AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30,  1998
                         REGISTRATION  STATEMENT  NO.  333-

                       SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON,  D.C.    20549
                             _______________________
                                     FORM  S-8
                            REGISTRATION  STATEMENT
                                       UNDER
                         THE  SECURITIES  ACT  OF  1933 
                              ______________________

                     BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.
       (Exact  name  of  registrant  as  specified  in  its  charter)

               COLORADO                                     84-1176672
     (State  or other jurisdiction                         (IRS Employer
      of incorporation or organization)                 Identification  No.)


                       BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.
                        555  SEVENTEENTH  STREET,  SUITE  3310
                             DENVER,  COLORADO    80202
                                   (303)  294-0750

     (Address,  including zip code, and telephone number, including area code,
     of  registrant's  principal  executive  offices  and  place  of business)
     BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.  FISCAL YEAR 1994 INCENTIVE PLAN
     (Full  Title  of  Plans)
                      JON  NORTHROP,  CHAIRMAN  AND  CEO
                    BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.
                    555  SEVENTEENTH  STREET,  SUITE  3310
                          DENVER,  COLORADO    80202
                                (303)  294-0750
       (Name,  address,  including  zip  code,  and  telephone  number,
                including  area  code,  of  agent  for  service)
                                 COPY  TO:
                         STANLEY  F.  FREEDMAN,  ESQ.
                    KRYS  BOYLE  FREEDMAN  &  SAWYER,  P.C.
                  600  SEVENTEENTH  STREET,  SUITE  2700  SOUTH
                         DENVER,  COLORADO    80202-5427
                   ________________________________________

Pursuant  to General Instruction E to Form S-8, this Registration Statement is
being  filed  to  register additional securities under the Registrant's Fiscal
Year  1994 Incentive Plan and incorporates the Registrant's prior Registration
Statement  on  Form  S-8  relating to the Fiscal Year 1994 Incentive Plan, SEC
File  No.  333-06407.
                      CALCULATION  OF  REGISTRATION  FEE

                                     Proposed          Proposed
                                      Maximum          Maximum
                        Amount        Offering        Aggregate     Amount of
Title  of  Securities   to  be       Price Per         Offering    Registration
to be Registered     Registered 1     Share 2          Price 3          Fee
-------------------- ------------   -----------  ---------------- -------------

Common  Stock,  
 $.00 par value       865,032         $7.00          $ 6,055,224     $1,786.29


     (Footnotes  on  following  page)

___________________

1         430,928 shares registered on Form S-8 filed on behalf of the Company
with  the  Commission  on  June  6,  1996.

2          Estimated  solely  for the purpose of calculating the amount of the
registration  fee.

3      Registration fee based upon shares to be issued in the future from time
to  time  pursuant  to  the  Registrant's  Fiscal  Year  1994  Incentive Plan,
calculated  pursuant  to  Rule  457(h)  under  the  Securities Act of 1933, as
amended.

<PAGE>

     PART  II

     INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT


ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  documents  listed  below  in paragraphs (a) through (c) of this Item
hereby  are  incorporated  by  reference  in  this Registration Statement.  In
addition,  all  documents  hereafter  filed  by Registrant pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange  Act"),  prior  to  the  filing of a post-effective amendment which
indicates  that all securities offered have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.

     (a)    Registrant's  Annual Report on Form 10-KSB for Registrant's fiscal
year  ended  June  30,  1997,  filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act.

     (b)    All other reports filed by Registrant pursuant to Section 13(a) or
15(d)  of  the  Exchange  Act  since the end of the fiscal year ended June 30,
1997.

     (c)  Description of Registrant's Common Stock, no par value, as set forth
in  Item  11  of Registrant's Registration Statement on Form 10, as filed with
the  Commission  on  June  5,  1991.

ITEM  4.          DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Colorado  Business  Corporation  Act  generally  provides  that  a
corporation  may  indemnify  its  directors,  officers,  employees  and agents
against  liabilities  and  reasonable  expenses  (including  attorneys'  fees)
incurred  in connection with any threatened, pending or completed action, suit
or  proceeding,  whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of being or having been
a  director, officer, employee, fiduciary or agent of the Corporation, if such
person  acted  in  good  faith and reasonably believed that his conduct in his
official  capacity  with  the  Corporation  was  in  the best interests of the
Corporation  (or,  with  respect  to  employee  benefit plans, was in the best
interests  of  the  participants  in or beneficiaries of the plan), and in all
other  cases  his  conduct  was at least not opposed to the Corporation's best
interests.    In  the  case  of  a criminal proceeding, the director, officer,
employee or agent must have had no reasonable cause to believe his conduct was
unlawful.   The Corporation may not indemnify a director, officer, employee or
agent in connection with a proceeding by or in the right of the Corporation if
such person is adjudged liable to the Corporation, or in a proceeding in which
such  person  is  adjudged liable for receipt of an improper personal benefit.
Unless limited by the Corporation's Articles of Incorporation, the Corporation
shall be required to indemnify a director or officer of the Corporation who is
wholly successful, on the merits or otherwise, in defense of any proceeding to
which  he  was  a  party,  against  reasonable  expenses  incurred  by  him in
connection  with  the  proceeding.    The  foregoing  indemnification  is  not
exclusive of any other rights to which those indemnified may be entitled under
applicable  law,  the  Corporation's  Articles  of  Incorporation,  Bylaws,
agreement,  vote  of  shareholders  or  disinterested directors, or otherwise.

