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                                  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, 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

     On  October  19,  2009,  the  Board  of  Directors  of N-Viro International
Corporation,  or  the  Company,  approved an extension of the offering period to
issue up to $1,000,000 of Convertible Debentures to November 15, 2009, which was
previously  announced  under  Item  3.02  on  Form  8-K dated May 26, 2009.  The
debentures  mature  on  June  30,  2011.

     The Board of Directors of the Company also approved a plan to extend to all
holders  of  N-Viro International Corporation warrants, a choice to extend their
respective  exercise  periods  if  they complete the transaction by December 31,
2009,  by  either:

          1.   on or before  the  expiration  of  their  warrants, exercising at
               least  1%  of  the  existing  number  of warrants and receive the
               balance  of  warrants with a 1-year extended date at the original
               exercise  price  and  date  based  on  the original agreement, OR

          2.   on or before  December  31,  2009,  choosing  a  1:1  exercise of
               any  warrants held and receive a new warrant for a 5-year term at
               a  new  "strike price" of $2.52/share on the new warrants issued.
               This  offer applies to all warrants held as of July 10, 2009, and
               applies  to  any  warrants  exercised  from July 10, 2009 through
               December 31, 2009. The holders of such warrants will also receive
               the  balance  of  their  unexercised original warrants with their
               expiration  date  extended  for  one  additional  year.


ITEM  3.02     UNREGISTERED  SALES  OF  EQUITY  SECURITIES

          On  October  19,  2009  the  Board  of  Directors  of the Company also
approved  a  plan  to  extend to all holders of N-Viro International Corporation
warrants,  a choice to extend their respective exercise periods if they complete
the  transaction  by  December  31,  2009,  by  either:

          1.   on or before  the  expiration  of  their  warrants, exercising at
               least  1%  of  the  existing  number  of warrants and receive the
               balance  of  warrants with a 1-year extended date at the original
               exercise  price  and  date  based  on  the original agreement, OR

          2.   on or before  December  31,  2009,  choosing  a  1:1  exercise of
               any  warrants held and receive a new warrant for a 5-year term at
               a  new  "strike price" of $2.52/share on the new warrants issued.
               This  offer applies to all warrants held as of July 10, 2009, and
               applies  to  any  warrants  exercised  from July 10, 2009 through
               December 31, 2009. The holders of such warrants will also receive
               the  balance  of  their  unexercised original warrants with their
               expiration  date  extended  for  one  additional  year.


ITEM  8.01     OTHER  EVENTS

     The  Company  recently  remitted  payment  in  full  satisfaction  to  VFL
Technology  Corporation,  on the balance of the ten-year promissory note payable
dated  December  30,  2006,  related  to  the acquisition of Florida N-Viro, LP.


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

Dated:         October 23, 2009       By:      /s/  James K. McHugh
               ----------------                -----------------------
                                               James K. McHugh
                                               Chief Financial Officer