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):  APRIL 21, 2005



                        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  8.01  -  Other  Events

N-Viro  International  Corporation  was  notified  on  April  22,  2005 that the
Delaware  Chancery  Court,  or the Court, issued an order on April 21, 2005 that
the Company's Settlement Agreement and Release, or the Agreement, filed June 30,
2004  of  a  derivative  action  by  Strategic  Asset  Management, Inc. has been
confirmed and approved, with one change to the Agreement.  The Court awarded the
sum  of  $150,000  for  fees  and expenses.  The Order has been attached to this
filing  as  Exhibit  10.1.

N-Viro  International  Corporation was notified on April 22, 2005 that Strategic
Asset  Management,  Inc.,  or  SAMI,  the  Plaintiff,  and  Mark  Behringer, the
Intervening Plaintiff, jointly filed a Notice of Motion of Dismissal Pursuant to
Rule  41(a)  on  April  22, 2005, dismissing the derivative action by SAMI.  The
Notice  of  Motion of Dismissal Pursuant to Rule 41(a) has been attached to this
filing  as  Exhibit  10.2.



Item  9.01  -  Financial  Statements  and  Exhibits

(c)     Exhibits

    Exhibit  No.  Description
    10.1          Delaware  Chancery  Court  Order  dated  April  21,  2005.
    10.2          Notice  of  Motion  of Dismissal Pursuant to Rule 41(a) dated
April  22,  2005.



                                    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:          April 29, 2005                  By:   /s/  James K. McHugh
                --------------                        ----------------------
                                                      James  K.  McHugh
                                                      Chief  Financial  Officer