UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                  FORM 10-K/A
                               (AMENDMENT NO. 1)

(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
                                ----------------

     The  Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual
Report  on  Form 10-K for the fiscal year ended December 31, 2008 to include all
of  the  Part  III information required by applicable SEC rules and regulations.
The Registrant intended to satisfy its obligations by incorporating by reference
into  Part  III  of  its  Annual Report on Form 10-K the Registrant's definitive
proxy  statement  for  its  2009  Annual  Meeting  of Stockholders. However, the
Registrant will be unable to file its definitive proxy statement within the time
period  allotted  for  incorporation by reference under applicable SEC rules and
regulations.  Accordingly,  the  Registrant  hereby amends and replaces in their
entirety  Items  10, 11, 12, 13 and 14 in its Annual Report on Form 10-K for the
year  ended  December  31,  2008.

     As  required  by  Rule 12b-15, the Registrant's principal executive officer
and  principal  financial  officers  are  providing  Rule  13a-14(a)/15(d)-14(a)
certifications.  Accordingly, the Registrant hereby amends Item 15 in its Annual
Report on Form 10-K for the year ended dateYear2008Day31Month12December 31, 2008
to  add  such  reports  as  Exhibits.

     Except  as described above, this amendment does not update or modify in any
way  the  disclosures  in  the  Registrant's  Annual Report on Form 10-K for the
fiscal  year  ended  December  31,  2008,  and  does  not purport to reflect any
information  or  events  subsequent  to  the  filing  thereof.

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


                                    PART III

ITEM  10.     DIRECTORS,  EXECUTIVE  OFFICERS  AND  CORPORATE  GOVERNANCE

                            DIRECTORS OF THE COMPANY

     The  Board  is  currently  composed  of four Class I Directors:  R. Francis
DiPrete,  Carl  Richard, Joseph H. Scheib and Mark D. Hagans; and three Class II
Directors:  James  H.  Hartung,  Timothy R. Kasmoch and Thomas L. Kovacik (whose
terms will expire upon the election and qualification of directors at the annual
meetings  of  stockholders  to be held in 2009 and 2010, respectively).  At each
annual meeting of stockholders, directors will be elected for a full term of two
years  to  succeed  those  directors  whose  terms  are  expiring.

     R.  Francis  DiPrete  has  informed  the Board that he will retire from the
Board  immediately  prior  to  the  2009 Annual Meeting of Stockholders, and his
service  as  a  director  of  the  Company  will end at that time.  The Board is
currently  pursuing  the  nomination  of a replacement for vacancy caused by Mr.
DiPrete's  retirement,  and expects to name a nominee in the proxy statement for
the  2009 Annual Meeting of Stockholders to be voted upon by stockholders at the
2009  Annual  Meeting.

     The  following  table  sets  forth  the  names  and  ages of our directors.

<TABLE>
<CAPTION>

Name                Age                         Position
<S>                 <C>  <C>
------------------  ---  --------------------------------------------------------
R. Francis DiPrete   54  Class I Director
Mark D. Hagans       42  Class I Director
James H. Hartung     66  Class II Director
Timothy R. Kasmoch   47  Class II Director, President and Chief Executive Officer
Thomas L. Kovacik    61  Class II Director
Carl Richard         82  Class I Director
Joseph H. Scheib     52  Class I Director

</TABLE>

R.  FRANCIS  DIPRETE is a self-employed attorney and business consultant who has
served as a Director since May 2000.  Mr. DiPrete is licensed to practice law in
Rhode  Island  and  Connecticut,  and  has  served  as a director or officers of
various  corporations,  both  public  and  private.  Mr.  DiPrete graduated from
Rutgers  University with a B.A., and received his law degree from Roger Williams
University,  School  of  Law.  Mr.  DiPrete is a member of the Board's Audit and
Compensation Committees.  Mr. DiPrete has informed the Board that he will retire
from the Board immediately prior to the 2009 Annual Meeting of Stockholders, and
his  service  as  a  director  of  the  Company  will  end  at  that  time.

MARK  D.  HAGANS is an attorney and partner with the law firm of Plassman, Rupp,
Short  &  Hagans,  of  Archbold,  Ohio, and his practice focuses on corporation,
taxation  and  banking  law.  Mr. Hagans serves on numerous Boards of directors,
including  the  Fulton  County Health Center, where he is presently chair of the
Finance  Committee.  Mr.  Hagans  earned  his  law degree from the University of
Toledo.  Mr.  Hagans  has  served  as  our Director since December 2006 and is a
member  of  the  Board's  Audit,  Finance  and  Technology  Committees.

JAMES  H.  HARTUNG  is  the  former President and Chief Executive Officer of the
Toledo-Lucas  County  (Ohio)  Port Authority, a position he held from 1994 until
2008.  Mr. Hartung has served as our Director since January 2006 and is a member
of  the  Board's  Compensation  and  Nominating  Committees.  Mr. Hartung's son,
Howard,  was  our Chief Operating Officer until his resignation in January 2008.

