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 27, 2005



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


                       DELAWARE           0-21802        34-1741211
                   (STATE OR OTHER   (COMMISSION FILE   (IRS EMPLOYER
                   JURISDICTION OF         NUMBER)      IDENTIFICATION
                  INCORPORATION OR                            NO.)
                    ORGANIZATION)


            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 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment  of  Principal  Officers

     (b)     On  May  27, 2005, Brian P. Burns, a member of N-Viro International
Corporation's  (the "Company") Board of Directors as a Class II director, ceased
to  be  a  director  when  the Company redeemed the share of Series A Redeemable
Preferred  Stock  (the  "Preferred Stock") held by J. Patrick Nicholson.  Due to
sales  by  Mr.  Nicholson  of the Company's common stock on September 25 and 26,
2003,  he  ceased to be the beneficial owner of at least 17.50% of the Company's
common  stock  as  of  that date, as reflected in reports filed by Mr. Nicholson
under Section 16 of the Securities and Exchange Act of 1934, and, therefore, his
share  of  Preferred  Stock  became  redeemable.  On  May 13, 2005, the Board of
Directors voted to redeem Mr. Nicholson's share of Preferred Stock in accordance
with  the  provisions  of  the Certificate of Designation of Series A Redeemable
Preferred  Stock  of  the  Company (the "Certificate of Designation"), a copy of
which  was  filed  with the Company's annual report on Form 10-K filed April 14,
2004.  As  provided  in Section 7(F) of the Certificate of Designation, the term
of  office  of  Brian  P.  Burns shall end and Mr. Burns shall be deemed to have
resigned  upon  the redemption of Mr. Nicholson's share of Preferred Stock.  The
Board  did  not  replace  Mr.  Burns  at  this  time.





                                    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  1,  2005                 By:     /s/  James K. McHugh
                --------------                         --------------------
                                                       James  K.  McHugh
                                                       Chief  Financial  Officer