8-K

                           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):  OCTOBER 19, 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  4.01  Changes  in  Registrant's  Certifying  Accountant

     (a)     (i)     On  August  1,  2004, the partners of Follmer Rudzewicz PLC
announced  that  they  were  joining  UHY  LLP,  a newly-formed New York limited
liability  partnership.  UHY LLP is comprised of the partners of four accounting
firms  with offices in eight states.  UHY LLP is a legal entity that is separate
from  Follmer  Rudzewicz PLC.  Follmer Rudzewicz PLC has ceased to provide audit
services,  and  accordingly,  has  resigned  as  the independent auditors of the
Company.  On  October  15,  2004,  the  Company  was  informed  of  this  event.

          (ii)     None of the reports of Follmer Rudzewicz PLC on the Company's
financial  statements for either the past one year or subsequent interim periods
contained  an  adverse  opinion  or  disclaimer  of opinion, or was qualified or
modified  as  to  uncertainty,  audit  scope  or  accounting  principles.

          (iii)     The decision to change principal accountants was approved by
the  Audit  Committee  of  the Company's Board of Directors on October 18, 2004.

          (iv)     During  the  most  recent  fiscal year of the Company and any
subsequent  interim periods, there were no disagreements between the Company and
Follmer  Rudzewicz  PLC  on  any  matter  of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedure,  which
disagreements,  if  not  resolved  to the satisfaction of Follmer Rudzewicz PLC,
would  have  caused  it  to  make  reference  to  the  subject  matter  of  the
disagreements  in  connection  with  its  report.

     The  Company  has  provided  Follmer Rudzewicz PLC with a copy of the above
disclosures in response to Item 304(a) of Regulation S-B in conjunction with the
filing  of  this  Form  8-K.  The  Company  requested that Follmer Rudzewicz PLC
deliver  to  the  Company  a  letter  addressed  to  the Securities and Exchange
Commission  stating whether it agrees with the statements made by the Company in
response  to  Item 304(a) of Regulation S-B, and if not, stating the respects in
which it does not agree.  A copy of the letter of Follmer Rudzewicz PLC is filed
as  Exhibit  16  to  this  Form  8-K  Current  Report.


Item  9.01  -  Financial  Statements  and  Exhibits

(c)     Exhibits
     Exhibit  No.     Description
     16.1          Letter,  dated  October  19, 2004 from Follmer Rudzewicz PLC.


                                    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:          October  19,  2004        By:       /s/  James  K. McHugh
                ------------------                  ---------------------
                                                     James  K.  McHugh
                                                 Chief  Financial  Officer

EX-16.1

                                                                    Exhibit 16.1
                                                                    ------------

                       [FOLLMER RUDZEWICZ PLC LETTERHEAD]


October  19,  2004

Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

Ladies  and  Gentlemen:

The  firm  of  Follmer  Rudzewicz PLC was previously the independent auditor for
N-Viro  International  Corporation,  and reported on the financial statements of
the Company for the fiscal year ended December 31, 2003.  On or about, August 1,
2004,  the  partners  of  Follmer  Rudzewicz  PLC joined a new limited liability
partnership  UHY LLP.  We have read the Company's statements included under Item
4  of  its  Form 8-K, dated October 19, 2004, and we agree with such statements.



/s/   Follmer  Rudzewicz  PLC
- -----------------------------
Follmer  Rudzewicz  PLC