TIMOTHY  R.  KASMOCH  has  been  our President and Chief Executive Officer since
February  2006  and  a  Director  since  January 2006.  Until April 1, 2007, Mr.
Kasmoch  was  also  President  and  CEO  of  Tri-State  Garden  Supply,  d/b/a
Gardenscape,  a  bagger  and  distributor of lawn and garden products, which has
provided  trucking  services  to our Company.  Mr. Kasmoch is a graduate of Penn
State University.  Mr. Kasmoch is a member of the Board's Finance and Technology
Committees.

THOMAS  L.  KOVACIK  is  presently  employed  as  the  Executive  Director  of
Transportation  Advocacy Group of Northwest Ohio ("TAGNO"), a strategic planning
organization working with local and Ohio transportation and economic development
officials.  Mr.  Kovacik  was  previously  employed  by  us from 1992 to 1995 as
President  of Great Lakes N-Viro, at the time one of our divisions.  Mr. Kovacik
has  also  held  various  positions  with  local  government,  utilities  and
environmental  companies,  and  earned a masters degree from Bowling Green State
University  in  Geochemistry.  Mr.  Kovacik  has  served  as  our Director since
December  2006,  and  is  a  member  of  the Board's Compensation and Technology
Committees.

CARL  RICHARD  is  the former Executive Vice-President of P.R. Transportation, a
trucking  company  located  in  Toledo,  Ohio,  and  was a consultant to us from
January  2006  to  April  2007.  Mr.  Richard  served  as Vice-President of C.A.
Transportation  from  1988  through  2000  and  as  Vice-President  of  R.O.S.S.
Investments, a real estate holding company, from 1980 through 2000.  Mr. Richard
has  served  as  our Director since December 2004 and is a member of the Board's
Nominating  Committee.

JOSEPH  H. SCHEIB is the Chief Financial Officer of Broad Street Software Group,
a  comprehensive software technology company located in Edenton, North Carolina,
a  position he has held since June 2003.  From May 2000 until February 2003, Mr.
Scheib  was  the  Financial  Operation  Principal/Compliance Officer of Triangle
Securities,  LLC  of Raleigh, North Carolina, an asset management, brokerage and
investment  banking  firm.  Mr.  Scheib is a CPA and a graduate of East Carolina
University  with  a degree in accounting.  Mr. Scheib has served as our Director
since  December  2004,  and  is  a  member  of  the  Board's  Audit, Finance and
Nomination  Committees.


KEY  RELATIONSHIPS

     None.

                     CORPORATE GOVERNANCE AND BOARD MATTERS

MEETINGS  OF  THE  BOARD  OF  DIRECTORS

     Our  business,  property and affairs are managed under the direction of our
Board.  The  Board  presently  consists  of seven members.  Our Board held three
formal  meetings during 2008, consisting of two regular meetings and one special
meeting.  Each  director  attended 100% of the aggregate number of meetings held
by  the Board of Directors and the Committees of the Board of Directors on which
he served.  It is the policy of the Company that the members of the Board attend
our  annual stockholder meeting.  Failure to attend annual meetings without good
reason is a factor the Nominating Committee will consider in determining whether
to  renominate  a current Board member.  All seven members of the Board attended
the  2008  Annual  Meeting.

SHAREHOLDER  COMMUNICATIONS  WITH  THE  BOARD

     We  encourage  stockholder communications with directors.  Stockholders may
communicate  with  a  particular  director, all directors or the Chairman of the
Board  by  mail or courier addressed to him or the entire Board in care of James
K.  McHugh,  Corporate  Secretary,  N-Viro  International Corporation, 3450 West
Central  Avenue, Suite #328, Toledo, OH  43606.  All correspondence should be in
a  sealed  envelope  marked "Confidential" and will be forwarded unopened to the
director  as  appropriate.

BOARD  INDEPENDENCE

     Although  we  are  not  subject  to  the  listing requirements of any stock
exchange, we are committed to a board in which a majority of our members consist
of  independent  directors,  as  defined  under the NASDAQ rules.  The Board has
reviewed  the  independence  of  its  members, applying the NASDAQ standards and
considering  other  commercial,  legal,  accounting  and  familial relationships
between  the  Directors  and  us.  The  Board  has  determined  that  all of the
Directors  are  independent  other  than  Mr. Kasmoch, who is not an independent
Director  by  virtue  of  his  current  position as our chief executive officer.

CODE  OF  ETHICS

     We  have  adopted a Code of Ethics which covers the Chief Executive Officer
and  Chief  Financial  Officer, which is administered and monitored by the Audit
Committee  of  the  Board.  A  copy of the Code of Ethics is attached as Exhibit
14.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, and
is  posted  on  our  web  site  at  www.nviro.com.
                                    -------------

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     The  Board has the following standing committees:  the Audit Committee, the
Compensation  Committee, the Finance Committee, the Nominating Committee and the
Technology  Committee.  The  composition  and  function of each Committee is set
forth  below:


<TABLE>
<CAPTION>


DIRECTOR            AUDIT  COMPENSATION  NOMINATING  FINANCE  TECHNOLOGY
<S>                 <C>    <C>           <C>         <C>      <C>

