8-K

                                  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 22, 2004


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


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


     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  announced  today in a press release that its
Board  of Directors have approved a rights offering for the beneficial owners of
its  Common  Stock,  which  is  attached  as  Exhibit  99.1.


                                    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  22,  2004          By:       /s/  James  K.  McHugh
                ----------------                  ------------------------
                                                         James  K.  McHugh
                                                 Chief  Financial  Officer

EX-99.1

                                                                Exhibit  99.1
                                                                -------------

                       NEWS RELEASE FOR IMMEDIATE RELEASE
                          For More Information Contact:
     Terry J. Logan, Ph.D., N-Viro International Corp., tlogan@nviro.com
                               (419) 535-6374

                        N-Viro Announces Rights Offering

Toledo,  Ohio,  March  22, 2004 -N-Viro International Corp. (OTC Bulletin Board:
NVIC:OB)  announced  today  that  its  Board  of Directors has approved a Rights
Offering  for the beneficial owners of its Common Stock.  The Company will issue
one  Right  to  purchase one share of Common Stock, for each ten shares of stock
beneficially  owned.  The  Rights,  which are being issued without registration,
will  be non-transferable and exercisable only by the beneficial owners in whose
names  they  are  issued.

Phil Levin, Chairman of N-Viro's Board of Directors said, "In view of the recent
private  placement  of Common Stock and the conversion of certain debt to Common
Stock, the Board wanted to give an opportunity to our existing beneficial owners
to  maintain,  generally,  their percentage of ownership if they elect to do so.
We  will  be  filing  a registration statement for the Common Stock to be issued
upon  exercise  of  the  Rights  (which  will  not  be  exercisable  until  the
Registration  Statement  is effective) and the exercise price will be set at the
time  of  effectiveness.  Any proceeds received would be used to further improve
the  balance sheet, and to implement new marketing tools and expand research and
development."

N-Viro  International  Corporation  develops  and  licenses  its  technology  to
municipalities  and  private  companies.  N-Viro's  patented  processes use lime
and/or  mineral-rich, combustion byproducts to treat, pasteurize, immobilize and
convert  wastewater  sludge  and  other  bio-organic  wastes  into  biomineral
agricultural  and  soil-enrichment  products  with  real  market  value.  More
information  about N-Viro International can be obtained by contacting the office
or  on  the  Internet  at  www.nviro.com or by e-mail inquiry to info@nviro.com.

The  Company  cautions  that  words  used  in  this  document such as "expects,"
"anticipates,"  "believes"  and  "may," as well as similar words and expressions
used  herein, identify and refer to statements describing events that may or may
not  occur  in  the  future. These forward-looking statements and the matters to
which  they  refer are subject to considerable uncertainty that may cause actual
results  to  be  materially  different from those described herein. For example,
while  the  Company believes that trends in sludge treatment are moving in favor
of the Company's technology, such trends may not continue or may never result in
increased  sales  or  profits  to  the  Company  because  of the availability of
competing  processes.

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