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): MAY 28, 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 the
Company is renegotiating its contract with the City of Toledo, 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:          May  28,  2004          By:           /s/  James  K.  McHugh
                --------------                  ----------------------------
                                                           James  K.  McHugh
                                                   Chief  Financial  Officer

EX-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 RENEGOTIATION OF CITY OF TOLEDO CONTRACT

Toledo,  Ohio,  May  28,  2004 - N-Viro International Corp. (OTC Bulletin Board:
NVIC:OB)  announced  today  that  the  Company  has been notified by the City of
Toledo that the City believes that the contract between the City and the Company
for  removal  of wastewater sludge will not be renewed on December 31, 2004, and
the  City  is  going  to put the contract for future periods out for competitive
bid.  The  Company's  current  contract  includes a provision for renewal, which
requires  mutual  concurrence of the Company and the City.  The Company received
a  letter  in  2001 from the City Commissioner of Treatment Services, concurring
with  the  Company's request to extend the contract for an additional five years
beyond  its  original  December  31,  2004  expiration  date.  The City believes
because  of  a  technicality  that the original contract extension is not valid.
Company  representatives have met with City officials on several occasions after
receipt  of  the  City's  notification  and they have agreed to continue to work
together  in  good  faith  to  resolve this matter.  The City of Toledo contract
represents  approximately 34% of the Company's gross revenue and the City is the
Company's  largest  customer.

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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