R. Francis DiPrete  X      X
Mark D. Hagans      X                                X*       X
James H. Hartung           X             X
Timothy R. Kasmoch                                   X        X*
Thomas L. Kovacik          X*                                 X
Carl Richard                             X
Joseph H. Scheib    X*                   X*          X

</TABLE>

*  Committee Chair


AUDIT  COMMITTEE

     Our  Audit  Committee  consists  of Messrs. Scheib, DiPrete and Hagans.  In
accordance with our Audit Committee Charter, each of the Audit Committee members
must be "independent" as determined under the NASDAQ rules.  The Audit Committee
currently  is not subject to, and does not follow, the independence criteria set
forth in Section 10A of the Securities Exchange Act 1934, as amended.  The Board
has  determined  that each of the directors who serve on the Audit Committee are
"independent"  under  the  NASDAQ  rules,  meaning  that  none  of  them  has  a
relationship  with us that may interfere with their independence from us and our
management.  Further,  the  Board  has determined that Mr. Scheib qualifies as a
"financial  expert"  as  defined  by the Securities and Exchange Commission (the
"SEC").

     The  Audit  Committee  recommends  the  appointment of the outside auditor,
oversees  our  accounting  and internal audit functions and reviews and approves
the  terms  of transactions between us and related party entities.  During 2008,
the  Audit  Committee met three times.  The Audit Committee has retained UHY LLP
to  conduct the audit for the year ended December 31, 2009.  The Audit committee
is  governed  by  a  written  charter, a copy of which was attached to the Proxy
Statement  for  our  annual  meeting  held  on  June  8,  2007.

COMPENSATION COMMITTEE

     The  Compensation  Committee  determines officers' salaries and bonuses and
administers  the grant of stock options pursuant to our stock option plans.  The
Compensation  Committee  does  not  have  a  written  charter.  The Compensation
Committee  currently  consists  of  Messrs.  Kovacik,  DiPrete and Hartung.  The
Compensation  Committee  met  two  times  during  2008.

     The  Board  has  determined that a majority of the members of the committee
are  "independent"  as  determined under the NASDAQ standards.  Prior to January
2008,  Mr.  Hartung  was  not  deemed to be "independent" due to his son, Howard
Hartung,  serving  as  one  of  our  executive  officers.  Despite  his  lack of
"independence,"  the Board determined that Mr. Hartung's exercise of independent
judgment  was not affected by this relationship.  In January 2008, Mr. Hartung's
son  resigned  from  employment  with us, and Mr. Hartung is considered to be an
"independent"  director.

FINANCE  COMMITTEE

     The  Finance  Committee,  consisting of Messrs. Hagans, Kasmoch and Scheib,
assists  in  monitoring  our cash flow requirements and approves any internal or
external financing or leasing arrangements.  The Finance Committee does not have
a  written  charter.  This  committee  met  once  during  2008.

NOMINATING  COMMITTEE

     The  Nominating  Committee,  consisting  of  Messrs.  Scheib,  Richard  and
Hartung, considers and recommends to the Board qualified candidates for election
as  Board  members,  and  establishes  and  periodically  reviews  criteria  for
selection  of  directors.  The  Nominating  Committee  does  not  have a written
charter.  The  committee  met  one  time  during  2008.

     The  Board  has  determined that a majority of the members of the committee
are  "independent"  as  determined under the NASDAQ standards.  Prior to January
2008,  Mr.  Hartung  was  not  deemed to be "independent" due to his son, Howard
Hartung,  serving  as  one  of  our  executive  officers.  Despite  his  lack of
"independence,"  the Board determined that Mr. Hartung's exercise of independent
judgment  was not affected by this relationship.  In January 2008, Mr. Hartung's
son  resigned  from  employment  with us, and Mr. Hartung is considered to be an
"independent"  director.

     The  Nominating  Committee  will  consider  candidates  recommended  by
stockholders,  directors,  officers,  third-party search firms and other sources
for  nomination  as  a director.  The Committee considers the needs of the Board
and  evaluates  each  director  candidate  in  light of, among other things, the
candidate's  qualifications.  Recommended  candidates  must  be  of  the highest
character  and  integrity,  free  of  any  conflicts of interest and possess the
ability  to  work  collaboratively  with  others, and have the time to devote to
Board  activities.  All  candidates  will  be  reviewed  in  the  same  manner,
regardless  of  the  source  of  the  recommendation.

     It  is  generally  the  policy  of  the  Board  to consider the stockholder
recommendations  of  proposed  director  nominees,  if  such recommendations are
seriously  made  and  timely  received  under applicable SEC regulations.  To be
considered "timely received," recommendations must be received in writing at our
principal  executive  offices,  at  N-Viro  International  Corporation,  3450 W.
Central  Avenue,  Suite 328, Toledo, Ohio 43606, Attention: Chairman, Nominating
Committee,  c/o James K. McHugh, Corporate Secretary, no later than February 18,
2009.

