*Table
        of Contents*







**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**____________**





**FORM
      10-Q**





**(Mark
      One)**


x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****For
                the quarterly period ended March 31, 2008****OR**o
            **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**


**1-11768**


**RELIV’
      INTERNATIONAL, INC.**


(Exact
      name of Registrant as specified in its charter)





Delaware
            
            371172197(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification Number)incorporation
                or organization)136
                Chesterfield Industrial BoulevardChesterfield,
                Missouri
            
            63005(Address
                of principal executive offices)
            
            (Zip
                Code)





(636)
      537-9715


(Registrant’s
      telephone number, including area code)







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 the past
      90 days.  Yes þ No o




Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
      (Check one):





Large
      accelerated filer o Accelerated
      filer þ Non-accelerated
      filer o




Indicate
      by check mark whether the Registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act).  Yes o No þ





The
      number of shares outstanding of the Registrant’s common stock as of April 30,
      2008 was 15,873,754 (excluding treasury shares).












*Table
        of Contents*




**INDEX**




PART
                I - FINANCIAL INFORMATIONItem
                No. 1
            Financial
                Statements (Unaudited)
            1Item
                No. 2
            Management’s
                Discussion and Analysis of Financial Condition
                and Results of Operations
            7Item
                No. 3
            Quantitative
                and Qualitative Disclosures Regarding Market
                Risk
            12Item
                No. 4
            Controls
                and Procedures
            13PART
                II - OTHER INFORMATIONItem
                No. 1A
            Risk
                Factors
            13Item
                No. 2
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            14Item
                No. 6
            Exhibits
            14






*Table
          of Contents*




**PART
                  I -- FINANCIAL INFORMATION****Item
                  No. 1 - Financial
                  Statements**
  Reliv
                  International, Inc. and SubsidiariesConsolidated
                  Balance SheetsMarch
                  31
              
              December
                  312008
              
              2007(unaudited)AssetsCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              13,666,929
              
              $
              11,694,699Short-term
                  investments
              
              
              1,521,111
              
              
              398,592Accounts
                  and notes receivable, less allowances of$8,400
                  in 2008 and $8,300 in 2007
              
              
              568,010
              
              
              811,634Accounts
                  due from employees and distributors
              
              
              231,532
              
              
              204,705InventoriesFinished
                  goods
              
              
              3,541,178
              
              
              3,290,114Raw
                  materials
              
              
              1,775,170
              
              
              1,630,976Sales
                  aids and promotional materials
              
              
              1,133,070
              
              
              1,258,148Total
                  inventories
              
              
              6,449,418
              
              
              6,179,238Refundable
                  income taxes
              
              
              —
              
              
              362,330Prepaid
                  expenses and other current assets
              
              
              820,855
              
              
              862,172Deferred
                  income taxes
              
              
              557,430
              
              
              574,430Total
                  current assets
              
              
              23,815,285
              
              
              21,087,800Other
                  assets
              
              
              3,032,594
              
              
              2,999,903Accounts
                  due from employees and distributors
              
              
              276,123
              
              
              319,883Property,
                  plant and equipment:Land
              
              
              829,222
              
              
              829,222Building
              
              
              9,720,987
              
              
              9,817,692Machinery
                  & equipment
              
              
              3,685,104
              
              
              3,673,515Office
                  equipment
              
              
              1,463,662
              
              
              1,525,905Computer
                  equipment & software
              
              
              2,653,957
              
              
              2,665,61018,352,932
              
              
              18,511,944Less:
                  Accumulated depreciation
              
              
              9,272,044
              
              
              9,312,759Net
                  property, plant and equipment
              
              
              9,080,888
              
              
              9,199,185Total
                  assets
              
              $
              36,204,890
              
              $
              33,606,771See
                  notes to financial statements.




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          1
          -
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          of Contents*




Reliv
                  International, Inc. and SubsidiariesConsolidated
                  Balance SheetsMarch
                  31
              
              December
                  312008
              
              2007(unaudited)Liabilities
                  and stockholders' equityCurrent
                  liabilities:Accounts
                  payable and accrued expenses:Trade
                  accounts payable and other accrued expenses
              
