EFFECTIVE AUGUST 23RD, 2004

                                  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):  SEPTEMBER 9, 2004


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


     DELAWARE                         0-21802               34-1741211
  (STATE OR OTHER JURISDICTION OF  (COMMISSION FILE NUMBER)
 INCORPORATION  OR  ORGANIZATION)                      (IRS  EMPLOYER
                                                  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

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))

Item  1.01  Entry  Into  a  Material  Definitive  Agreement

N-Viro  International  Corporation  executed  an  Amendment  to  the Amended and
Restated  Employment  Agreement  dated  June 6, 2003, with Michael G. Nicholson.
Mr.  Nicholson  is  employed by the Company as Vice President of Sales and Chief
Development  Officer,  and is a member of the Company's Board of Directors.  The
Company  and Mr. Nicholson agreed primarily to revise the grant of options under
Mr. Nicholson's Employment Agreement to provide for an option to purchase 30,000
shares  of  the  Company's  Common  Stock  at  $0.90 per share, and an option to
purchase  20,000  shares  of the Company's common stock at $1.95 per share.  The
Amendment  has  been  attached  to  this  filing  as  Exhibit  10.1.



Item  9.01  -  Financial  Statements  and  Exhibits

(c)     Exhibits

     Exhibit  No.     Description
       10.1        Amendment  to  the  Amended and Restated Employment Agreement
                     dated  June  6,  2003.



                                    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:          September  10,  2004          By:       /s/  James  K. McHugh
                --------------------                    --------------------
                                                         James  K.  McHugh
                                                    Chief  Financial  Officer