     All  stockholder  recommended  candidates should be independent and possess
substantial  and  significant  experience  which  would be of value to us in the
performance  of the duties of a director.  In addition, any stockholder director
nominee  recommendation  must  include, at a minimum, the following information:
the  stockholder's  name;  address;  the  number  and class of shares owned; the
candidate's  biographical  information, including name, residential and business
address,  telephone  number, age, education, accomplishments, employment history
(including  positions  held  and  current  position),  and  current  and  former
directorships;  and  the  stockholder's  opinion  as  to whether the stockholder
recommended  candidate  meets  the definitions of "independent" under the NASDAQ
standards.  In  addition, the recommendation letter must provide the information
that  would  be  required  to  be  disclosed  in the solicitation of proxies for
election  of  directors  under  federal  securities  laws.  The stockholder must
include  the  candidate's  statement  that  he/she  meets these requirements; is
willing  to  promptly  complete  the  Questionnaire  required  of  all officers,
directors  and  candidates  for nomination to the Board; will provide such other
information  as  the  Committee may reasonably request; consents to serve on the
Board  if  elected;  and  acknowledges  that such candidate will comply with the
Board's  policy  of  tendering  a  resignation  that  will  become  effective
automatically  only in the event that that candidate fails to receive a majority
of  the  votes  cast  in  an  election  of directors subject to majority voting.

COMPENSATION  OF  DIRECTORS

     Our  Board  of  Directors  has approved the payment of cash compensation to
non-employee  directors  in exchange for their service on the Board.  The amount
of  cash compensation to be received by each non-employee director is $1,000 per
regular meeting attended during each calendar year, and $500 per special meeting
attended.  Our  Board  of  Directors  generally  has  four  regular meetings per
calendar year.  The Directors are reimbursed for out-of-pocket expenses incurred
in  attending  meetings  of  the  Board  of Directors or any committees thereof.

     Under  our  current  stock option plan, approved by the stockholders in May
2004  and  amended  by the stockholders in June 2008, each non-employee Director
automatically  receives  a  grant  of options to purchase 2,500 shares of Common
Stock  for each regular meeting attended, and an option to purchase 1,250 shares
of  Common  Stock  for  each  special  meeting attended, subject to a maximum of
options  to  purchase  15,000  in  any  year.

     Directors  who are our employees do not receive any additional compensation
for  serving as Directors.  Directors who are our consultants do not receive any
additional  cash  compensation  for  serving  as Directors, but do receive stock
options  per  the provisions of the N-Viro International Corporation Amended and
Restated  2004  Stock  Option  Plan.

                             DIRECTOR COMPENSATION
<TABLE>
<CAPTION>

                       Fees                        Non-Equity    Non-Qualified   Non-Qualified
                    Earned or                       Incentive      Incentive        Deferred            All
                     Paid in     Stock   Option       Plan            Plan        Compensation         Other
Name                   Cash     Awards   Awards   Compensation    Compensation      Earnings     Compensation (1)    TOTAL
------------------  ----------  -------  -------  -------------  --------------  --------------  -----------------  --------
<S>                 <C>         <C>      <C>      <C>            <C>             <C>             <C>                <C>
R. Francis DiPrete  $    4,000        -  $13,525              -               -               -              2,500  $ 20,025
Joseph H. Scheib    $    4,000        -  $13,525              -               -               -                  -  $ 17,525
Carl Richard        $    4,000        -  $13,525              -               -               -                  -  $ 17,525
James H. Hartung    $    4,000        -  $13,525              -               -               -                  -  $ 17,525
Mark D. Hagans      $    4,000        -  $13,525              -               -               -                  -  $ 17,525
Thomas L. Kovacik   $    4,000        -  $13,525              -               -               -                  -  $ 17,525
Timothy R. Kasmoch           -        -        -              -               -               -                  -  $      0
                    ----------  -------  -------  -------------  --------------  --------------  -----------------  --------
                    $   24,000  $     0  $81,150  $           0  $            0  $            0  $           2,500  $107,650
                    ==========  =======  =======  =============  ==============  ==============  =================  ========

<FN>

(1)  Represents  consulting fees paid to Mr. DiPrete as approved by the Board of  Directors.

</TABLE>


                       EXECUTIVE OFFICERS OF THE COMPANY

     Executive  officers  of the Company are appointed by the Board of Directors
and  hold  office at the pleasure of the Board.  Set forth below is biographical
and  other  information  on  the current executive officers of the Company.  Mr.
Kasmoch also serves as a member of the Board and his biographical information is
set  forth  above  under  the  caption  "Directors  of  the  Company."

<TABLE>
<CAPTION>

Name                Age                      Position
------------------  ---  ------------------------------------------------
<S>                 <C>  <C>

Timothy R. Kasmoch   47  President and Chief Executive Officer
Robert W. Bohmer     39  V.P. Business Development and General Counsel
James K. McHugh      50  Chief Financial Officer, Secretary and Treasurer

</TABLE>


ROBERT  W.  BOHMER  has  been  our  Vice-President  for Business Development and
General  Counsel  since July 2007.  Since 1996, Mr. Bohmer has been with the law
firm  of  Watkins,  Bates  and Carey, LLP, Toledo, Ohio.  Since 2005, Mr. Bohmer
served  as  general  outside  counsel  to  the  Company.

