FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 1997

                           Commission File No. 1-11768


                           RELIV' INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


       Illinois                                            37-1172197
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)


      136 Chesterfield Industrial Boulevard,
       P.O. Box 405, Chesterfield,  Missouri                     63006
     (Address of principal executive offices)                 (Zip Code)


                                 (314) 537-9715
              (Registrant's telephone number, including area code)



         Registrant 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 and
has been subject to such filing requirements for the past 90 days.


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


          COMMON STOCK 9,823,635 outstanding Shares as of June 30, 1997

<PAGE>



Part I.           FINANCIAL INFORMATION
                  ---------------------
         Item 1.   Financial Statements
                   --------------------

         The following  consolidated  financial statements of the Registrant are
     attached to this Form 10-Q:

         1.    Interim Balance Sheet as of June 30, 1997 and Balance Sheet as of
               December 31, 1996.

         2.    Interim  Statements  of  Operations  for the  three and six month
               periods ending June 30, 1997 and June 30, 1996.

         3.    Interim Statements of Cash Flows for the six month periods ending
               June 30, 1997 and June 30, 1997.

         The  Financial  Statements  reflect all  adjustments  which are, in the
     opinion of  management,  necessary  to a fair  statement of results for the
     periods presented.

     Item 2.       Management's Discussion  and  Analysis of Financial Condition
                   -------------------------------------------------------------
                   and Results of Operations 
                   ------------------------- 

     1.  Financial Condition
         -------------------

         The current assets of the Company  increased  during the second quarter
of 1997, to $7,298,000  from  $6,553,000 as of December 31, 1996.  Cash and cash
equivalents increased to $2,563,000 at June 30, 1997 from $2,109,000 at December
31, 1996, as a result of increased  sales and net profits.  Accounts  receivable
decreased to $726,000 at June 30, 1997, from $1,056,000 at December 31, 1996, as
a result of a decrease in sales of the Company's  contract  packaging  services,
which are generally paid on 30-day terms.  Contract  packaging sales declined to
$387,000 for the second  quarter as compared to $1,147,000 in the fourth quarter
1996.  Inventories increased to $3,211,000 from $2,762,000 at December 31, 1996,
as increased  sales  volumes and build up for new product  introductions  in the
United States required greater finished goods levels.

         Net property,  plant and equipment  increased $287,000 to $5,056,000 as
of June 30, 1997, as the Company began the expansion to its facility on land the
Company owns adjacent to its existing  building in Chesterfield,  Missouri.  The
construction agreement of May 9, 1997 includes expanding the office, warehousing
and manufacturing areas by adding  approximately  90,000 square feet of space to
its facility.  The expansion project is anticipated to cost $5 to $6 million and
will be financed with cash generated through operations and bank debt.

         Current  liabilities  increased to  $4,237,000  at June 30, 1997,  from
$3,866,000 at December 31, 1996.  Trade accounts payable  increased  slightly to
$1,740,000 from $1,689,000 at December 31, 1996. Distributor commissions payable
increased  $324,000 as a result of  increased  sales  volume in June,  1997,  as
compared to December, 1996. Short-term notes payable increased to $200,000 at




                                        2
<PAGE>



June 30, 1997,  as the Company  utilized a portion of its line of credit to fund
the increased expenditures in inventory and plant, property and equipment.

         The Company's  working  capital  balance has improved by $375,000 since
December 31, 1996, with a current ratio of 1.72 due to the net profits generated
by the Company in the second  quarter.  The Company  anticipates  that its cash,
working  capital  balance  and  established  credit will be adequate to meet its
operating needs in the future, based on current and projected revenue levels.

     2.  Result of Operations
         --------------------

         The Company had a net profit of  $595,000  and $.06 per share  earnings
for the quarter  ended June 30,  1997,  compared to a net profit of $302,000 and
$.03 per share  earnings  for the same period in 1996.  Net sales for the period
increased  to  $11,771,000  from  $9,448,000  in 1996.  Net sales in the  second
quarter 1997 comprised of $11,384,000 in network marketing sales and $387,000 in
contract  packaging  services,  as compared to $8,794,000  in network  marketing
sales and $655,000 in contract packaging services in 1996.