              $
              4,431,789
              
              $
              4,288,481Distributors
                  commissions payable
              
              
              3,439,772
              
              
              3,285,270Sales
                  taxes payable
              
              
              328,116
              
              
              390,585Payroll
                  and payroll taxes payable
              
              
              770,341
              
              
              499,921Total
                  accounts payable and accrued expenses
              
              
              8,970,018
              
              
              8,464,257Income
                  taxes payable
              
              
              675,454
              
              
              110,000Total
                  current liabilities
              
              
              9,645,472
              
              
              8,574,257Other
                  noncurrent liabilities
              
              
              1,134,526
              
              
              1,227,313Stockholders'
                  equity:Preferred
                  stock, par value $.001 per share; 3,000,000shares
                  authorized; -0- shares issued and outstandingin
                  2008 and 2007
              
              
              —
              
              
              —Common
                  stock, par value $.001 per share; 30,000,000authorized;
                  15,877,179 shares issued and 15,873,754shares
                  outstanding as of 3/31/2008 and 12/31/2007
              
              
              15,877
              
              
              15,877Additional
                  paid-in capital
              
              
              33,160,005
              
              
              33,100,351Accumulated
                  deficit
              
              
              (7,343,295
              )
              
              (8,869,332
              )Accumulated
                  other comprehensive loss:Foreign
                  currency translation adjustment
              
              
              (385,179
              )
              
              (419,179
              )Treasury
                  stock
              
              
              (22,516
              )
              
              (22,516
              )Total
                  stockholders' equity
              
              
              25,424,892
              
              
              23,805,201Total
                  liabilities and stockholders' equity
              
              $
              36,204,890
              
              $
              33,606,771See
                  notes to financial statements.






-
          2
          -
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          of Contents*




Reliv
                  International, Inc. and SubsidiariesConsolidated
                  Statements of Income(unaudited)Three
                  months ended March 312008
              
              2007Product
                  sales
              
              $
              25,197,178
              
              $
              31,397,966Handling
                  & freight income
              
              
              3,074,208
              
              
              3,565,679Net
                  sales
              
              
              28,271,386
              
              
              34,963,645Costs
                  and expenses:Cost
                  of products sold
              
              
              4,834,526
              
              
              6,061,392Distributor
                  royalties and commissions
              
              
              11,122,372
              
              
              13,928,563Selling,
                  general and administrative
              
              
              9,931,799
              
              
              11,029,850Total
                  costs and expenses
              
              
              25,888,697
              
              
              31,019,805Income
                  from operations
              
              
              2,382,689
              
              
              3,943,840Other
                  income (expense):Interest
                  income
              
              
              134,873
              
              
              212,602Interest
                  expense
              
              
              (413
              )
              
              (126
              )Other
                  income (expense)
              
              
              (35,112
              )
              
              96,933Income
                  before income taxes
              
              
              2,482,037
              
              
              4,253,249Provision
                  for income taxes
              
              
              956,000
              
              
              1,633,000Net
                  income
              
              $
              1,526,037
              
              $
              2,620,249Earnings
                  per common share - Basic
              
              $
              0.10
              
              $
              0.16Weighted
                  average shares
              
              
              15,874,000
              
              
              16,431,000Earnings
                  per common share - Diluted
              
              $
              0.10
              
              $
              0.16Weighted
                  average shares
              
              
              15,874,000
              
              
              16,580,000Cash
                  dividends declared per common share
              
              $
              —
              
              $
              —See
                  notes to financial statements.




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          3
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Reliv
                  International, Inc. and SubsidiariesConsolidated
                  Statements of Cash Flows(unaudited)Three
                  months ended March 312008
              
              2007Operating
                  activities:Net
                  income
              
              $
              1,526,037
              
              $
              2,620,249Adjustments
                  to reconcile net income tonet
                  cash provided by operating activities:Depreciation
                  and amortization
              
              
              264,052
              
              
              248,760Stock-based
                  compensation
              
              
              59,655
              
              
              20,006Deferred
                  income taxes
              
              
              (20,000
              )
              
              97,000Foreign
                  currency transaction (gain)/loss
              
              
              (17,928
              )
              
              (35,525
              )(Increase)
                  decrease in accounts and notes receivable
              
              
              272,560
              
              
              (288,514
              )(Increase)
                  decrease in inventories
              
              
              (232,909
              )
              
              (338,981
              )(Increase)
                  decrease in refundable income taxes
              
              
              362,330
              
              
              279,096(Increase)
                  decrease in prepaid expensesand
                  other current assets
              
              
              46,308
              
              
              (493,676
              )(Increase)
                  decrease in other assets
              
              
              (4,793
              )
              
              (320,424
              )Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              390,387
              
