PRELIMINARY COPY

                       BION ENVIRONMENTAL TECHNOLOGIES, INC.
                         18 East 50th Street, 10th Floor
                           New York, New York  10022
                                (212) 758-6622


                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD JUNE 19, 2002

TO THE SHAREHOLDERS OF BION ENVIRONMENTAL TECHNOLOGIES, INC.:

     NOTICE HEREBY IS GIVEN that a Special Meeting of Shareholders of Bion
Environmental Technologies, Inc., a Colorado corporation (the "Company"), will
be held at the Company's headquarters at 18 East 50th Street, 10th Floor, New
York, New York, on Wednesday, June 19, 2002, at 10:00 a.m., Eastern Time, and
at any and all adjournments thereof, for the purpose of considering and acting
upon the following matters.

     1.   The abandonment of a previously approved 1 for 3.5 reverse split and
the approval of a proposed 1 for 10 reverse split of the outstanding shares of
the Company's common stock; and

     2.   The transaction of such other business as may properly come before
the meeting or any adjournment thereof.

     Only holders of the no par value common stock of the Company of record at
the close of business on May 31, 2002, will be entitled to notice of and to
vote at the Meeting or at any adjournment or adjournments thereof.  The
proxies are being solicited by the Board of Directors of the Company.

     All shareholders, whether or not they expect to attend the Special
Meeting of Shareholders in person, are urged to sign and date the enclosed
Proxy and return it promptly in the enclosed postage-paid envelope which
requires no additional postage if mailed in the United States.  The giving of
a proxy will not affect your right to vote in person if you attend the
Meeting.

                              BY ORDER OF THE BOARD OF DIRECTORS


                              DAVID J. MITCHELL, PRESIDENT


New York, New York
May 31, 2002





                                                            PRELIMINARY COPY

                       BION ENVIRONMENTAL TECHNOLOGIES, INC.
                         18 East 50th Street, 10th Floor
                           New York, New York  10022
                                (212) 758-6622

                         ------------------------------
                                PROXY STATEMENT
                         ------------------------------

                         SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD JUNE 19, 2002

                              GENERAL INFORMATION

     The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Bion Environmental Technologies, Inc., a Colorado corporation
(the "Company," "we," "us" or "our"), for use at the Company's Special Meeting
of Shareholders to be held at the Company's headquarters at 18 East 50th
Street, 10th Floor, New York, New York, on Wednesday, June 19, 2002, at 10:00
a.m., Eastern Time, and at any and all adjournments thereof.  It is
anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or about June 4, 2002.

     Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting.  The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company.  It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them.  Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.

     All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.

                      SHARES OUTSTANDING AND VOTING RIGHTS

     All voting rights are vested exclusively in the holders of the Company's
no par value common stock, with each share entitled to one vote.  Only
shareholders of record at the close of business on May 31, 2002, are entitled
to notice of and to vote at the Meeting or any adjournment thereof.  On May
31, 2002, the Company had 52,671,128 shares of its no par value common stock
outstanding.  Centerpoint Corporation, a majority-owned subsidiary, holds
19,000,000 of the shares outstanding.  Under Section 7-107-202(2) of the
Colorado Business Corporation Act these shares are not entitled to vote at the
Meeting.  As a result, 33,671,128 shares of common stock are entitled to vote
at the Meeting, each of which is entitled to one vote on all matters to be
voted upon at the Meeting.

     A majority of the Company's common stock entitled to vote at the Meeting
represented in person or by proxy shall constitute a quorum at the Meeting.

                          SECURITY OWNERSHIP OF CERTAIN
                         BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number and percentage of shares of
the Company's no par value common stock owned beneficially, as of May 31,
2002, by any person, who is known to the Company to be the beneficial owner of
5% or more of such common stock, and, in addition, by each Director of the
Company, Nominee for Director, and Executive Officer and by all Directors,
Nominees for Director and Executive Officers of the Company as a group.
Information as to beneficial ownership is based upon statements furnished to
the Company by such persons.

                                                        Percent of Class
                                                     ----------------------
Name and Address of          Amount and Nature of                  Entitled
Beneficial Owner             Beneficial Ownership    Outstanding   to Vote
-------------------          --------------------    -----------   --------

David J. Mitchell                18,706,663(1)          29.7%       41.4%
18 E. 50th Street
10th Floor
New York, NY  10022

Centerpoint Corporation          19,000,000(2)          36.1%        --
18 E. 60th Street
10th Floor
New York, NY  10022

Mark A. Smith                     7,186,075(3)          13.6%       21.3%
409 Spruce Street
Boulder, CO  80302

Jere Northrop                     1,639,792(4)           3.1%        4.9%
1961 Tonawanda Creek Rd.
Amherst, NY  14228

Atlantic Partners LLC            10,373,427(5)          16.5%       23.6%
18 E. 50th Street
10th Floor
New York, NY  10022

LoTayLingKyur Foundation          2,716,186              5.2%        8.1%
409 Spruce Street
Boulder, CO  80302

Dublin Holding, Ltd.              2,805,653              5.3%        8.3%
C/O Amerilawyer, Ltd.
Attn: Lloyd Rodney, Esq.
Harbor House
P.O. Box 120, Grand Turk
Turks & Caicos Isl., B.W.I.

