As  filed  with  the  Securities  and  Exchange  Commission on December 20, 2004

                                                 Registration No. 333-__________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                _________________

                        N-VIRO INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                   34-1741211
   (State  of  other  jurisdiction  of              (I.R.S. Employer
     incorporation  or organization)               Identification  No.)

                         3450 Central Avenue, Suite 328
                               Toledo, Ohio 43606
                             Telephone: 419-535-6374
          (Address and telephone number of principal executive offices)

             N-VIRO INTERNATIONAL CORPORATION 2004 STOCK OPTION PLAN
                              (Full Title of Plan)

     Phillip  Levin                          Copy  to:
     Chief  Executive  Officer               D.  Kerry  Crenshaw,  Esq.
     and  President                          Clark  Hill  PLC
     N-Viro  International  Corporation      500  Woodward  Avenue
     3450  Central  Avenue,  Suite  328      Suite  3500
     Toledo,  Ohio  43606                    Detroit,  MI  48226-3435
     (419)  535-6374                         (419)  965-8300

                       (Name, Address and Telephone Number
                              of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
<TABLE>
<CAPTION>

TITLE OF                                PROPOSED MAXIMUM   PROPOSED MAXIMUM         AMOUNT OF
SECURITIES                                 AMOUNT TO      OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
TO BE REGISTERED                         BE REGISTERED          SHARE*               PRICE*              FEE
<S>                                     <C>               <C>                  <C>                  <C>
Common Stock, par value $.01 per share  1,000,000 shares  $              2.20  $         2,200,000  $         279
</TABLE>

*  Inserted  solely for the purpose of calculating the registration fee pursuant
to  Rule  457(h),  based  on  the  average  of  the  high and low prices for the
Registrant's  Common  Stock  reported  on the Over The Counter Bulletin Board on
December  16,  2004.

Pursuant  to Rule 416 under the Securities Act of 1933, to the extent additional
shares of the Registrant's Common Stock may be issued or issuable as a result of
a  stock  split  or  other  distribution  declared  at  any time by the Board of
Directors  while  this  registration  statement  is in effect, this registration
statement  is  hereby  deemed  to  cover  all  of  such additional common stock.



                                     PART I

     The  documents  containing  the information required by this Part I will be
sent  or given to participants in the Plan by first class mail or hand delivery.
These  documents  and  those  incorporated  by  reference  in  this Registration
Statement pursuant to Item 3 of Part II of this Form, taken together, constitute
a prospectus that meets the requirements of Section 10 (a) of the Securities Act
of  1933,  as  amended.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

          The  following  documents  previously  filed  by  N-Viro International
Corporation  (the  "Company")  with  the Securities and Exchange Commission (the
"Commission")  pursuant  to requirements of the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  are  incorporated  herein  by  reference:

(a)     The  Company's  latest  Annual  Report  on  Form 10-K for the year ended
December  31,  2003.

(b)     All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act  since  December  31,  2003.

(c)     The  description of the Company's Common Stock, par value $.01 per share
(the  "Common Stock"), is contained in the Registration Statement on Form 8-A of
the  Company  filed  pursuant to Section 12 of the Exchange Act on May 14, 1993,
including  all  amendments  and  reports  updating  such  description.

          All  other  documents  subsequently  filed  by  the  Company  with the
Commission  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which  indicates that all securities offered by this Registration Statement have
been  sold or which deregisters all such securities then remaining unsold, shall
be  deemed to be incorporated by reference and to be a part of this Registration
Statement  from  the  date  of  filing  of  each  such  document.  Any statement
contained  in  this  Registration  Statement,  or  in a document incorporated or
deemed  to be incorporated by reference in this Registration Statement, shall be
deemed  to be modified or superseded to the extent that a statement contained in
this Registration Statement, or in any subsequently filed document which also is
or  is deemed to be incorporated by reference in this Registration Statement, as
the  case  may  be, modifies or supersedes such document.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  Registration  Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

          Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

          Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

          Article  8  of  the  Company's  Amended  and  Restated  Certificate of
Incorporation  provides  that the Company shall, to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law ("DGCL"), as the same may
be  amended and supplemented, indemnify each director and officer of the Company
from  and  against  any  and  all  of the expenses, liabilities or other matters
referred  to  in or covered by said Section and the indemnification provided for
herein  shall  not  be  deemed  exclusive  of  any  other  rights to which those
indemnified may be entitled to under any bylaw, agreement, vote of stockholders,
vote  of  disinterest  directors or otherwise, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs,  executors  and  administrators  of  such persons and the Corporation may
purchase  and  maintain  insurance  on  behalf of any director or officer to the
extent  permitted  by  Section  145  of  the  DGCL.

