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[N-VIRO INTERNATIONAL CORPORATION LETTERHEAD
June 21, 1999
VIA EDGAR
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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. 333-55713
Filed June 1, 1998
Dear Mr. Schwall:
Pursuant to Rule 477 of Regulation C promulgated under the
Securities Act of 1933, as amended (the "1933 Act"), 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. 333-55713) filed
with the Commission on June 1, 1998, as amended, hereby be withdrawn on the
grounds that pursuant to the rules and regulations of the 1933 Act, the Company
is not permitted to use Form S-3 for the registration of it's securities at this
time. 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.
James I. Rothschild, Esq.
Eloise Quarles - via facsimile (202) 942-9528