         The Company provides contract packaging  services,  including blending,
processing  and  packaging  food  products  in  accordance  with  specifications
provided  by its  customers.  Direct  costs of  contract  services in the second
quarter  1997 were 106.4% of net sales,  compared  to 99.1% in the same  quarter
1996. Net sales from contract services declined in the second quarter due to the
loss of a substantial  customer.  Direct costs  increased as a percentage of net
sales due to the inability to immediately  reduce costs to offset the decline in
net sales. The Company is taking action to reduce operating  expenses to a level
necessary to support the current income.

         The  increase  in  net  sales  from  network  marketing  activities  to
$11,384,000  in the second  quarter of 1997 was primarily due to a 36% growth in
net sales in the United States to $10,042,000 as compared to $7,395,000 in 1996.
The  distributor  sales force in the United States grew due to an increase of 8%
in new sign-ups.  Distributor  retention  remained strong as 48% of the required
distributors  renewed  their   distributorships  in  the  second  quarter  1997.
Distributors are required to renew their  distributorship  each year by paying a
$20 renewal fee. The number of product  orders in second  quarter 1997 increased
by 57% over 1996 levels.  Net sales in Canada in second  quarter 1997  increased
39% over 1996 to $357,000.  Net sales in Australia and New Zealand decreased 14%
during this period to $898,000.  The Company is currently  searching for a sales
manager for the  Australia  and New Zealand  operations.  These  operations  are
currently operating without a sales manager.

         Cost of network  marketing  products sold as a percentage of net sales,
improved to 16.9% for the second quarter of 1997,  from 20.1% in the same period
of 1996.  The  improvement  in gross  margins is a result of lower raw  material
costs,  improved  manufacturing  controls and  utilization of the  manufacturing
facility by providing contract packaging services.

         Distributor  royalties  and  commissions  increased to 37.8% of network
marketing  sales in the second  quarter of 1997,  compared to 35.0% for the same
period in 1996. These expenses are

                                        3

<PAGE>



governed by the distributor  agreements and are directly related to the level of
sales. The Company pays a percent of sales up to 18% in royalties and as much as
45% in commissions.  In addition,  the Company paid royalties and as much as 45%
in commissions.  In addition, the Company paid royalties of $253,000 through the
Ambassador  Program,  an incentive  program that rewards  distributors  who have
reached and  personally  assisted  qualified  distributors  to reach a specified
level of  compensation.  The  Ambassador  Program  paid  $109,000  in the second
quarter 1996.

         Selling,  general and administrative  expenses,  as a percentage of net
sales, decreased to 35.4% for the second quarter of 1997, from 36.8% in the same
period in 1996. In the second  quarter  1997,  the Company  increased  sales and
marketing  activities  to  support  the plans for sales  development.  Sales and
marketing related expenses  increased  $255,000 over 1996 levels, to $1,565,000.
Overall,  selling,  general and administrative expenses decreased as a result of
the  increase in net sales and the  Company's  ability to operate  with  limited
increases in operational costs.

         Forward looking  statements made in this filing involve  material risks
and  uncertainties  that  could  cause  actual  results  and  events  to  differ
materially from those set forth, or implied,  including the Company's ability to
continue to attract,  maintain  and motivate  its  distributors,  changes in the
regulatory  environment  affecting network marketing sales and sales of food and
dietary supplements and other risks and uncertainties in the Company's other SEC
filings.


Part II.  OTHER INFORMATION

     Item 1.       Legal Proceedings
                   -----------------

         On May 21, 1997,  Timothy Tobin,  a former  director and officer of the
Company,   filed  a  Demand  for  Arbitration  with  the  American   Arbitration
Association  in St. Louis,  Missouri.  The Demand  claimed  damages in excess of
$750,000  resulting  from  alleged  misrepresentations  made by the  Company  in
connection with a Stock Purchase Agreement and Consulting Agreement entered into
with Mr. Tobin in October 1992. The Company has filed an Answer and Counterclaim
denying  Mr.  Tobin's  allegations  and  claiming  damages in excess of $150,000
resulting from Mr.  Tobin's  breach of warranties  contained in the October 1992
agreements.  The Company  intends to vigorously  defend Mr. Tobin's claim and to
actively pursue its counterclaim.