     The  Corporation's Articles of Incorporation and Bylaws generally provide
for  indemnification  of  directors,  officers,  employees  and  agents to the
fullest  extent  allowed  by  law.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.          EXHIBITS.

ITEM:            DESCRIPTION:
----             -----------

4          Instruments  defining  the rights of holders, including Indentures:
           ------------------------------------------------------------------

4.1     Articles of Incorporation of Registrant (as amended)  previously filed
and  incorporated  herein  by  reference.

4.2      Bylaws of Registrant (incorporated by reference to Exhibit 4.2 to the
Registrant's  Form  S-8  Registration  Statement  No.  333-06407.

4.3          Statement of Designations and Preferences of Series B Convertible
Preferred  Stock  previously  filed  and  incorporated  herein  by  reference.

5          Opinion  re:  legality:
           ----------------------

5.1         Opinion of Krys Boyle Freedman & Sawyer, P.C. dated June 29, 1998.

23          Consents  of  Experts  and  Counsel:
            -----------------------------------

23.1       Consent of Krys Boyle Freedman & Sawyer, P.C. (contained in Exhibit
5.1).

23.2     Consent of Ehrhardt, Keefe, Steiner & Hottman, P.C., Certified Public
Accountants.

24          Power  of  attorney:
            -------------------

Not  applicable.

28          Information  from  reports furnished to state insurance regulatory
            ------------------------------------------------------------------
authorities:
      -----

Not  applicable.

99          Additional  exhibits:
            --------------------

None.

ITEM  9.          UNDERTAKINGS.

     The  undersigned  Registrant  hereby  undertakes:

     (1)   To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

     To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the registration statement or any
material  change  to  such  information  in  the  registration  statement;

     (2)    That,  for  the  purpose  of  determining  any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  registration statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

     (3)    To remove from registration by means of a post-effective amendment
any  of the securities being registered which remain unsold at the termination
of  the  offering.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange of 1934 (and, where applicable, each filing of an employee
benefit  plan's  annual  report  pursuant  to  Section 15(d) of the Securities
Exchange  Act  of  1934) that is incorporated by reference in the registration
statement  shall  be deemed to be a new registration statement relating to the
securities  offered  therein, and the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.    In  the  event  that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
Registrant  of expenses incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the successful defense of any action, suit or
proceeding)  is  asserted  by  such director, officer or controlling person in
connection  with  the securities being registered, the Registrant will, unless
in  the  opinion  of  its  counsel  the matter has been settled by controlling
precedent,  submit to a court of appropriate jurisdiction the question whether
such  indemnification  by  it is against public policy as expressed in the Act
and  will  be  governed  by  the  final  adjudication  of  such  issue.

     SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto  duly  authorized, in the City of Denver, State of Colorado, on June
29,  1998.

     BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.



     By      /s/  Jon  Northrop
       ------------------------
  Jon  Northrop,  Chairman,
   Chief  Executive  Officer  and
   Secretary


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
Registration  Statement  has been signed below by the following persons in the
capacities  and  on  the  date  indicated.

       SIGNATURES                        TITLE                    DATE
       ----------                        -----                    ----





 /s/  Jon  Northrop          Chairman  of  the  Board,          June  30, 1998
-------------------
Jon  Northrop                Chief  Executive  Officer  and
                             Secretary  (Principal  Executive
                             Officer)  and  Director



 /s/  Jere  Northrop         President  and  Director          June  30, 1998
--------------------
Jere  Northrop



 /s/  M.  Duane  Stutzman     Treasurer (Principal Financial     June 30, 1998
-------------------------
M.  Duane  Stutzman           and  Accounting  Officer)  and
                              Director


 /s/  Ronald  G.  Cullis      Director                           June  30, 1998
------------------------
Ronald  G.  Cullis



 /s/  John  Schwanekamp       Director                          June  30, 1998
-----------------------
John  Schwanekamp
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13694}]
{"company-data": {"conformed-name": "BION ENVIRONMENTAL TECHNOLOGIES INC", "cik": "0000875729", "assigned-sic": "3590", "irs-number": "841176672", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58159", "film-number": "98658264"}, "business-address": {"street1": "555 17TH ST", "street2": "STE 3310", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032940750"}, "former-company": {"former-conformed-name": "RSTS CORP", "date-changed": "19930328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30,  1998
                         REGISTRATION  STATEMENT  NO.  333-

                       SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON,  D.C.    20549
                             _______________________
                                     FORM  S-8
                            REGISTRATION  STATEMENT
                                       UNDER
                         THE  SECURITIES  ACT  OF  1933 
                              ______________________

                     BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.
       (Exact  name  of  registrant  as  specified  in  its  charter)

               COLORADO                                     84-1176672
     (State  or other jurisdiction                         (IRS Employer
      of incorporation or organization)                 Identification  No.)

