pollution problems.

The Bion system will provide a comprehensive solution to Evergreen's animal waste issues, since the system reduces both air emissions and nutrients in the effluent discharge. Livestock air emissions of ammonia are one of the largest causes of nutrient pollution of the Chesapeake Bay. Based on Bion's previously reported data from its Texas installation (report available at www.biontech.com), the Company projects nutrient reductions in the effluent discharge of 75% or greater. Reductions in excess of 80% on a whole farm basis are predicted for several key air emission constituents, including annual reductions in estimated greenhouse gas emissions of five tons (or greater) per milking cow.

The Chesapeake Bay Watershed represents a favorable strategic location for Bion to demonstrate the effectiveness of its integrated technology platform, particularly its ability to reduce ammonia emissions, to state and federal legislative and regulatory agencies, the livestock industry, and environmental and other interested stakeholders. Ammonia from livestock in some Pennsylvania counties represents up to 41% of those counties' nitrogen nutrient pollution impacting the Chesapeake Bay. While an alternative manure treatment method - anaerobic digestion - can also harvest some of the renewable energy content of livestock manure, according to the USEPA, such digesters do not mitigate ammonia emissions or nutrient discharges.

Ammonia is a regulated pollutant under USEPA CERCLA regulations which requires notification if the facility emits more than 100 pounds of ammonia per day. Recently, the ammonia issue related to livestock has begun to be looked at with greater concern, as evidenced by the recent legislative efforts in Oregon, New Jersey and Iowa. The Packard Foundation recently announced a commitment of over $5 million per year over the next five years to seek ways to reduce the impact of livestock operation emissions and releases of nitrogen pollution.

Bion believes that the reductions of both airborne ammonia and the nutrients in the effluent (75% or greater of nitrogen and phosphorus) that will be achieved at Evergreen will qualify for nutrient trading credits under the Pennsylvania Department of Environmental Protection's Nutrient Trading Program. The Nutrient Trading Program is part of a multi-state, multi-agency initiative, the Chesapeake Bay Program, to restore the Chesapeake Bay, with the goal of removing the Bay and its tidal waters from the list of nutrient- impaired water bodies by 2010. The Evergreen Farm installation will enable Bion to demonstrate the effectiveness of its nutrient management solution to all the participants in the Chesapeake Bay Program, which includes the USEPA, the states of Pennsylvania, Virginia and Maryland and the District of Columbia. Pollution reductions achieved by the Bion system at Evergreen Farm have the potential to generate revenues through nutrient trading, greenhouse gas credits and potentially other avenues. Regulatory and certifying bodies will be provided sampling and testing protocols to validate system operating results upon which these revenues will be based, and to verify continuing system performance.

Bion will utilize the Evergreen installation to generate additional air emissions data in support of its permitting efforts for the development of large-scale integrated agriculture projects that will include livestock and ethanol facilities. One such Integrated Project is the subject of ongoing discussions with local and state officials in upstate New York, where Bion is working to develop an integrated agriculture facility including a 42 million gallon per year ethanol plant and an 84,000 head cattle facility.


About Bion: Bion's patented and proprietary technology platform reduces the environmental impact of large-scale livestock operations, such as dairies and cattle feeding operations, and produces renewable energy from the livestock waste stream. Air and water pollution from Confined Animal Feeding Operations (CAFOs) is reduced to such low levels that high-density livestock operations can now be constructed on a scale large enough (50,000+ head) to efficiently integrate them with biofuel/ethanol production in a manner that is environmentally sustainable (Integrated Projects). Onsite production and use of co-products - renewable energy from the livestock and the distillers grain from the ethanol process - will create increased efficiencies and profitability for both Project partners. Bion intends to focus its efforts on development, operation and ownership of Integrated Projects in multiple states.

This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the word "projects," "will," "believes" 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.

For further information, please visit the Company's website at www.biontech.com, or contact:

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