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): APRIL 8, 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 has set April 16, 2004 as the record date for the Company's
previously  announced  Rights  Offering,  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:          April  8,  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., President & CEO
                                                 tlogan@nviro.com (419) 535-6374
                                                 ----------------

                 N-VIRO ANNOUNCES RECORD DATE OF RIGHTS OFFERING

Toledo,  Ohio,  April  8, 2004 - N-Viro International Corp. (OTC Bulletin Board:
NVIC:OB)  announced  today that its Board of Directors has set April 16, 2004 as
the  record  date  for  the Company's previously announced Rights Offering.  The
Company will issue one Right to purchase one share of Common Stock, for each ten
shares  of  stock  beneficially  owned on April 16, 2004.  The Rights, which are
being issued without registration, will be non-transferable and exercisable only
by  those  in  whose  names  they  are  issued.

The  Company  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.  Proceeds  from  this  Program will be used for further
improvement  of  the  Company's  balance  sheet, implementation of new marketing
tools  and  expansion  of  research  &  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.

                                      -30-