                       BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.
                        555  SEVENTEENTH  STREET,  SUITE  3310
                             DENVER,  COLORADO    80202
                                   (303)  294-0750

     (Address,  including zip code, and telephone number, including area code,
     of  registrant's  principal  executive  offices  and  place  of business)
     BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.  FISCAL YEAR 1994 INCENTIVE PLAN
     (Full  Title  of  Plans)
                      JON  NORTHROP,  CHAIRMAN  AND  CEO
                    BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.
                    555  SEVENTEENTH  STREET,  SUITE  3310
                          DENVER,  COLORADO    80202
                                (303)  294-0750
       (Name,  address,  including  zip  code,  and  telephone  number,
                including  area  code,  of  agent  for  service)
                                 COPY  TO:
                         STANLEY  F.  FREEDMAN,  ESQ.
                    KRYS  BOYLE  FREEDMAN  &  SAWYER,  P.C.
                  600  SEVENTEENTH  STREET,  SUITE  2700  SOUTH
                         DENVER,  COLORADO    80202-5427
                   ________________________________________

Pursuant  to General Instruction E to Form S-8, this Registration Statement is
being  filed  to  register additional securities under the Registrant's Fiscal
Year  1994 Incentive Plan and incorporates the Registrant's prior Registration
Statement  on  Form  S-8  relating to the Fiscal Year 1994 Incentive Plan, SEC
File  No.  333-06407.
                      CALCULATION  OF  REGISTRATION  FEE

                                     Proposed          Proposed
                                      Maximum          Maximum
                        Amount        Offering        Aggregate     Amount of
Title  of  Securities   to  be       Price Per         Offering    Registration
to be Registered     Registered 1     Share 2          Price 3          Fee
-------------------- ------------   -----------  ---------------- -------------

Common  Stock,  
 $.00 par value       865,032         $7.00          $ 6,055,224     $1,786.29

     (Footnotes  on  following  page)

___________________

1         430,928 shares registered on Form S-8 filed on behalf of the Company
with  the  Commission  on  June  6,  1996.

2          Estimated  solely  for the purpose of calculating the amount of the
registration  fee.

3      Registration fee based upon shares to be issued in the future from time
to  time  pursuant  to  the  Registrant's  Fiscal  Year  1994  Incentive Plan,
calculated  pursuant  to  Rule  457(h)  under  the  Securities Act of 1933, as
amended.
PART  II

     INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  documents  listed  below  in paragraphs (a) through (c) of this Item
hereby  are  incorporated  by  reference  in  this Registration Statement.  In
addition,  all  documents  hereafter  filed  by Registrant pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange  Act"),  prior  to  the  filing of a post-effective amendment which
indicates  that all securities offered have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.

     (a)    Registrant's  Annual Report on Form 10-KSB for Registrant's fiscal
year  ended  June  30,  1997,  filed pursuant to Section 13(a) or 15(d) of the
Exchange  Act.

     (b)    All other reports filed by Registrant pursuant to Section 13(a) or
15(d)  of  the  Exchange  Act  since the end of the fiscal year ended June 30,
1997.

     (c)  Description of Registrant's Common Stock, no par value, as set forth
in  Item  11  of Registrant's Registration Statement on Form 10, as filed with
the  Commission  on  June  5,  1991.

