UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                  FORM 10-K/A
                               (AMENDMENT NO. 2)

(MARK ONE)
    X                ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
                                       OR

                  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                        COMMISSION FILE NUMBER:  0-21802

                                [GRAPHIC OMITTED]

                        N-VIRO INTERNATIONAL CORPORATION
                (Exact name of registrant as specified in its charter)

              DELAWARE                                   34-1741211
     (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NO.
      INCORPORATION OR ORGANIZATION)

                        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

  SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:    None

  SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  Common Stock, par
                                                           value $.01 per share


Indicate  by  check  mark  if the registrant is a well-known seasoned issuer, as
defined  in  Rule  405  of  the  Securities  Act.   Yes     No  X

Indicate  by  check  mark  if  the  registrant  is  not required to file reports
pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act.  Yes     No  X

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  at  least  the  past  90  days.  Yes X      No

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  (229.405 of this chapter) is not contained herein, and will
not  be contained, to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or  any  amendment  to  this  Form  10-K.  [  ]

Indicate  by  check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.  See
the  definitions  of "large accelerated filer", "accelerated filer" and "smaller
reporting  company"  in  Rule  12b-2  of  the  Exchange  Act.

Large  accelerated  filer
Accelerated  filer
Non-accelerated  filer
Smaller  reporting  company  X

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).

Yes     No  X

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  last  sold, or the average bid and asked price of such common equity, as of
the  last business day of the registrant's most recently completed second fiscal
quarter:   $9,350,000.

The  number  of shares of Common Stock of the registrant outstanding as of March
20,  2009  was  4,344,775.

                      DOCUMENTS INCORPORATED BY REFERENCE
None.


<PAGE>

                                EXPLANATORY NOTE
                                ----------------

     We  refer  to  N-Viro International Corporation as "N-Viro," "us," "we" and
"our"  in  this  report.

     This  Amendment  No.  2 to Form 10-K amends the Company's Annual Report for
the  fiscal year ended December 31, 2008 to respond to certain comments from the
staff  of  the  Securities  and  Exchange  Commission.  This  Amendment does not
reflect  events  occurring  after the original filing of the Form 10-K, and does
not  modify  or  update the disclosures therein in any way except for changes to
the  disclosures  in  Item  9A(T)  --  Controls  and  Procedures - Evaluation of
Disclosure  Controls  and Procedures.  Accordingly, this Amendment No. 2 to Form
10-K/A  should be read in conjunction with the other filings of the Company made
with  the  Securities  and  Exchange  Commission subsequent to the filing of the
original  Annual Report on Form 10-K, including any amendments to those filings.

     The  staff  stated in its comment letter that we must state the conclusions
of  our  principal  executive  and  financial  officers  regarding  whether  our
disclosure  controls  and  procedures are effective or not effective.  The staff
also  stated that we should remove our disclosure implying that the cost-benefit
relationship  of  possible  controls and procedures is part of our effectiveness
assessment.

     We  have  revised  Item  9A(T)  --  Controls and Procedures - Evaluation of
Disclosure  Controls and Procedures, to include the conclusions of our principal
executive  and  financial  officers  as  to  the effectiveness of our disclosure
controls  and  procedures.  We also have removed the statement in the disclosure
implying  that the cost-benefit relationship of possible controls and procedures
is  part  of  our  effectiveness  assessment.


ITEM  9A(T).     CONTROLS  AND  PROCEDURES

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

     We  maintain  disclosure  controls  and  procedures  (as  defined  in  Rule
13a-15(e)  and  15d-15(e)  under  the  Securities Exchange Act of 1934) that are
designed to ensure that information required to be disclosed in our Exchange Act
reports  is recorded, processed, summarized and reported within the time periods
specified  in  the  Commission's  rules  and forms, and that such information is
accumulated  and  communicated  to  our  management,  including  our  principal
executive  officer  and  principal  financial  officer, as appropriate, to allow
timely  decisions  regarding  required disclosures.  In designing and evaluating
the  disclosure controls and procedures, management recognized that any controls
and  procedures,  no  matter  how  well  designed and operated, can provide only
reasonable  assurance  of  achieving  the  desired  control  objectives.

     As  of the end of the period covered by this report, management carried out
an evaluation, under the supervision and with the participation of our principal
executive  officer  and  principal financial officer, of our disclosure controls
and  procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act).  Based  upon the evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were not
effective  at  a  reasonable  assurance  level to ensure that information we are
required  to  disclose  in the reports that we file or submit under the Exchange
Act  is  recorded,  processed,  summarized and reported, within the time periods
specified  in  the  SEC's  rules  and forms.  Our history of losses has severely
limited  our  budget to hire and train enough accounting and financial personnel
needed  to  adequately  provide this function.  Consequently, we lack sufficient
technical  expertise,  reporting  standards  and written policies and procedures
regarding  disclosure  controls  and  procedures.

     Because  of  the inherent limitations in all disclosure control systems, no
evaluation  of  controls  can provide absolute assurance that all control issues
and  instances  of fraud, if any, will be or have been detected.  These inherent
limitations  include  the  realities  that  judgments  in decision-making can be
faulty  and  that  breakdowns  can  occur  because  of  simple error or mistake.
Additionally,  disclosure controls can be circumvented by the individual acts of
some  persons,  by collusion of two or more people and/or by management override
of such controls.  The design of any system of disclosure controls also is based
in  part  upon  certain  assumptions  about the likelihood of future events, and
there  can  be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.  Over time, disclosure controls and
procedures  may  become  inadequate because of changes in conditions, and/or the
degree  of  compliance  with the policies and procedures may deteriorate.  Also,
misstatements  due  to  error  or  fraud  may  occur  and  not  be  detected.