JAMES  K.  MCHUGH  has  served  as  our  Chief  Financial Officer, Secretary and
Treasurer since January 1997.  Prior to that date, Mr. McHugh served the Company
and  our  predecessor  company  in various financial positions since April 1992.


            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own beneficially more than
ten  percent  (10%)  of  the  shares  of  our  Common  Stock, to file reports of
ownership  and changes of ownership with the Securities and Exchange Commission,
or SEC.  Copies of all filed reports are required to be furnished to us pursuant
to  Section  16(a).  Based  solely  on the reports received by us and on written
representations  from  reporting  persons, we believe that the current directors
and  executive  officers complied with all applicable filing requirements during
the  fiscal  year  ended  December  31,  2008,  with  the  following exceptions:

R.  Francis DiPrete was late filing the following Form 4's (Statement of Changes
of  Beneficial  Ownership of Securities) during 2008:  (i) a Form 4 was filed on
August 4, 2008, reporting late one sale of Common Stock on July 31, 2008, (ii) a
Form  4 was filed on August 6, 2008, reporting late two sales of Common Stock on
July 31, 2008 and one sale of Common Stock on August 1, 2008, (iii) a Form 4 was
filed  on  September  17,  2008,  reporting  late  one  sale  of Common Stock on
September  12,  2008.

Timothy  R.  Kasmoch was late filing a Form 4 on January 5, 2009, reporting late
one  purchase  of  Common  Stock  on  December  30,  2008.


ITEM  11.     EXECUTIVE  COMPENSATION

     The  following  table  presents  the  total  compensation paid to our Chief
Executive  Officer, V.P. Business Development and Chief Financial Officer during
2008.  There  were  no  other  executive officers who were serving at the end of
2008  and  whose  total  compensation  exceeded  $100,000.

<TABLE>
<CAPTION>

                                                                     Non-Equity   Nonqualified
                                                                     Incentive      Deferred
Name and Principal                                 Stock   Option       Plan      Compensation    All Other
Position                   Year   Salary   Bonus  Awards   Awards   Compensation    Earnings    Compensation    TOTAL
-------------------------  ----  --------  -----  -------  -------  ------------  ------------  -------------  --------
<S>                        <C>   <C>       <C>    <C>      <C>      <C>           <C>           <C>            <C>
TIMOTHY R. KASMOCH         2008  $150,000      -        -        -             -             -  $           0  $150,000
President and Chief        2007  $139,788      -  $ 7,875  $     0             -             -  $           0  $147,663
  Executive Officer (1)

ROBERT W. BOHMER           2008  $150,000      -        -  $93,333             -             -  $           0  $243,333
V.P. Business Develop. +   2007  $ 75,000      -        -  $70,000             -             -  $           0  $145,000
  General Counsel (2)

JAMES K. MCHUGH            2008  $100,044      -        -        -             -             -  $         552  $100,596
Chief Financial Officer,   2007  $ 93,945      -        -        -             -             -  $         360  $ 94,305
  Secretary + Treasurer (3)

<FN>

(1)     Mr.  Kasmoch  was  appointed  CEO on dateYear2006Day14Month2February 14,
2006,  effective  with his employment date.  Mr. Kasmoch received $7,875 for the
value  of  unregistered shares of Common Stock in 2007, pursuant to the terms of
his  Employment  Agreement  signed  February  14,  2006.

(2)  Mr.  Bohmer was appointed V.P. Business Development and General Counsel and
started  his  employment  on  July 1, 2007. He was granted 100,000 stock options
pursuant  to our Amended and Restated 2004 Stock Option Plan, in accordance with
his  Employment  Agreement  dated  June  12,  2007. In June 2008, his employment
agreement  was  extended for two (2) additional years. These options were valued
at  $70,000  for  2007,  revalued  at  $93,333  for  2008  and $280,000 over the
four-year  life  of  his  employment  agreement.

(3)     Mr.  McHugh  is  taxed on the imputed benefit of a life insurance policy
that  benefits  his  personal beneficiary for one-half the face value and N-Viro
International  Corporation  for  one-half  the  face  value  of  the  policy.

</TABLE>


                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
<TABLE>
<CAPTION>


                    OPTION AWARDS                                                          STOCK AWARDS
                    ---------------------------------------------------------------------- --------------------------

                                                       Equity
                                                      Incentive
                                                        Plan                                                Market
                         # of            # of          Awards:                                 # of        Value of
                      Securities      Securities    # Securities                             Shares or     Shares or
                      Underlying      Underlying     Underlying                              Units of      Units of
                     Unexercised     Unexercised     Unexercised     Option      Option     Stock That    Stock That
                     Options (#)     Options (#)      Unearned      Exercise   Expiration    Have Not      Have Not
Name                 Exercisable    Unexercisable    Options (#)   Price (#)      Date      Vested (#)    Vested ($)
------------------  --------------  --------------  -------------  ----------  ----------  -------------  -----------
<S>                 <C>             <C>             <C>            <C>         <C>         <C>            <C>
Timothy R. Kasmoch           2,500               -              -  $     1.70     2/15/16              -            -
Timothy R. Kasmoch         250,000               -              -  $     2.00    12/31/16              -            -

