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): JUNE 18, 2004


                        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  announced  today in a press release that its
Board  of  Directors  have  approved  a  change  in  the unit price of an equity
investment  agreement,  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:          June  18,  2004          By:       /s/  James  K.  McHugh
                ---------------                  ------------------------
                                                 James  K.  McHugh
                                                Chief  Financial  Officer




                                                       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 CHANGE IN UNIT PRICE OF EQUITY INVESTMENT AGREEMENT

Toledo,  Ohio.  June  18,  2004.  N-Viro  International  Corp.  (OTC BB/NVIC.OB)
announced  today a change in the security unit price to participate in an equity
investment  agreement  (the  "Agreement")  dated January 30, 2004.  The Board of
Directors  approved  a  new price of $1.25 per security unit, which entitles the
purchaser  to  one  share of restricted common stock and one 5-year common stock
purchase  warrant  exercisable  to  purchase  one  share of N-Viro International
common  stock  at  $1.85  per warrant.  The total amount of investment under the
agreement  was  raised  from  $750,000  to  $835,188.  To  date, the Company has
received  $435,188  under  the  Agreement,  which  originally  had  required  an
investment of $2.25 per security unit and a common stock purchase warrant priced
at  $2.85  per  warrant.

"With the recent decline in market price of the stock, the Company felt lowering
the  price of the investment and associated warrants would facilitate completion
of  the  Agreement  to  sell  and  issue  the full amount of stock planned.  The
Company  will also issue additional shares of stock to the participants who have
already invested under the Agreement, to reflect this new price.  The successful
completion of this private placement is a critical part in improving the balance
sheet,  escalating  business  promotion  and  development  as  well as expanding
research  and development activities," said Phil Levin, Chairman of the Board of
Directors.

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 by-products 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,
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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