     Item 2.       Changes in Securities
                   ---------------------

     Not applicable.


     Item 3.       Defaults Upon Senior Securities
                   -------------------------------

     Not applicable.




                                        4
<PAGE>



     Item 4.       Submission of Matters to a Vote of Security Holders
                   ---------------------------------------------------

     The Company's  annual meeting of shareholders  was held on May 28, 1997. At
     such meeting, the Company's then Board of Directors was re-elected.


     Item 5.       Other Information
                   -----------------

     Not applicable.


     Item 6.       Exhibits and Reports on Form 8-K
                   --------------------------------

                   (a)     Exhibits*

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

                           Statement Re: Computation of Per Share
                           Earnings                                         11

                   (b)     The Company has not filed a Current Report during the
                           quarter covered by this report.

         *     Also  incorporated by reference the Exhibits filed as part of the
               S-18 Registration Statement of the Registrant, effective November
               5, 1985, and subsequent periodic filings.


                                        5

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  registrant  has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.

         Dated:  August 12, 1997             RELIV' INTERNATIONAL, INC.


                                             By: /s/ Robert L. Montgomery
                                                -------------------------
                                                Robert L. Montgomery, President,
                                                Chief Executive Officer and
                                                Principal Financial Officer






























                                        6

<PAGE>


Reliv' International, Inc. and Subsidiaries

Consolidated Balance Sheets


                                              June 30, 1997   December 31, 1996
                                               (Unaudited)        (See Note)
                                              -------------   -----------------
   
Assets

Current Assets:
 Cash and cash equivalents                      $ 2,563,252         $ 2,108,770
 Accounts and notes receivable, 
  less allowances of $11,000 in 1997
  and $13,000 in 1996                               725,681           1,056,360
 Inventories
     Finished goods                               1,885,876           1,219,295
     Raw materials                                  887,017           1,136,897
     Sales aids and promotional materials           438,406             405,768
                                              -------------       -------------
 Total inventories                                3,211,299           2,761,960

 Refundable income taxes                            275,500              48,949
 Prepaid expenses and other current assets          459,207             512,031
 Deferred income taxes                               63,536              65,000
                                              -------------       -------------
 
Total current assets                              7,298,475           6,553,070

Deferred costs                                       45,156              79,223

Property,  plant and  equipment: 
   Land                                             790,677             790,677 
   Building                                       2,854,937           2,863,457
   Machinery &  equipment                         1,763,844           1,693,849
   Office equipment                                 342,137             328,780 
   Computer equipment & software                  1,402,752           1,245,137 
   Construction in progress                         406,991              74,423
                                              -------------       -------------
                                                  7,561,338           6,996,323
Less: Accumulated depreciation                   (2,505,533)         (2,226,951)
                                              -------------       ------------- 
   Net Property, plant and equipment              5,055,805           4,769,372
                                              -------------       -------------

Total Assets                                    $12,399,436         $11,401,665
                                              =============       =============


Note:  The balance  sheet at December 31, 1996 has been derived from the audited
consolidated  financial statements at that date, but does not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete statements.


See notes to consolidated financial statements.
<PAGE>

Reliv' International, Inc. and Subsidiaries

Consolidated Balance Sheets


                                              June 30, 1997   December 31, 1996
                                               (Unaudited)        (See Note)
                                              -------------   -----------------
                 
Liabilities and Stockholders' Equity

Current Liabilities:
 Accounts payable and accrued expenses
   Trade accounts payable                       $ 1,739,688        $  1,688,777
   Distributors commissions payable               1,387,885           1,064,023
   Sales taxes payable                              210,528             225,509
   Interest expense payable                          16,645              13,625
   Payroll and payroll taxes payable                239,381             391,905
   Other accrued expenses                            99,611             112,219
                                              -------------       -------------
 Total accounts payable and accrued expenses      3,693,738           3,496,058