Salvatore J. Zizza                  438,003(6)           0.8%        1.3%
810 Seventh Ave., 27th Floor
New York, NY  10019



                                     2


Andrew G. Gould                      88,497(7)           0.2%        0.3%
c/o Bion Environmental
  Technologies
18 E. 50th Street, 10th Floor
New York, NY  10022

Howard E. Chase                         -0-               --          --
44 Holland Brook Road
Whitehouse Station, NJ  08889

David Fuller                         19,167(8)             *           *
18 E. 50th Street, 10th Floor
New York, NY  10022

All Directors, Nominees          20,892,122(9)          33.0%       47.1%
for Director and Executive
Officers as a Group (6
persons)
__________________

* Less than 0.1%

(1)  Includes 557,326 shares held by D2 Co., LLC, which is wholly owned by
     David Mitchell; 594,835 shares held by a trust for the benefit of D2
     Co., LLC; warrants owned by Atlantic Partners LLC, which is wholly
     owned by David Mitchell, to purchase 10,373,427 shares of Common stock
     exercisable until February 16, 2006; and 30,000 shares underlying bridge
     warrants held by D2 Co., LLC.  Also includes 20,000 shares held by a
     minor child of David Mitchell. Also includes 7,161,075 shares over
     which David Mitchell (through D2 Co., LLC) holds voting control through
     a voting agreement involving shares beneficially owned by Mark A. Smith
     including LoTayLingKyur, Inc. (owned by Mr. Smith and his wife), the
     LoTayLingKyur Foundation (operated by Mr. Smith) and Dublin Holding,
     Ltd. (voted by Mr. Smith).

(2)  Centerpoint Corporation is currently majority-owned by the Company.
     Under Colorado law, the shares held by  Centerpoint Corporation are not
     entitled to vote at the Meeting.

(3)  Includes 476,226 shares held jointly by Mark Smith with his wife;
     596,822 shares held by Mark A. Smith IRA Rollover; 509,036 shares held
     by Kelly Smith IRA Rollover; 2,716,186 shares held by LoTayLingKyur
     Foundation which is controlled by Mark Smith; 57,152 shares held by
     LoTayLingKyur, Inc. which is owned by Mark A. Smith and his wife;
     and 2,805,653 shares held by Dublin Holding, Ltd. ("DHL").  Also
     includes 25,000 shares underlying currently exercisable options held
     by Mark A. Smith.  Mr. Smith disclaims beneficial ownership of the
     shares held by DHL.  The DHL shares are currently subject to a voting
     agreement with D2 Co., LLC, which is owned by David Mitchell.  Mr.
     Smith acts as agent of DHL for various purposes, including voting the
     shares on limited matters not covered by the voting agreement.

(4)  Includes 1,053,952 shares held directly by Jere Northrop; 359,010 shares
     held by his wife; and 201,830 shares held by a family trust; and options
     to purchase 25,000 shares held by Mr. Northrop.  Does not include shares
     owned by an adult child of Jere Northrop, 15,080 shares owned by the
     Jere and Lynn Northrop Family Foundation, and 79,052 shares owned by the
     Jere Northrop Family trust, for each of which Mr. Northrop disclaims
     beneficial ownership.

                                   3


(5)  Atlantic Partners LLC, which is wholly owned by David Mitchell, owns
     warrants to purchase 10,373,427 shares of Common stock at $.75 per
     share through February 16, 2006.

(6)  Includes 218,453 shares held by Mr. Zizza; options held by Mr. Zizza to
     purchase 175,000 shares of Common stock at $1.10 per share until
     December 31, 2003; shares underlying J1 bridge warrants to purchase
     15,000 shares of Common stock at $.60 per share until December 31,
     2004; and shares underlying an underlying J1B bridge warrant to purchase
     29,550 shares of Common stock at $.75 per share until December 31, 2004.

(7)  Includes 11,134 shares held by Mr. Gould; options held by Mr. Gould to
     purchase 75,000 shares of Common stock at $.75 per share until December
     31, 2003; and 2,363 shares underlying warrants.

(8)  Includes 5,000 shares held by Mr. Fuller and options to purchase
     14,167 shares of Common stock at $1.10 per share until December 31,
     2003.

(9)  Includes 10,725,340 shares underlying options and warrants exercisable
     within sixty days.