Robert W. Bohmer           100,000               -              -  $     2.80     6/13/17              -            -

James K. McHugh              6,000               -              -  $     5.00     5/12/10              -            -
James K. McHugh              5,000               -              -  $     1.50    12/15/10              -            -
James K. McHugh             10,000               -              -  $     1.50     12/7/11              -            -
James K. McHugh             12,000               -              -  $     2.10    11/11/14              -            -
James K. McHugh             50,000               -              -  $     2.00    12/31/16              -  -


---------------------------------------------------
                       Equity           Equity
                      Incentive       Incentive
                    Plan Awards:     Plan Awards:
                     # Unearned       Market or
                       Shares,       Payout Value
                      Units or       of Unearned
                    Other Rights    Shares, Units
                      That Have    or Other Rights
                         Not          That Have
Name                 Vested (#)     Not Vested (#)
------------------  -------------  ----------------
<S>                 <C>            <C>
Timothy R. Kasmoch              -                 -
Timothy R. Kasmoch              -                 -

Robert W. Bohmer                -                 -

James K. McHugh                 -                 -
James K. McHugh                 -                 -
James K. McHugh                 -                 -
James K. McHugh                 -                 -
James K. McHugh                 -                 -

</TABLE>


     All options awards were made granted under the Company's current stock
option plan described under the caption "Equity Compensation Plan Information."

EMPLOYMENT AGREEMENTS

     On  February  13, 2007, we entered into a new employment agreement with Mr.
Timothy  R. Kasmoch as our President and Chief Executive Officer.  Mr. Kasmoch's
employment  agreement is for a two-year term commencing on February 13, 2007 and
provides  for  automatic  renewal  of successive one-year terms unless notice is
provided ninety (90) days prior to the expiration of the then current term.  The
agreement  provides  that  Mr.  Kasmoch  is  to receive an annual base salary of
$150,000,  subject  to  an  annual  increase at the discretion of the Board.  In
addition,  Mr.  Kasmoch  is eligible for an annual cash bonus in an amount to be
determined,  and  otherwise  subject to the discretion of, the Board.  Under the
agreement, this determination is to be based upon the Board's complete review of
Mr.  Kasmoch's  performance,  including  the  growth  and  profitability  of the
Company.

Generally,  Mr.  Kasmoch's  employment agreement may be terminated by us with or
without cause or by the Employee for any reason.  If the agreement is terminated
by  us  without  cause  (other  than by reason of the death or disability of Mr.
Kasmoch),  Mr.  Kasmoch  will continue to receive his base salary then in effect
for  the  period  between  the  termination  date and the expiration date of the
agreement.  If the agreement is terminated for any other reason by either party,
Mr. Kasmoch is entitled to receive his base salary through the effective date of
the  termination  plus any bonus or incentive compensation which has been earned
or  payable  through  the termination date, as provided for in the agreement.  A
copy of Mr. Kasmoch's Employment Agreement was attached to a Form 8-K as Exhibit
10.1,  filed  by  us  on  March  12,  2007.

Effective  April  2,  2008,  we entered into a First Amendment to the Employment
Agreement (the "Amendment") with Mr. Kasmoch.  The Amendment extends the term of
Mr.  Kasmoch's  Employment  Agreement for an additional two years.  As a result,
the term of Mr. Kasmoch's Employment Agreement will expire on February 12, 2011,
instead  of  February  12,  2009  as  provided  for  in  the original Employment
Agreement.  Except for the extension of the term, there were no other changes to
Mr.  Kasmoch's Employment Agreement.  The Amendment was approved by our Board of
Directors  at  a  regular  meeting  held  on  April  2,  2008.

In  June  2007, we executed an Employment Agreement with Robert W. Bohmer as our
Vice-President of Business Development and General Counsel, which commenced July
1,  2007.  Mr.  Bohmer's  agreement  is for a two-year term at $150,000 per year
plus  a  stock  option  grant  of  100,000  shares.  In  addition, Mr. Bohmer is
eligible for an annual cash bonus in an amount to be determined.  Generally, the
Agreement  may  be terminated by us with or without cause or by the Employee for
any  reason.

Effective  June  19,  2008,  we entered into a First Amendment to the Employment
Agreement  (the "Amendment") with Mr. Bohmer.  The Amendment extends the term of
Mr. Bohmer's Employment Agreement for an additional two years.  As a result, the
term  of  Mr. Bohmer's Employment Agreement will expire on July 1, 2011, instead
of  July  1,  2009 as provided for in the original Employment Agreement.  Except
for  the  extension  of  the  term,  there were no other changes to Mr. Bohmer's
Employment Agreement.  The Amendment was approved by our Board of Directors at a
regular  meeting  held  on  June  16,  2008.

