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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 8-K/A
                                 AMENDMENT NO. 1

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

    Date of Report  (Date of Earliest Event Reported):  February 27, 2009


                        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)     (IRS Employer
Incorporation or Organization)                               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))

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ITEM  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

THE  DESCRIPTION  IN  PARAGRAPH  3  IS  BEING  AMENDED  TO CORRECT THE NUMBER OF
WARRANTS  EXTENDED  FOR  THE  TWO  AFFILIATES  NOTED.

     On  February  27,  2009,  the  Board  of  Directors (the "Board") of N-Viro
International  Corporation  (the  "Company")  approved  a  one year extension of
warrant  agreements  with  four  stockholders  that  participated  in  a private
placement  of  our common stock in 2004 and were scheduled to terminate on March
1,  2009.  All of the warrant agreements affected were extended for one (1) year
to  March  1, 2010.  The warrant agreements are exercisable for shares of common
stock  at an exercise price of $1.85 per share.  A form of the warrant agreement
was  attached  as  Exhibit  4.1  to  the  Form  8-K  as  previously  filed.

     In  exchange  for the extension, each warrant holder agreed to exercise for
cash  1%  of their respective number of shares that were offered this extension.
The  holders  exercised warrants for a total of 2,932 shares of common stock and
the  Company  received  $5,424.20  in  cash  for  such exercises.  The remaining
outstanding  warrant  agreements  are  exercisable  for  an aggregate of 382,953
shares  of  common  stock.

     The  holders  of  warrants  participating  in  this  extension included the
following  affiliates  of the Company:  Carl Richard, a member of the Board, who
extended  8,019  warrants, and The Cooke Family Trust, a holder of more than 10%
of  our  outstanding  common  stock,  which  extended  44,550  warrants.

     As  part  of  the  extension of the warrant agreement, the Board determined
that  it  would make available the opportunity for a 1-year extension of warrant
agreements  to all holders who originally acquired the warrant agreements in the
2004  private  placement  of  common  stock.  The  remaining outstanding warrant
agreements expire at the end of 2009 and 2010.  As of April 30, 2009, there were
outstanding  warrant  agreements  exercisable for 148,054 shares of common stock
that  potentially  would  be eligible for an extension.  Any offer to extend the
warrants  will  be  made  by  the Company directly to the holders of the warrant
agreements  under  appropriate  disclosure  and  offering  documents.

THIS  DESCRIPTION IN THIS FORM 8-K IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN  OFFER  TO  BUY  OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.  ANY
SUCH  SOLICITATION  TO  SELL  OR OFFER TO BUY ANY SECURITIES OF THE COMPANY WILL
ONLY  BE  MADE  PURSUANT  TO  APPROPRIATE  OFFERING  DOCUMENTS.


                                   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

     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 1, 2009             By:       /s/  James K. McHugh
                -----------                       ----------------------
                                                  James K. McHugh
                                                  Chief Financial Officer