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


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 4, 2003


                        N-VIRO INTERNATIONAL CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


     DELAWARE     0-21802     34-1741211
     (STATE  OR  OTHER  JURISDICTION     (COMMISSION     (IRS  EMPLOYER
     OF  INCORPORATION)     FILE  NUMBER)     IDENTIFICATION  NO.)


     3450  W.  CENTRAL  AVENUE,  SUITE  328
     TOLEDO,  OHIO          43606
     (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)          (ZIP  CODE)


         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (419) 535-6374






ITEM  5.     OTHER  EVENTS

N-Viro International Corporation (the "Company") announced today the 2003 Annual
Stockholders  Meeting  will be held on August 14, 2003, as approved by the Board
of  Directors  at a meeting on March 4, 2003. This date is approximately 95 days
later  than  the  2003  meeting  date referenced in the Company's 2002 Notice of
Annual Meeting and Proxy Statement dated April 5, 2002. The reasons cited by the
Board  for delaying the annual meeting include the following: (1) the Company is
planning on amending its 1998 Stock Option Plan, which is scheduled to expire in
May,  2003,  and  additional  time  is  necessary  to  finalize  the form of the
amendment prior to submitting it to shareholders for approval; (2) the Company's
directors  have  had  preliminary  discussions  on  a  possible amendment to the
Company's  Certificate  of  Incorporation  and  By-Laws  to change the number of
directors  on  its  Board,and a special committee has been established to review
this  issue  and  issue a report to the Board in the next thirty (30) days, and,
any  actions  approved  by  the  Board  with  respect  to amending the Company's
Certificate  of  Incorporation  would need to be approved by the shareholders at
the  annual  meeting in order to be effective; and (3) the Company believes that
by  delaying the annual meeting it will realize cost savings through an enhanced
ability  to  rely  upon  internal  resources to prepare and administer the proxy
documents  and  other  public  filings, as compared to solely relying on outside
legal  counsel  to  prepare  such  items.

As such, the Board of Directors requests that any shareholder proposals intended
for  inclusion  in  the Company's proxy materials for the 2003 Annual Meeting be
submitted  to  James K. McHugh, Chief Financial Officer, Treasurer and Corporate
Secretary  of  the Company, in writing no later than April 21, 2003.  Unless the
Company  has been given written notice by May 26, 2003 of a shareholder proposal
to  be  presented at the 2003 Annual Meeting other than by means of inclusion in
the  Company's  proxy  materials  for  the meeting, persons named in the proxies
solicited  by the Board of Directors for the meeting may use their discretionary
voting  authority  to  vote  against  the  proposal.


                                    SIGNATURE

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

                        N-VIRO INTERNATIONAL CORPORATION

Dated:          March  17,  2003          By:        /s/  James  K.  McHugh
                ----------------                  -------------------------
                                   James  K.  McHugh
                                   Chief  Financial  Officer