ITEM  4.          DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Colorado  Business  Corporation  Act  generally  provides  that  a
corporation  may  indemnify  its  directors,  officers,  employees  and agents
against  liabilities  and  reasonable  expenses  (including  attorneys'  fees)
incurred  in connection with any threatened, pending or completed action, suit
or  proceeding,  whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of being or having been
a  director, officer, employee, fiduciary or agent of the Corporation, if such
person  acted  in  good  faith and reasonably believed that his conduct in his
official  capacity  with  the  Corporation  was  in  the best interests of the
Corporation  (or,  with  respect  to  employee  benefit plans, was in the best
interests  of  the  participants  in or beneficiaries of the plan), and in all
other  cases  his  conduct  was at least not opposed to the Corporation's best
interests.    In  the  case  of  a criminal proceeding, the director, officer,
employee or agent must have had no reasonable cause to believe his conduct was
unlawful.   The Corporation may not indemnify a director, officer, employee or
agent in connection with a proceeding by or in the right of the Corporation if
such person is adjudged liable to the Corporation, or in a proceeding in which
such  person  is  adjudged liable for receipt of an improper personal benefit.
Unless limited by the Corporation's Articles of Incorporation, the Corporation
shall be required to indemnify a director or officer of the Corporation who is
wholly successful, on the merits or otherwise, in defense of any proceeding to
which  he  was  a  party,  against  reasonable  expenses  incurred  by  him in
connection  with  the  proceeding.    The  foregoing  indemnification  is  not
exclusive of any other rights to which those indemnified may be entitled under
applicable  law,  the  Corporation's  Articles  of  Incorporation,  Bylaws,
agreement,  vote  of  shareholders  or  disinterested directors, or otherwise.

     The  Corporation's Articles of Incorporation and Bylaws generally provide
for  indemnification  of  directors,  officers,  employees  and  agents to the
fullest  extent  allowed  by  law.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.          EXHIBITS.

ITEM:            DESCRIPTION:
----             -----------

4          Instruments  defining  the rights of holders, including Indentures:
           ------------------------------------------------------------------

4.1     Articles of Incorporation of Registrant (as amended)  previously filed
and  incorporated  herein  by  reference.

4.2      Bylaws of Registrant (incorporated by reference to Exhibit 4.2 to the
Registrant's  Form  S-8  Registration  Statement  No.  333-06407.

4.3          Statement of Designations and Preferences of Series B Convertible
Preferred  Stock  previously  filed  and  incorporated  herein  by  reference.

5          Opinion  re:  legality:
           ----------------------

5.1         Opinion of Krys Boyle Freedman & Sawyer, P.C. dated June 29, 1998.

23          Consents  of  Experts  and  Counsel:
            -----------------------------------

23.1       Consent of Krys Boyle Freedman & Sawyer, P.C. (contained in Exhibit
5.1).

23.2     Consent of Ehrhardt, Keefe, Steiner & Hottman, P.C., Certified Public
Accountants.

24          Power  of  attorney:
            -------------------

Not  applicable.

28          Information  from  reports furnished to state insurance regulatory
            ------------------------------------------------------------------
authorities:
      -----

Not  applicable.

99          Additional  exhibits:
            --------------------

None.

ITEM  9.          UNDERTAKINGS.

     The  undersigned  Registrant  hereby  undertakes:

     (1)   To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

     To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the registration statement or any
material  change  to  such  information  in  the  registration  statement;

     (2)    That,  for  the  purpose  of  determining  any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  registration statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

     (3)    To remove from registration by means of a post-effective amendment
any  of the securities being registered which remain unsold at the termination
of  the  offering.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange of 1934 (and, where applicable, each filing of an employee
benefit  plan's  annual  report  pursuant  to  Section 15(d) of the Securities
Exchange  Act  of  1934) that is incorporated by reference in the registration
statement  shall  be deemed to be a new registration statement relating to the
securities  offered  therein, and the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification is against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.    In  the  event  that  a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
Registrant  of expenses incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the successful defense of any action, suit or
proceeding)  is  asserted  by  such director, officer or controlling person in
connection  with  the securities being registered, the Registrant will, unless
in  the  opinion  of  its  counsel  the matter has been settled by controlling
precedent,  submit to a court of appropriate jurisdiction the question whether
such  indemnification  by  it is against public policy as expressed in the Act
and  will  be  governed  by  the  final  adjudication  of  such  issue.

     SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration  Statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto  duly  authorized, in the City of Denver, State of Colorado, on June
29,  1998.

     BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.

     By      /s/  Jon  Northrop
       ------------------------
  Jon  Northrop,  Chairman,
   Chief  Executive  Officer  and
   Secretary

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
Registration  Statement  has been signed below by the following persons in the
capacities  and  on  the  date  indicated.

       SIGNATURES                        TITLE                    DATE
       ----------                        -----                    ----

 /s/  Jon  Northrop          Chairman  of  the  Board,          June  30, 1998
-------------------
Jon  Northrop                Chief  Executive  Officer  and
                             Secretary  (Principal  Executive
                             Officer)  and  Director

 /s/  Jere  Northrop         President  and  Director          June  30, 1998
--------------------
Jere  Northrop

 /s/  M.  Duane  Stutzman     Treasurer (Principal Financial     June 30, 1998
-------------------------
M.  Duane  Stutzman           and  Accounting  Officer)  and
                              Director

 /s/  Ronald  G.  Cullis      Director                           June  30, 1998
------------------------
Ronald  G.  Cullis

 /s/  John  Schwanekamp       Director                          June  30, 1998
-----------------------
John  Schwanekamp