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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                 Commission File Number: 0-21802
                                                         Cusip Number: 62944W207

(Check One):    |X| Form 10-K    |_| Form 20-F     |_| Form 11-K    
                |_| Form 10-Q    |_| Form N-SAR
                    For Period Ended:  December 31, 1997
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                    [  ]  Transition Report on Form 10-K
                    [  ]  Transition Report on Form 20-F
                    [  ]  Transition Report on Form 11-K
                    [  ]  Transition Report on Form 10-Q
                    [  ]  Transition Report on Form N-SAR
                    For the Transition Period Ended:____________________________

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             Read attached instruction sheet before preparing form.
 Please print or type. Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_____

PART I - REGISTRANT INFORMATION

N-Viro International Corporation
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Full Name of Registrant

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Former Name if Applicable

3450 W. Central Avenue, Suite 328
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Address of Principal Executive Office (Street and Number)

Toledo, Ohio  43606
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City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

|X|    (a)    The reasons described in reasonable detail in Part III of this 
              form could not be eliminated without unreasonable effort or 
              expense;
      
|X|    (b)    The subject annual report, semi-annual report, transition report 
              on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will
              be filed on or before the 15th calendar day following the
              prescribed due date; or the subject quarterly report or
              transition report on Form 10-Q, or portion thereof will be filed
              on or before the fifth calendar day following the prescribed due
              date; and

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|_|      (c)    The accountant's statement or other exhibit required by 
                Rule 12b-25(c) has been attached of applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10K, 11-K, 10-Q,
N-SAR, or the transitional report or portion thereof could not be filed within
the prescribed time period.

       The Company's final audited financial statement required to be included
       in the Form 10-K for the year ended December 31, 1997, has not been
       received as of the date hereof.

PART IV - OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this
       notification:

       James K. McHugh Chief Financial Officer        (419)          535-6374
       ---------------------------------------     ----------       ----------
                   (Name)                          (Area Code)      (Telephone
                                                                     Number)

(2)     Have all other periodic reports required under Section 13 or 15(d) of
        the Securities Exchange Act of 1934 or Section 30 of the Investment
        Company Act of 1940 during the preceding 12 months or for such shorter
        period that the registrant was required to file such reports have been
        filed? If the answer is no, identify report(s).

                                                     |_|  Yes          |X|  No

        The Company filed a Form 12b-25 on March 31, 1997, to provide
              notification of the late filing of the Form 10-K for the period
              ended December 31, 1996.


(3)     Is it anticipated that any significant change in results of operations
        from the corresponding period for the last fiscal year will be reflected
        by the earning statements to be included in the subject report or
        portion thereof?

                                                     |X|  Yes          |_|  No

        If so, attach an explanation of the anticipated change, both narratively
        and quantitatively, and , if appropriate, state the reasons why a
        reasonable estimate of the results cannot be made.


                            See Attachment A hereto.



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                        N-Viro International Corporation
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                  (Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.



Date:        3/30/98                  By    /s/  James K. McHugh
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                                           Name:  James K. McHugh
                                           Title:    Chief Financial Officer



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by an other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive office), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                    ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).



                              GENERAL INSTRUCTIONS

1.      This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
        Rules and Regulations under the Securities Exchange Act of 1934.

2.      One signed original and four conformed copies of this form and
        amendments thereto must be completed and filed with the Securities and
        Exchange Commission, Washington, D.C. 25049, in accordance with Rule 0-3
        of the General Rules and Regulations under the Act. The information
        contained in or filed with the form will be made a matter of public
        record in the Commission files.

3.      A manually signed copy of the form and amendments thereto shall be filed
        with each national securities exchange on which any class of securities
        of the registrant is registered.

4.      Amendments to the notifications must also be filed on Form 12b-25 but
        need not restate information that has been correctly furnished. The form
        shall be clearly identified as an amended notification.


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                                  ATTACHMENT A



         N-Viro International Corporation (the "Company") expects to report on
Form 10-K, when filed, that consolidated revenues amounted to approximately $4.1
million for the year ended December 31, 1997, compared to $4.2 million for the
year ended December 31, 1996.

         The Company anticipates generating net income of $534,000 for the year
ended December 31, 1997 compared to a net loss of $193,000 for the year ended
December 31, 1996. The decrease in net loss was principally due to: increases in
domestic license and on-line facility revenue, further reductions in salaries,
employee benefits and professional fees expense, and the recognition of a
deferred federal tax benefit.

         The Company expects working capital to be approximately $420,000 as of
December 31, 1997, compared to ($286,000) as of December 31, 1996. The increase
in working capital was principally due to the restructuring of certain debt to
equity, additional sales of common stock, and the operating income for the year.

         The Company expects stockholders' equity to amount to $2.8 million as
of December 31, 1997, compared to $1.4 million as of December 31, 1996. The
increase in stockholders' equity was principally due to the restructuring of
certain debt to equity, additional sales of common stock, and the operating
income for the year.


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