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): FEBRUARY 24, 2004


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


     DELAWARE     0-21802     34-1741211
     (STATE  OR  OTHER  JURISDICTION     (COMMISSION     (IRS  EMPLOYER
     OF  INCORPORATION)     FILE  NUMBER)     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









ITEM  5.     OTHER  EVENTS

N-Viro  International  Corporation  announced  today  in  a  press  release that
Headwaters  Incorporated  (NASDAQ:  HDWR)  of  South  Jordan,  Utah has recently
announced  that  it  has  entered  into  a  definitive agreement to purchase VFL
Technology  Corporation  of West Chester, Pennsylvania subject to due diligence.
VFL  Technology  and N-Viro International Corporation jointly own Florida N-Viro
L.P.  The press release is attached as Exhibit  99.1.


                                    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:          February  24,  2004          By:       /s/  James  K.  McHugh
                -------------------                  ------------------------
                                                            James  K.  McHugh
                                                    Chief  Financial  Officer