 Income taxes payable                                36,208              65,102
 Notes payable - short term                         200,000                   0
 Current maturities of long-term debt and                                      
   capital lease obligations                        301,155             282,502
 Unearned income                                      5,824              22,602
                                              -------------       -------------

Total current liabilities                         4,236,925           3,866,264

Capital lease obligations, 
  less current maturities                            58,569              13,211
Long-term debt, less current maturities           1,346,432           1,464,868


Stockholders' equity:
 Common stock, no par value;
   20,000,000 shares  authorized; 
   9,823,635  shares outstanding
   as of 6/30/97 and 9,900,529 shares 
   outstanding as of 12/31/96                     9,221,513           9,211,826
 Notes receivable-officers and directors             (4,633)             (4,633)
 Retained earnings                               (1,684,886)         (2,516,181)
 Foreign currency translation adjustment            (66,824)             10,970
 Less cost of treasury stock- 
   261,780 shares as of 6/30/97 and
   250,580 shares as of 12/31/96                   (707,660)           (644,660)
                                              -------------       -------------

Total Stockholders' Equity                        6,757,510           6,057,322
                                              -------------       -------------

Total Liabilities and Stockholders' Equity      $12,399,436         $11,401,665
                                              =============       =============


See notes to consolidated financial statements.
<PAGE>



Reliv' International, Inc. and Subsidiaries

Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                        Quarter Ended June 30,       Year to Date June 30,
                                                         1997           1996           1997          1996 
                                                      (Unaudited)   (Unaudited)    (Unaudited)   (Unaudited)
                                                      -----------   -----------    -----------   -----------
       
<S>                                                   <C>           <C>            <C>           <C>        
Sales at Suggested Retail                             $17,854,584   $14,762,451    $36,926,934   $28,831,772
 Less Distributor allowances on product purchases       6,083,537     5,314,139     12,485,736    10,079,911
                                                      -----------   -----------    -----------   -----------
Net Sales                                              11,771,047     9,448,312     24,441,198    18,751,861

Costs and expenses:
 Cost of products sold                                  2,336,675     2,415,506      4,868,920     4,983,017
 Distributor royalties and commissions                  4,305,055     3,078,274      8,714,204     6,086,389
 Selling, general and administrative                    4,167,991     3,476,272      8,548,434     6,728,034
                                                      -----------   -----------    -----------   -----------
Total Costs and Expenses                               10,809,721     8,970,052     22,131,558    17,797,440
                                                      -----------   -----------    -----------   -----------

Income from operations                                    961,326       478,260      2,309,640       954,421

Other income (expense):
 Interest income                                           29,881        36,987         58,316        65,428
 Interest expense                                         (42,907)      (46,904)       (80,923)     (118,010)
 Other income/expense                                      15,607         8,389         27,080        12,409
                                                      -----------   -----------    -----------   -----------

Income before income taxes                                963,907       476,732      2,314,113       914,248
Provision for income taxes                                369,084       174,793        900,443       334,709
                                                      -----------   -----------    -----------   -----------

Net Income                                            $   594,823   $   301,939    $ 1,413,670   $   579,539
                                                      ===========   ===========    ===========   ===========

Earnings per common and common equivalent share       $      0.06   $      0.03    $      0.14   $      0.06
                                                      ===========   ===========    ===========   ===========

Weighted average shares of common stock
and common stock equivalents outstanding               10,423,176    10,335,241     10,423,176    10,335,241
                                                      ===========   ===========    ===========   ===========

</TABLE>


See notes to consolidated financial statements.
<PAGE>




Reliv' International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                     Six Months Ended June 30
                                                                        1997         1996 
                                                                    (Unaudited)   (Unaudited)
                                                                    -----------   -----------
  