MANAGEMENT'S  ANNUAL  REPORT  ON  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING

     Our  management  is  responsible  for establishing and maintaining adequate
internal  control over financial reporting.  Our internal control over financial
reporting  is designed to provide reasonable assurance regarding the reliability
of  financial reporting and the preparation of consolidated financial statements
for  external  purposes  in  accordance  with  generally  accepted  accounting
principles.

     Under  the  supervision  and  with  the  participation  of  our management,
including  our Chief Financial Officer and Chief Executive Officer, we conducted
an  evaluation  of  the  effectiveness  of  our  internal control over financial
reporting  based  on  the  framework  established by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) as set forth in Internal Control
-  Integrated  Framework.  Based  on  our  evaluation,  our  principal executive
officer and our principal financial officer concluded that our internal controls
over  financial  reporting  were  not  effective as of December 31, 2008 for the
reasons  described  below.

     As  stated  in  our  Form  10-KSB  for the year ended December 31, 2007, we
reported  that,  based  on the assessment of our principal executive officer and
principal financial officer, our internal controls over financial reporting were
not  effective  as  of  December 31, 2007.  We identified the following material
weakness:

     We  lacked  personnel  in  accounting  and  financial staff to sufficiently
monitor  and  process  financial transactions in an efficient and timely manner.
Our  history  of losses has severely limited our budget to hire and train enough
accounting  and  financial personnel needed to adequately provide this function.
Consequently,  we lacked sufficient technical expertise, reporting standards and
written  policies  and procedures.  This has resulted in a significant number of
immaterial  out-of-period  adjustments to our consolidated financial statements.
Specifically, controls were not effective to ensure that significant non-routine
transactions,  accounting  estimates,  and  other adjustments were appropriately
reviewed,  analyzed  and  monitored  by  competent  accounting staff on a timely
basis.

     We  continue  to  develop  and  implement a remediation plan to address the
material  weakness.  To  date, our remediation efforts have included adoption of
an  expense  reimbursement policy and the hiring of an employee to assist in the
financial  area  of  our  business.  However,  due  to  our  continuing  lack of
financial  resources  to  hire  and train accounting and financial personnel, we
have  not  yet  fully  remedied  this  material  weakness.

     During  the quarter ended December 31, 2008, there were no material changes
in  the Company's internal control over financial reporting that have materially
affected,  or are reasonably likely to materially affect, the Company's internal
control  over  financial  reporting.

     While  we  are  not  aware of any material errors to date, our inability to
maintain  the  adequate  internal controls may result in a material error in our
financial  statements.  Further,  because  of its inherent limitations, internal
controls  over  financial reporting may not prevent or detect misstatements.  It
should be noted that any system of controls, however well designed and operated,
can  provide only reasonable, and not absolute, assurance that the objectives of
the  system will be met.  In addition, the design of any control system is based
in  part  upon certain assumptions about the likelihood of future events.  Also,
projections  of any evaluation of effectiveness to future periods are subject to
the  risk  that controls may become inadequate because of changes in conditions,
or  that  the  degree  of  compliance  with  the  policies  or  procedures  may
deteriorate.

     This  annual  report does not include an audit or attestation report of our
registered  public accounting firm regarding our internal control over financial
reporting.  Our  management's  report was not subject to audit or attestation by
our  registered  public  accounting  firm pursuant to temporary rules of the SEC
that  permit  us  to  provide  only  management's  report in this annual report.


                                   SIGNATURES

     Pursuant  to  the  requirements of Section 13 or 15(d) of the Exchange Act,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

        N-VIRO INTERNATIONAL CORPORATION

Dated:  February  25,  2010

     By:  /s/  Timothy  R.  Kasmoch
        ---------------------------
        Timothy  R.  Kasmoch,  Chief  Executive  Officer  and  President
        (Principal  Executive  Officer)


                               POWER OF ATTORNEY

     Know  all  persons  by  these  presents,  that  each person whose signature
appears  below  constitutes  and  appoints James K. McHugh his attorney-in-fact,
each  with the power of substitution, for him in any and all capacities, to sign
any  amendments  to  this Form 10-K, and to file the same, with exhibits thereto
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  hereby  ratifying  and  confirming  all  that  each  of  said
attorneys-in-fact,  or  his  substitutes,  may  do or cause to be done by virtue
hereof.

     Pursuant  to  the  requirements  of  the Exchange Act, this report has been
signed  below  by  the  following persons on behalf of the registrant and in the
capacities  and  on  the  date  indicated.

Dated:  February  25,  2010

/s/  Timothy  R.  Kasmoch         /s/  James  K.  McHugh
--------------------------        ----------------------
Timothy  R.  Kasmoch,             James  K.  McHugh
Chief Executive Officer           Chief Financial Officer,
President and Director            Secretary and Treasurer
(Principal  Executive  Officer)   (Principal  Financial  Officer)


/s/James  H.  Hartung  *          /s/  Mark  D.  Hagans  *
------------------------          ------------------------
James  H.  Hartung,  Director     Mark D. Hagans,
  and  Chairman  of  the  Board   Director


/s/  Joseph H.  Scheib*           /s/Thomas  L.  Kovacik  *
-----------------------           -------------------------
Joseph  H.  Scheib,  Director     Thomas  L.  Kovacik,  Director


/s/  Carl  Richard  *             /s/Joan  B.  Wills  *
---------------------             ---------------------
Carl  Richard,  Director          Joan  B.  Wills,  Director


*  by  James  K.  McHugh,  Attorney-In-Fact