SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

     Commission  File  Number:  0-21802
     Cusip  Number:  62944W207

(Check  One):     Form  10-K     Form 20-F      Form 11-K    X Form 10-Q    Form
N-SAR
     For  Period  Ended:  March  31,  2004

     [  ]  Transition  Report  on  Form  10-K
     [  ]  Transition  Report  on  Form  20-F
     [  ]  Transition  Report  on  Form  11-K
     [  ]  Transition  Report  on  Form  10-Q
     [  ]  Transition  Report  on  Form  N-SAR
     For  the  Transition  Period  Ended:_______________________________

  Read attached instruction sheet before preparing form.  Please print or type.
     Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.


If  the  notification relates to a portion of the filing checked above, identify
the  Item(s)  to  which  the  notification  relates:_____

PART  I  -  REGISTRANT  INFORMATION

N-Viro  International  Corporation
- ----------------------------------
Full  Name  of  Registrant

Former  Name  if  Applicable

3450  W.  Central  Avenue,  Suite  328
- --------------------------------------
Address  of  Principal  Executive  Office  (Street  and  Number)

Toledo,  Ohio  43606
- --------------------
City,  State  and  Zip  Code


PART  II  -  RULES  12B-25(B)  AND  (C)

If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate.)

X   (a)     The reasons described in reasonable detail in Part III of this form
could  not  be  eliminated without               unreasonable effort or expense;

X    (b)     The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K     or Form                N-SAR, or portion thereof, will
be  filed  on  or  before  the  15th  calendar  day  following  the  prescribed
          due date; or the subject quarterly report or transition report on Form
10-Q,  or  portion  thereof  will               be  filed on or before the fifth
calendar  day  following  the  prescribed  due  date;  and

     (c)     The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c)  has  been  attached  if               applicable.

PART  III  -  NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 20F, 11-K, 10-Q,
N-SAR,  or  the transitional report or portion thereof could not be filed within
the  prescribed  time  period.

     The  Company  is  unable  to  complete  the  preparation  of  the financial
statement  within  the  required  time  period  without  unreasonable  effort or
expense,  due  to  delays  in  gathering  information  needed  to  complete  the
preparation  and  inclusion  of  the  required  financial  statement.

PART  IV  -  OTHER  INFORMATION

(1)     Name  and  telephone  number  of  person  to  contact  in regard to this
notification:

     James  K.  McHugh      Chief  Financial  Officer             (419)535-6374
     ------------------------------------------------          ----------------
           (Name)                             (Area  Code)  (Telephone  Number)

(2)     Have  all  other  periodic reports required under Section 13 or 15(d) of
the  Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of  1940  during  the  preceding  12  months or for such shorter period that the
registrant  was required to file such reports have been filed?  If the answer is
no,  identify  report(s).

                                        X  Yes            No


(3)     Is  it  anticipated that any significant change in results of operations
from  the corresponding period for the last fiscal year will be reflected by the
earning  statements  to  be  included  in the subject report or portion thereof?

                                        X  Yes            No

If  so,  attach  an  explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of  the  results  cannot  be  made.

                            See Attachment A hereto.




                        N-Viro International Corporation
                        --------------------------------
                  (Name of Registrant as Specified in Charter)


has  caused  this  notification  to  be  signed on its behalf by the undersigned
thereunto  duly  authorized.



Date:  5/17/04          By    /s/  James  K.  McHugh
       -------             -------------------------
                          Name:  James  K.  McHugh
               Title:     Chief  Financial  Officer



INSTRUCTION:  The  form  may be signed by an executive officer of the registrant
or by an other duly authorized representative.  The name and title of the person
signing  the  form  shall  be  typed  or  printed beneath the signature.  If the
statement  is signed on behalf of the registrant by an authorized representative
(other  than an executive office), evidence of the representative's authority to
sign  on  behalf  of  the  registrant  shall  be  filed  with  the  form.


                                    ATTENTION
    INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).



                              GENERAL INSTRUCTIONS

1.     This  form  is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules  and  Regulations  under  the  Securities  Exchange  Act  of  1934.
2.     One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington,  D.C.  20549,  in  accordance with Rule 0-3 of the General Rules and
Regulations  under the Act.  The information contained in or filed with the form
will  be  made  a  matter  of  public  record  in  the  Commission  files.
3.     A  manually signed copy of the form and amendments thereto shall be filed
with  each  national securities exchange on which any class of securities of the
registrant  is  registered.
4.     Amendments  to  the  notifications  must also be filed on Form 12b-25 but
need  not restate information that has been correctly furnished.  The form shall
be  clearly  identified  as  an  amended  notification.
5.     Electronic  filers.  This  form  shall  not  be used by electronic filers
unable  to  timely  file a report solely due to electronic difficulties.  Filers
unable  to submit a report within the time period prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201  or  Rule 202 of
Regulation S-T ( 232.201 or  232.202 of this chapter) or apply for an adjustment
in  filing  date  pursuant  to  Rule 13(b) of Regulation S-T ( 232.13(b) of this
Chapter).



                                  ATTACHMENT A

     N-Viro  International Corporation (the "Company") expects to report on Form
10-Q,  when  filed,  that  consolidated revenues amounted to approximately $1.46
million for the three months ended March 31, 2004, compared to $1.24 million for
the  three  months  ended  March  31,  2003.

     The  Company anticipates a net loss of approximately $151,000 for the three
months  ended  March  31,  2004 compared to a net loss of $138,000 for the three
months  ended  March  31,  2003.  The  decrease  in net loss for the three month
period  was principally due to:  an increase in gross profit from operations, an
increase  in  operating  expenses  for general and administrative expenses and a
decrease  in  nonoperating  income  from  a  joint  venture.

     The  Company  expects  working capital to be approximately ($900,000) as of
March  31, 2004, compared to approximately ($1,640,000) as of December 31, 2003.
The  increase  in  working  capital  was  principally  due to additional capital
invested  into  the  Company,  partially  offset by the loss for the three month
period.

     The  Company  expects  stockholders'  equity  to  amount  to  approximately
$630,000  as  of  March  31,  2004,  compared  to  approximately ($12,000) as of
December  31, 2003.  The increase in stockholders' equity was principally due to
additional  capital  invested into the Company, partially offset by the loss for
the  three  month  period.