<S>                                                                 <C>           <C>        
Operating activities:
Net Income                                                          $ 1,413,670   $   579,539
Adjustments to reconcile net income to net cash 
 provided by (used in) operating activities:
   Depreciation and amortization                                        291,372       303,172
   Provision for losses on accounts receivable                                0         7,000
   Foreign currency translation (gain) loss                               9,521        (9,069)
   (Increase) decrease in accounts and notes receivable                 329,367        30,184
   (Increase) decrease in inventories                                  (475,124)     (270,717)
   (Increase) decrease in refundable income taxes                      (228,504)            0
   (Increase) decrease in prepaid expenses and other
     current assets                                                      50,866      (307,195)
   (Increase) decrease in deferred costs                                 29,217        34,892
   Increase (decrease) in accounts payable and
     accrued expenses                                                   221,434       (15,958)
   Increase (decrease) in income taxes payable                          (26,222)      191,275
   Increase (decrease) in unearned income                               (16,773)       54,539
                                                                    -----------   -----------
Net cash provided by (used in) operating
 actitivies                                                           1,598,824       597,662

Investing Activities:
Purchase of property, plant and equipment                              (485,716)     (499,412)
                                                                    -----------   -----------
Net cash provided by (used in) investing activities                    (485,716)     (499,412)

Financing activities:
Increase in short-term borrowings                                       200,000       100,000 
Proceeds from long-term debt                                                  0       763,887 
Principal payments on long-term borrowings and line                                  
 of credit                                                             (108,292)      (68,219)
Principal payments under capital lease obligations                      (38,656)      (31,959)
Dividends paid                                                         (290,368)      (46,688)
Purchase of treasury stock                                             (342,316)     (725,281)
                                                                    -----------   -----------
Net cash provided by (used in) financing activities                    (579,632)       (8,260)
Effect of exchange rate changes on cash and
 cash equivalents                                                       (78,994)       67,210
                                                                    -----------   -----------
Increase (decrease) in cash and cash equivalents                        454,482       157,200
Cash and cash equivalents at beginning of period                      2,108,770     1,507,176
                                                                    -----------   -----------
Cash and cash equivalents at end of period                          $ 2,563,252   $ 1,664,376
                                                                    ===========   ===========

</TABLE>


 See notes to consolidated financial statements.
<PAGE>


Reliv' International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

June 30, 1997

Note 1 -- Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the six-month  period ended June 30, 1997
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 1997.  For further  information,  refer to the  consolidated
financial  statements and footnotes  thereto included in the Registrant  Company
and  Subsidiaries'  annual  report on Form 10-K for the year ended  December 31,
1996.


Note 2 -- Stock Dividend

         On January 31, 1997,  the Company  declared a 10 percent stock dividend
on the  Company's  common  stock which was  distributed  on February 28, 1997 to
shareholders of record on February 14, 1997. The dividend was  transferred  from
retained  earnings to common stock in the amount of $5,848,000,  which was based
on the  closing  price  of  $6.50  per  share  on the  declaration  date and was
reflected  in  the  balance  sheet  as of  December  31,  1996.  Average  shares
outstanding and all per share amounts included in the accompanying  consolidated
financial  statements  and  notes are  based on the  increased  number of shares
giving retroactive recognition to the stock dividend.

Note 3 -- Commitments

         The Company  began a expansion to its facility on land the Company owns
adjacent to its existing  building in Chesterfield,  Missouri.  The construction
agreement  of May  9,  1997  includes  expanding  the  office,  warehousing  and
manufacturing areas by adding  approximately  90,000 square feet of space to its
facility. The expansion project is anticipated to cost $5 to $6 million and will
be financed with cash generated through operations and bank debt.

Note 4 -- Legal Proceedings

         On May 21, 1997,  Timothy Tobin,  a former  director and officer of the
Company,   filed  a  Demand  for  Arbitration  with  the  American   Arbitration
Association  in St. Louis,  Missouri.  The Demand  claimed  damages in excess of
$750,000  resulting  from  alleged  misrepresentations  made by the  Company  in
connection with a Stock Purchase Agreement and Consulting Agreement entered into
with Mr. Tobin in October 1992. The Company has filed an Answer and Counterclaim
denying  Mr.  Tobin's  allegations  and  claiming  damages in excess of $150,000
resulting from Mr.  Tobin's  breach of warranties  contained in the October 1992
agreements.  The Company  intends to vigorously  defend Mr. Tobin's claim and to
actively pursue its counterclaim.