          The  Company's  Amended  and  Restated By-Laws (the "By-Laws") provide
that  the  Company  shall  indemnify,  to  the extent permitted by the DGCL, any
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal,  administrative  or investigative, by reason of the fact that he is or
was a director or officer of the Company, or is or was serving at the request of
the  Company  as  a  director,  officer,  employee, trustee, partner or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorney's fees), judgments, fines, and amounts paid
in  settlement,  actually and reasonably incurred by him in connection with such
action,  suit  or  proceeding.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

          Not  applicable.

ITEM  8.  EXHIBITS.

          See  Exhibit  Index  below.

ITEM  9.  UNDERTAKINGS.

     (a)  The  undersigned  registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement.

          (2)  That,  for  purposes  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in the City of Toledo, State of Ohio, on this 20th day of December,
2004.

                                   N-VIRO  INTERNATIONAL  CORPORATION

                                   By:  /s/  Phillip  Levin
                                     ----------------------
                                     Phillip  Levin
                                     President  and  Chief Executive Officer

          Pursuant  to  the  requirements  of  the  Securities  Act  of 1933, as
amended,  this  Registration  Statement  has  been signed below by the following
persons  (or  by their designated attorney-in-fact) in the capacities and on the
dates  indicated.

<TABLE>
<CAPTION>




SIGNATURE                                      TITLE                        DATE
-------------------------------  ----------------------------------  ------------------
<S>                              <C>                                 <C>

  /s/   Phillip Levin . . . . .  President, Chief Executive          October 1, 2004
-------------------------------
Phillip Levin*. . . . . . . . .  Officer, Chairman of the Board
                                    and Director


  /s/   James K. McHugh . . . .  Chief Financial Officer, Secretary  December 20, 2004
-------------------------------
James K. McHugh . . . . . . . .  and Treasurer


  /s/   Christopher J. Anderson  Director                            October 1, 2004
-------------------------------
Christopher J. Anderson*


  /s/   Brian P. Burns. . . . .  Director                            September 30, 2004
-------------------------------
Brian P. Burns*


  /s/   R. Francis DiPrete. . .  Director                            October 1, 2004
-------------------------------
R. Francis DiPrete*


  /s/   Daniel J. Haslinger . .  Director                            November 19, 2004
-------------------------------
Daniel J. Haslinger*


  /s/   Terry J. Logan. . . . .  Director                            October 1, 2004
-------------------------------
Terry J. Logan, Ph. D.*


  /s/   Michael G. Nicholson. .  Director                            October 8, 2004
-------------------------------
Michael G. Nicholson*


  /s/   Joseph H. Scheib. . . .  Director                            December 20, 2004
-------------------------------
Joseph H. Scheib*


  /s/   Carl Richard. . . . . .  Director                            December 16, 2004
-------------------------------
Carl Richard  *
</TABLE>


*By:  /s/  James  K.  McHugh
    ------------------------
     James  K.  McHugh,  Attorney-in-Fact



                                  EXHIBIT INDEX


          The following exhibits are filed herewith as part of this registration
statement:

<TABLE>
<CAPTION>


EXHIBIT NO.  EXHIBIT
-----------  ------------------------------------------------------------
<C>          <S>

3.1          Amendment to the Certificate of Incorporation of the
              Company, incorporated by reference to Exhibit 3.4 of the
              Company's Annual Report on Form 10-K, dated April 14,
              2004, on file with the Commission.


3.2          Amended and Restated Certificate of Incorporation of the
              Company, incorporated by reference to Exhibit 3.2 of the
              Company's Annual Report on Form 10-K, dated April 14,
              2004, on file with the Commission.


3.3          Amended and Restated By-Laws of the Company,
              incorporated by reference to Exhibit 3.7 of the Company's
              Annual Report on Form 10-K, dated April 14, 2004, on file
              with the Commission.


4.1          Certificate of Designation of the Series A Redeemable
              Preferred Stock of the Company, incorporated by reference
              to Exhibit 3.3 of the Company's Annual Report on Form
              10K, dated April 14, 2004, on file with the Commission.


4.2          N-Viro International Corporation 2004 Stock Option Plan,
              incorporated by reference to Appendix B of the Company's
              2004 Proxy Statement, on file with the Commission.


5.1          Opinion of Clark Hill PLC, as to the legality of the
              securities being registered.


23.1         Consent of Hausser + Taylor, LLP, independent auditors.


23.2         Consent of Follmer Rudzewicz PLC, independent auditors.


23.3         The consent of Clark Hill PLC, to the use of their opinion
              as an exhibit to this Registration Statement is included in
              their opinion filed herewith as Exhibit 5.1.


