EFFECTIVE AUGUST 23RD, 2004

                                  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, 2004



                        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)
  INCORPORATION  OR  ORGANIZATION)                       (IRS  EMPLOYER
                                                       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))



Item  4.01  Changes  in  Registrant's  Certifying  Accountant

     (b)     On  October  19, 2004, the Company engaged UHY LLP as the Company's
independent  public accountant for the Company's fiscal year ending December 31,
2004  and the interim periods prior to such year-end.  During the Company's most
recent  fiscal  year or subsequent interim period, the Company has not consulted
with  UHY  LLP  regarding the application of accounting principles to a specific
transaction,  either  completed  or  proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, nor did UHY LLP provide
advice  to  the  Company,  either  written or oral, that was an important factor
considered  by the Company in reaching a decision as to the accounting, auditing
or  financial reporting issue.  Further, during the Company's most recent fiscal
year  or  subsequent interim periods, the Company has not consulted with UHY LLP
on  any  matter  that  was  the subject of a disagreement or a reportable event.



                                    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  19,  2004        By:       /s/  James  K. McHugh
                ------------------                  ---------------------
                                                     James  K.  McHugh
                                                 Chief  Financial  Officer