EQUITY  COMPENSATION  PLAN  INFORMATION

     We  maintain  two  stock option plans for directors, executive officers and
key  employees.  The  current plan was approved by the stockholders in May 2004,
and  amended by the stockholders in June 2008.  The plan, as amended, authorizes
the  Board  of  Directors  or  a committee thereof, to grant awards of incentive
stock  options  and non-qualified stock options for up to a maximum of 1,500,000
shares  of Common Stock.  The total number of options granted and outstanding as
of December 31, 2008 was 746,025, and the number of options available for future
issuance  was  626,375.  Currently, the plan is administered by the Compensation
Committee.


ITEM  12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

     We  had  outstanding  4,347,707  shares of Common Stock, $.01 par value per
share,  or the Common Stock, on April 27, 2009, which constitutes the only class
of  our  outstanding  voting  securities.

FIVE PERCENT STOCKHOLDERS

     At  April  27, 2009, the following were the only persons known to us to own
beneficially  more  than  5%  of  the  outstanding  shares  of  Common  Stock:

<TABLE>
<CAPTION>

                                      Name                                Amount and          Percentage of
Title of                         and Address of                           Nature of        Outstanding Shares
Class                           Beneficial Owner                     Beneficial Ownership    of Common Stock
<S>           <C>                                                    <C>                   <C>
------------  -----------------------------------------------------  --------------------  -------------------
              Cooke Family Trust (1)
              90 Grande Brook Circle, #1526
Common Stock  Wakefield, Rhode Island 02879                                       753,887               17.16%
------------  -----------------------------------------------------  --------------------  -------------------

<FN>

1.     The  shares  attributed  to  the  Cooke  Family  Trust  include  708,887  shares  owned
beneficially  and  45,000  in Common Stock warrants exercisable to purchase an equal number of
shares  of Common Stock.  This information was derived from the Schedule 13D Amendment #4 filed
on  June 13, 2008.

</TABLE>


SECURITY  OWNERSHIP  OF  MANAGEMENT

     The  following  table  sets  forth,  as of April 27, 2009, unless otherwise
specified,  certain  information with respect to the beneficial ownership of our
shares  of  Common  Stock  by each person who is our director, a nominee for the
Board,  each of the Named Executive Officers, and by our directors and executive
officers  as  a  group.  Unless  otherwise  noted,  each  person  has voting and
investment  power, with respect to all such shares, based on 4,347,707 shares of
Common  Stock outstanding on the record date.  Pursuant to the rules of the SEC,
shares of Common Stock which a person has the right to acquire within 60 days of
the  date  hereof  pursuant  to  the  exercise of stock options are deemed to be
outstanding for the purpose of computing the percentage ownership of such person
but  are  not  deemed  outstanding  for  the purpose of computing the percentage
ownership  of  any  other  person.

<TABLE>
<CAPTION>

                                                       Amount and Nature of
Title of Class        Name of Beneficial Owner         Beneficial Ownership  1     Percent of Class
--------------  -------------------------------------  --------------------       -----------------
<S>             <C>                                    <C>                   <C>  <C>
Common Stock    R. Francis DiPrete                                  144,690  2                3.23%
Common Stock    Mark D. Hagans                                       14,150  3                0.32%
Common Stock    James H. Hartung                                     32,250  4                0.74%
Common Stock    Timothy R. Kasmoch                                  410,500  5                8.83%
Common Stock    Thomas L. Kovacik                                    12,500  6                0.29%
Common Stock    Carl Richard                                        139,019  7                3.13%
Common Stock    Joseph H. Scheib                                    194,888  8                4.39%
Common Stock    Robert W. Bohmer                                    102,600  9                2.31%
Common Stock    James K. McHugh                                      91,920  10               2.07%
                All directors and executive officers
Common Stock                as a group (9 persons)                1,142,517  11              22.00%

<FN>

1.     Except  as otherwise indicated, all shares are directly owned with voting
and  investment  power  held  by  the  person  named.

2.     Represents  14,390  shares  of  Common Stock owned by Mr. DiPrete, 66,600
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $0.70  to  $3.90 per share and 63,700 unregistered shares
issuable  upon exercise of warrants which are currently exercisable at $2.00 per
share.

3.     Represents  2,900  shares  of Common Stock owned by Mr. Hagans and 11,250
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $2.00  to  $3.90  per  share.

4.     Represents  2,500  shares  of  Common  Stock owned by Mr. Hartung, 18,750
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $0.70  to  $3.90 per share and 11,000 unregistered shares
issuable  upon exercise of warrants which are currently exercisable at $2.00 per
share.

5.     Represents  100,000  unregistered  shares  and 8,000 registered shares of
Common  Stock  owned  by  Mr.  Kasmoch, 50,000 unregistered shares issuable upon
exercise  of  warrants  which  are  currently exercisable at $1.85 per share and
252,500 shares issuable upon exercise of options which are currently exercisable
at  prices  ranging  from  $1.70  to  $2.00  per  share.

6.     Represents  1,000  shares of Common Stock owned by Mr. Kovacik and 11,500
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $2.00  to  $3.90  per  share.

