UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



May 13, 2011

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 of Incorporation


Commission File Number


IRS Employer Identification 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 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION

OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;

COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.


Effective May 13, 2013, Dominic Bassani has become the Company s Interim CEO.  Mr. Bassani has served the Company in various executive capacities since 2000.  Mr. Bassani and the Company have agreed to negotiate, during the next three months, an extension/amendment of the existing agreement with Bright Capital, Ltd. pursuant to which Mr. Bassani currently serves the Company.


Effective May 13, 2011, William O Neill has resigned from his positions as Director and CEO of the Company.  As the result of Mr. O Neil s resignation, his employment agreement has been terminated and, pursuant to its terms, 679,688 options granted to Mr. O Neill have been cancelled and 70,312 options remain outstanding and vested. Mr. O Neill will assist the Company on an as needed basis to insure a smooth transition.


I TEM 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

Number



Description




  10.01


Resignation of William O Neill (effective May 13, 2011)


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:  May 13, 2011

By: /s/ Mark A. Smith

       Mark A. Smith, President





EXHIBIT 10.01




Fr om : Bill ONeill [mailto:boneill@biontech.com]

Sent: Friday, May 13, 2011 7:32 AM

To: 'Mark A Smith'

Cc: jon943@comcast.net; ed@schafer.net; 'Dominic Bassani'

Subject: RE: Resignation


I am submitting my resignation effective today, May 13, 2011.


Regards,


Bill ONeill

Bion Environmental Technologies

Cell: 813 505 7490

Office: 813 442 8045


The information contained in this communication is confidential, intended only for the use of the recipient named above and may be legally privileged. If the reader of this message is not the intended recipient or person responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. This communication is for information purposes only and should not be regarded as an offer to sell or as a solicitation of any hind. Any information set forth, may have been obtained from sources which we believe reliable, but we cannot guarantee its accuracy. Email transmission cannot be guaranteed to be secure or error free. Therefore we do not represent that this information is complete or accurate, and it should not be relied upon as such. All information is subject to change without notice.