24.1         Powers of Attorney

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 13866}]
{"company-data": {"conformed-name": "N-VIRO INTERNATIONAL CORP", "cik": "0000904896", "assigned-sic": "6794", "irs-number": "341741211", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121439", "film-number": "041213593"}, "business-address": {"street1": "3450 W CENTRAL AVE", "street2": "STE 328", "city": "TOLEDO", "state": "OH", "zip": "43606", "phone": "4195356374"}, "mail-address": {"street1": "3450 WEST CENTRAL AVENUE SUITE 328", "city": "TOLEDO", "state": "OH", "zip": "43606"}}
As  filed  with  the  Securities  and  Exchange  Commission on December 20, 2004

                                                 Registration No. 333-__________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                _________________

                        N-VIRO INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                   34-1741211
   (State  of  other  jurisdiction  of              (I.R.S. Employer
     incorporation  or organization)               Identification  No.)

                         3450 Central Avenue, Suite 328
                               Toledo, Ohio 43606
                             Telephone: 419-535-6374
          (Address and telephone number of principal executive offices)

             N-VIRO INTERNATIONAL CORPORATION 2004 STOCK OPTION PLAN
                              (Full Title of Plan)

     Phillip  Levin                          Copy  to:
     Chief  Executive  Officer               D.  Kerry  Crenshaw,  Esq.
     and  President                          Clark  Hill  PLC
     N-Viro  International  Corporation      500  Woodward  Avenue
     3450  Central  Avenue,  Suite  328      Suite  3500
     Toledo,  Ohio  43606                    Detroit,  MI  48226-3435
     (419)  535-6374                         (419)  965-8300

                       (Name, Address and Telephone Number
                              of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
TITLE OF                                PROPOSED MAXIMUM   PROPOSED MAXIMUM         AMOUNT OF
SECURITIES                                 AMOUNT TO      OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
TO BE REGISTERED                         BE REGISTERED          SHARE*               PRICE*              FEE
Common Stock, par value $.01 per share  1,000,000 shares  $              2.20  $         2,200,000  $         279
*  Inserted  solely for the purpose of calculating the registration fee pursuant
to  Rule  457(h),  based  on  the  average  of  the  high and low prices for the
Registrant's  Common  Stock  reported  on the Over The Counter Bulletin Board on
December  16,  2004.

Pursuant  to Rule 416 under the Securities Act of 1933, to the extent additional
shares of the Registrant's Common Stock may be issued or issuable as a result of
a  stock  split  or  other  distribution  declared  at  any time by the Board of
Directors  while  this  registration  statement  is in effect, this registration
statement  is  hereby  deemed  to  cover  all  of  such additional common stock.

                                     PART I

     The  documents  containing  the information required by this Part I will be
sent  or given to participants in the Plan by first class mail or hand delivery.
These  documents  and  those  incorporated  by  reference  in  this Registration
Statement pursuant to Item 3 of Part II of this Form, taken together, constitute
a prospectus that meets the requirements of Section 10 (a) of the Securities Act
of  1933,  as  amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

          The  following  documents  previously  filed  by  N-Viro International
Corporation  (the  "Company")  with  the Securities and Exchange Commission (the
"Commission")  pursuant  to requirements of the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  are  incorporated  herein  by  reference:

(a)     The  Company's  latest  Annual  Report  on  Form 10-K for the year ended
December  31,  2003.

(b)     All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act  since  December  31,  2003.

(c)     The  description of the Company's Common Stock, par value $.01 per share
(the  "Common Stock"), is contained in the Registration Statement on Form 8-A of
the  Company  filed  pursuant to Section 12 of the Exchange Act on May 14, 1993,
including  all  amendments  and  reports  updating  such  description.

          All  other  documents  subsequently  filed  by  the  Company  with the
Commission  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which  indicates that all securities offered by this Registration Statement have
been  sold or which deregisters all such securities then remaining unsold, shall
be  deemed to be incorporated by reference and to be a part of this Registration
Statement  from  the  date  of  filing  of  each  such  document.  Any statement
contained  in  this  Registration  Statement,  or  in a document incorporated or
deemed  to be incorporated by reference in this Registration Statement, shall be
deemed  to be modified or superseded to the extent that a statement contained in
this Registration Statement, or in any subsequently filed document which also is
or  is deemed to be incorporated by reference in this Registration Statement, as
the  case  may  be, modifies or supersedes such document.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  Registration  Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

          Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

          Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

          Article  8  of  the  Company's  Amended  and  Restated  Certificate of
Incorporation  provides  that the Company shall, to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law ("DGCL"), as the same may
be  amended and supplemented, indemnify each director and officer of the Company
from  and  against  any  and  all  of the expenses, liabilities or other matters
referred  to  in or covered by said Section and the indemnification provided for
herein  shall  not  be  deemed  exclusive  of  any  other  rights to which those
indemnified may be entitled to under any bylaw, agreement, vote of stockholders,
vote  of  disinterest  directors or otherwise, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs,  executors  and  administrators  of  such persons and the Corporation may
purchase  and  maintain  insurance  on  behalf of any director or officer to the
extent  permitted  by  Section  145  of  the  DGCL.