7.     Represents  51,000  shares  of  Common Stock owned by Mr. Richard, 30,000
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $0.70  to  $3.90 per share and 58,019 unregistered shares
issuable  upon  exercise  of  warrants which are currently exercisable at prices
ranging  from  $1.85  to  $2.00  per  share.

8.     Represents  104,538  shares  of  Common Stock owned by Mr. Scheib, 33,750
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $0.70  to  $3.90  per share, 600 shares owned by a family
member  over  which  Mr. Scheib acts as custodian and 56,000 unregistered shares
issuable  upon  exercise  of  warrants which are currently exercisable at prices
ranging  from  $1.85  to  $2.00  per  share.

9.     Represents  2,600  shares of Common Stock owned by Mr. Bohmer and 100,000
shares  issuable  upon  exercise  of  options which are currently exercisable at
$2.80  per  share.

10.     Represents  8,920 shares of Common Stock owned by Mr. McHugh and a total
of  83,000  shares  issuable  upon  exercise  of  options  which  are  currently
exercisable  at  prices  ranging  from  $1.50  to  $5.00  per  share.

11.     Represents  295,848  shares  of  Common Stock owned by the Directors and
Officers,  600 shares owned indirectly, 607,350 shares issuable upon exercise of
options  which  are  currently exercisable at prices ranging from $0.70 to $5.00
per  share  and a total of 238,719 unregistered shares issuable upon exercise of
warrants  which  are currently exercisable at prices ranging from $1.85 to $2.00
per  share.

</TABLE>


ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  AND  DIRECTOR
INDEPENDENCE

     During  the  month  of  January,  2008, Howard Hartung, the son of James H.
Hartung,  one  of our directors, was employed as our Chief Operating Officer, an
executive  officer  position.  Howard Hartung received a salary of $2,917 and no
options  to  purchase  shares  of  Common  Stock.  Howard Hartung resigned as an
employee  and  officer  of  the  Company  in  January,  2008.

DIRECTOR INDEPENDENCE

     Although  we  are  not  subject  to  the  listing requirements of any stock
exchange, we are committed to a board in which a majority of our members consist
of  independent directors, as defined under the NASDAQ rules.  Consequently, the
Board  has  reviewed  the  independence  of  its  members,  applying  the NASDAQ
standards  and  considering  other  commercial,  legal,  accounting and familial
relationships  between  the Directors and us.  The Board has determined that all
of  the  Directors  are  independent  other  than  Mr.  Kasmoch,  who  is not an
independent  Director  by  virtue of his current position as our chief executive
officer,  and  Mr. Hartung, who was not independent during the beginning of 2008
by  virtue of his son, Howard Hartung, serving as one of our executive officers.
Howard  Hartung  resigned  as  our  employee  in  January  2008.


ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT FEES

     Audit  services  of  UHY  LLP  ("UHY")  included  the  audit  of our annual
financial  statements  for  2008  and  2007,  and  services related to quarterly
filings  with the SEC through the reporting period ended September 30 in each of
those years.  Fees for these services totaled approximately $67,000 for 2008 and
$58,000  for  2007.

AUDIT  RELATED  FEES

     There  were  no  fees  billed  for  the  years  ended December 31, 2008 and
December  31, 2007 for assurance and related services by UHY that are reasonably
related  to  the performance of the audit or review of our financial statements.

TAX  FEES

     There  were  no  fees  billed  for  the  years  ended December 31, 2008 and
December  31, 2007 for professional services rendered by UHY for tax compliance,
tax  advice,  and  tax  planning.

ALL  OTHER  FEES

     UHY provided assistance on accounting related matters totaling $-0- for the
year  ended  December  31, 2008 and $9,000 for the year ended December 31, 2007.

     Although  the  Audit  Committee Charter does not explicitly require it, the
Audit  Committee approves all engagements of outside auditors before any work is
begun  on  the  engagement.


                                    PART IV

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES

    Exhibit  No.  Description
     ------------  -----------

     31.1  Certification  of  Chief Executive Officer Pursuant to Section 302 of
the  Sarbanes-Oxley  Act  of  2002.

     31.2  Certification  of  Chief Financial Officer Pursuant to Section 302 of
the  Sarbanes-Oxley  Act  of  2002.

     32.1  Certification  of  Chief Executive Officer Pursuant to Section 906 of
the  Sarbanes-Oxley  Act  of  2002.

     32.2  Certification  of  Chief Financial Officer Pursuant to Section 906 of
the  Sarbanes-Oxley  Act  of  2002.


<PAGE>

                                   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:  April  30,  2009

     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:  April  30,  2009

/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/  R.  Francis  DiPrete *
----------------------                 ----------------------------
James  H.  Hartung,  Director          R. Francis DiPrete, Director
and Chairman of the Board


/s/  Joseph H. Scheib *                /s/  Mark  D.  Hagans *
---------------------------------      ----------------------
Joseph  H.  Scheib,  Director          Mark  D.  Hagans,  Director


/s/  Carl  Richard *                   /s/ Thomas  L.  Kovacik *
-------------------                    -------------------------
Carl  Richard,  Director               Thomas  L.  Kovacik,  Director

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