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[N-VIRO INTERNATIONAL CORPORATION LETTERHEAD
March 23, 1998
VIA EDGAR
- ---------
H. Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: N-Viro International Corporation
Registration Statement on Form S-3
File No. 333-31689
Filed July 21, 1997
Dear Mr. Schwall:
Pursuant to Rule 477 of Regulation C promulgated under the
Securities Act of 1933, as amended, I hereby request on behalf of N-Viro
International Corporation, a Delaware corporation (the "Company"), that the
Company's Registration Statement on Form S-3 (File No. 333-31689) filed with the
Commission on July 21, 1997 hereby be withdrawn on the grounds that the purpose
of such Registration Statement is no longer relevant as the transaction
described therein will not be consummated according to its description. The
Company believes that such withdrawal is consistent with the public interest and
the protection of investors and hereby requests that the Commission consents to
such withdrawal.
If you have any questions regarding this application for
withdrawal, please do not hesitate to contact me at (419) 535-6374 or James F.
White, Jr., Special Counsel to the Company, at (419) 321-1209.
Very truly yours,
/s/ J. Patrick Nicholson
--------------------------------
J. Patrick Nicholson
Chairman of the Board, Chief
Executive Officer and President
N-Viro International Corporation
cc: James F. White, Jr., Esq.
Eloise Quarles - via facsimile (202) 942-9528