                       PROPOSED REVERSE STOCK SPLIT

     At the Company's Annual Meeting of Shareholders on April 4, 2002, the
shareholders approved a 1 for 3.5 reverse split of the outstanding shares of
the Company's Common stock in connection with the Company's application to
list its Common stock on the American Stock Exchange.  One of the requirements
for listing on the American Stock Exchange is that the stock be trading at a
price of at least $3.00 per share.  Since the time of the shareholder approval
of the reverse split at the Annual Meeting, the market price of the Company's
stock has declined to a point where the implementation of a reverse split of
the magnitude that was approved would not have the desired effect of meeting
the minimum price requirements of the American Stock Exchange.  Accordingly,
the Board of Directors has proposed that the previously authorized 1 for 3.5
share reverse stock split be abandoned in favor of implementing a 1 for 10
share reverse split.  There are presently 52,671,128 shares outstanding, and
the reverse split would therefore reduce this number to approximately
5,267,113 shares.  No fractional shares would be issued and instead a whole
share would be issued to any shareholder entitled to a fraction of a share.
During the last six months the Company's Common stock has been trading in the
approximate range of $0.51 to $1.62 per share.

     The Board of Directors still believes that it is in the best interests of
the Company and its shareholders to pursue a listing on the American Stock
Exchange or some other suitable exchange to provide greater exposure for the
Company in the investment community and to provide greater liquidity for the
Company's shareholders.

     In the event that the reverse stock split is not approved by the
Company's shareholders, it is likely that the Company's Common stock will not
be accepted for listing on the American Stock Exchange.  Even if the reverse
stock split is approved, there can be no assurance that the Company's
application for listing will be accepted.  If the application is not accepted,
it is expected that the Company's Common stock will continue to be quoted on
the OTC Bulletin Board unless it can qualify to be listed on some other
suitable exchange.

                                    4


     If the reverse stock split is approved, it will not occur until the
Company receives approval of its listing application by the American Stock
Exchange.  If we are advised by the American Stock Exchange that the Company's
application for listing will not be approved, then the reverse stock split
will not occur.

     It is anticipated that the reverse stock split would become effective
approximately ten days after the Company receives approval of its listing
application by the American Stock Exchange.

     A reverse stock split has no federal income tax consequences in that it
is a non-taxable distribution of the Company's stock under Section 305 of the
Internal Revenue Code.  A shareholder's basis in each 10 shares held before
the reverse split will become the basis in one share after the reverse split.

     Since no shareholder will be eliminated as the result of the proposed
reverse stock split, shareholders will not be entitled to assert any rights of
appraisal or other similar rights of dissenters under applicable state law.
All shareholders will be treated equally under the proposed reverse stock
split and no member of the Company's management or any of their associates has
any substantial interest in its approval.

     Shareholders who, after the reverse split, would hold less than 100
shares of the Company's Common Stock may have difficulty in selling their
shares, or have to pay additional expenses or commissions when selling their
shares.

              VOTE REQUIRED FOR APPROVAL; BOARD RECOMMENDATION

     The affirmative vote of a majority of the shares represented at the
meeting, in person or by proxy, will be required to approve the proposed
reverse stock split.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.

                               OTHER BUSINESS

     As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set
forth herein.  However, if any other matters are properly brought before the
Meeting, the shares represented by valid proxies will be voted with respect to
such matters in accordance with the judgment of the persons voting them.  A
majority vote of the shares represented at the meeting is necessary to approve
any such matters.

                DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
               FOR THE ANNUAL MEETING TO BE HELD IN MARCH 2003

     Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders to be held in March 2003 must be received at
the offices of the Company, 18 East 50th Street, 10th Floor, New York, New
York 10022, a reasonable amount of time prior to the meeting in order to be
included in the Company's proxy statement and proxy relating to that meeting.


                                    DAVID J. MITCHELL, PRESIDENT

New York, New York
May 31, 2002

                                    5


                                                            PRELIMINARY COPY

P R O X Y
                     BION ENVIRONMENTAL TECHNOLOGIES, INC.
                 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    The undersigned hereby appoints David J. Mitchell with the power to
appoint a substitute, and hereby authorizes him to represent and to vote as
designated below, all the shares  of common stock of Bion Environmental
Technologies, Inc. (the "Company") held of record by the  undersigned on May
31, 2002, at the Special Meeting of Shareholders to be held on June 19, 2002,
or any adjournment thereof.

     1.  The abandonment of a previously approved 1 for 3.5 reverse split and
the approval of a proposed 1 for 10 reverse split of the outstanding shares of
the Company's common stock.

          [  ]  FOR     [   ]   AGAINST     [   ]   ABSTAIN

     2.  To transact such other business as may properly come before the
meeting.

    THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.

     SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE.  THIS PROXY CONFERS
DISCRETIONARY AUTHORITY WITH RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.

    The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement.


Dated:  _____________, 2002.
                                  _________________________________________


                                  _________________________________________
                                       Signature(s) of Shareholder(s)


Signature(s) should agree with the name(s) stenciled hereon.  Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BION
ENVIRONMENTAL TECHNOLOGIES, INC.  PLEASE SIGN AND RETURN THIS PROXY IN THE
ENCLOSED PRE-ADDRESSED ENVELOPE.  THE GIVING OF A PROXY WILL NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.