          The  Company's  Amended  and  Restated By-Laws (the "By-Laws") provide
that  the  Company  shall  indemnify,  to  the extent permitted by the DGCL, any
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal,  administrative  or investigative, by reason of the fact that he is or
was a director or officer of the Company, or is or was serving at the request of
the  Company  as  a  director,  officer,  employee, trustee, partner or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorney's fees), judgments, fines, and amounts paid
in  settlement,  actually and reasonably incurred by him in connection with such
action,  suit  or  proceeding.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

          Not  applicable.

ITEM  8.  EXHIBITS.

          See  Exhibit  Index  below.

ITEM  9.  UNDERTAKINGS.

     (a)  The  undersigned  registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement.

          (2)  That,  for  purposes  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in the City of Toledo, State of Ohio, on this 20th day of December,
2004.

                                   N-VIRO  INTERNATIONAL  CORPORATION

                                   By:  /s/  Phillip  Levin
                                     ----------------------
                                     Phillip  Levin
                                     President  and  Chief Executive Officer

          Pursuant  to  the  requirements  of  the  Securities  Act  of 1933, as
amended,  this  Registration  Statement  has  been signed below by the following
persons  (or  by their designated attorney-in-fact) in the capacities and on the
dates  indicated.
SIGNATURE                                      TITLE                        DATE
-------------------------------  ----------------------------------  ------------------
/s/   Phillip Levin . . . . .  President, Chief Executive          October 1, 2004
-------------------------------
Phillip Levin*. . . . . . . . .  Officer, Chairman of the Board
                                    and Director

  /s/   James K. McHugh . . . .  Chief Financial Officer, Secretary  December 20, 2004
-------------------------------
James K. McHugh . . . . . . . .  and Treasurer

  /s/   Christopher J. Anderson  Director                            October 1, 2004
-------------------------------
Christopher J. Anderson*

  /s/   Brian P. Burns. . . . .  Director                            September 30, 2004
-------------------------------
Brian P. Burns*

  /s/   R. Francis DiPrete. . .  Director                            October 1, 2004
-------------------------------
R. Francis DiPrete*

  /s/   Daniel J. Haslinger . .  Director                            November 19, 2004
-------------------------------
Daniel J. Haslinger*

  /s/   Terry J. Logan. . . . .  Director                            October 1, 2004
-------------------------------
Terry J. Logan, Ph. D.*

  /s/   Michael G. Nicholson. .  Director                            October 8, 2004
-------------------------------
Michael G. Nicholson*

  /s/   Joseph H. Scheib. . . .  Director                            December 20, 2004
-------------------------------
Joseph H. Scheib*

  /s/   Carl Richard. . . . . .  Director                            December 16, 2004
-------------------------------
Carl Richard  *
*By:  /s/  James  K.  McHugh
    ------------------------
     James  K.  McHugh,  Attorney-in-Fact

                                  EXHIBIT INDEX

          The following exhibits are filed herewith as part of this registration
statement:
EXHIBIT NO.  EXHIBIT
-----------  ------------------------------------------------------------
3.1          Amendment to the Certificate of Incorporation of the
              Company, incorporated by reference to Exhibit 3.4 of the
              Company's Annual Report on Form 10-K, dated April 14,
              2004, on file with the Commission.

3.2          Amended and Restated Certificate of Incorporation of the
              Company, incorporated by reference to Exhibit 3.2 of the
              Company's Annual Report on Form 10-K, dated April 14,
              2004, on file with the Commission.

3.3          Amended and Restated By-Laws of the Company,
              incorporated by reference to Exhibit 3.7 of the Company's
              Annual Report on Form 10-K, dated April 14, 2004, on file
              with the Commission.

4.1          Certificate of Designation of the Series A Redeemable
              Preferred Stock of the Company, incorporated by reference
              to Exhibit 3.3 of the Company's Annual Report on Form
              10K, dated April 14, 2004, on file with the Commission.

4.2          N-Viro International Corporation 2004 Stock Option Plan,
              incorporated by reference to Appendix B of the Company's
              2004 Proxy Statement, on file with the Commission.

5.1          Opinion of Clark Hill PLC, as to the legality of the
              securities being registered.

23.1         Consent of Hausser + Taylor, LLP, independent auditors.

23.2         Consent of Follmer Rudzewicz PLC, independent auditors.

23.3         The consent of Clark Hill PLC, to the use of their opinion
              as an exhibit to this Registration Statement is included in
              their opinion filed herewith as Exhibit 5.1.

24.1         Powers of Attorney