              
              2,415,931Increase
                  (decrease) in income taxes payable
              
              
              566,196
              
              
              1,062,405Net
                  cash provided by operating activities
              
              
              3,211,895
              
              
              5,266,327Investing
                  activities:Proceeds
                  from the sale of property, plant and equipment
              
              
              6,510
              
              
              1,192Purchase
                  of property, plant and equipment
              
              
              (135,186
              )
              
              (97,087
              )Purchase
                  of investments
              
              
              (1,521,111
              )
              
              (1,000,000
              )Proceeds
                  from sales or maturities of investments, at cost
              
              
              398,592
              
              
              —Net
                  cash used in investing activities
              
              
              (1,251,195
              )
              
              (1,095,895
              )Financing
                  activities:Proceeds
                  from options and warrants exercised
              
              
              —
              
              
              46,465Purchase
                  of stock for treasury
              
              
              —
              
              
              (3,350,986
              )Net
                  cash used in financing activities
              
              
              —
              
              
              (3,304,521
              )Effect
                  of exchange rate changes on cash and cash equivalents
              
              
              11,530
              
              
              30,050Increase
                  in cash and cash equivalents
              
              
              1,972,230
              
              
              895,961Cash
                  and cash equivalents at beginning of period
              
              
              11,694,699
              
              
              9,332,810Cash
                  and cash equivalents at end of period
              
              $
              13,666,929
              
              $
              10,228,771See
                  notes to financial statements




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          of Contents*






Reliv
      International, Inc. and Subsidiaries


Notes
          to
          Consolidated Financial Statements
 (Unaudited)
 
 March
          31,
          2008
 
 **Note
                  1--**
                **Accounting
                    Policies**
 *Basis
          of Presentation*
 
 The
          accompanying unaudited consolidated financial statements and notes thereto
          have
          been prepared in accordance with the instructions to Form 10-Q and reflect
          all
          adjustments which management believes necessary (which primarily include
          normal
          recurring accruals) to present fairly the financial position, results of
          operations and cash flows.  These statements, however, do not include all
          information and footnotes necessary for a complete presentation of financal
          position, results of operations and cash flows in conformity with accounting
          principles generally accepted in the United States. Interim results may not
          necessarily be indicative of results that may be expected for any other
          interim
          period or for the year as a whole. These financial statements should be
          read in conjunction with the audited consolidated financial statements
          and
          footnotes included in the annual report on Form 10-K for the year ended
          December
          31, 2007, filed March 14, 2008 with the Securities and Exchange Commission.
          The
          accounting policies used in preparing these financial statements are the
          same as
          those applied in the prior year, except that the Company adopted a new
          financial
          accounting standard at the beginning of its 2008 fiscal year concerning
          fair
          value measurements which is discussed in Note 4. This new standard was
          adopted
          prospectively and comparative periods were not restated.
 
 **Note
                  2--**
                **Comprehensive
                    Income**
 
 Total
          comprehensive income was $1,560,037 and $2,626,286 for the three months
          ended
          March 31, 2008 and March 31, 2007, respectively. The Company's only component
          of
          other comprehensive income is the foreign currency translation adjustment.
 
 **Note
                  3--**
                **Basic
                    and Diluted Earnings per
                    Share**
 
 Basic
          earnings per common share are computed using the weighted average number
          of
          common shares outstanding during the period. Diluted earnings per share
          are
          computed using the weighted average number of common shares and potential
          dilutive common shares that were outstanding during the period. Potential
          dilutive common shares consist of outstanding stock options, outstanding
          stock
          warrants, and convertible preferred stock.
 
 The
          following table sets forth the computation of basic and diluted earnings
          per
          share:
  Three
                      months ended March 312008
                  
                  2007Numerator:Net
                      income
                  
                  $
                  1,526,037
                  
                  $
                  2,620,249Denominator:Denominator
                      for basic earnings pershare--weighted
                      average shares
                  
                  
                  15,874,000
                  
                  
                  16,431,000Dilutive
                      effect of employee stock optionsand
                      other warrants
                  
                  
                  —
                  
                  
                  149,000Denominator
                      for diluted earnings pershare--adjusted
                      weighted average shares
                  
                  
                  15,874,000
                  
                  
                  16,580,000Basic
                      earnings per share
                  
                  $
                  0.10
                  
                  $
                  0.16Diluted
                      earnings per share
                  
                  $
                  0.10
                  
                  $
                  0.16
 Options
          and warrants to purchase 805,224 shares of common stock for the three months
          ended March 31, 2008 were not included in the denominator for diluted earnings
          per share because their effect would be antidilutive. Warrants to purchase
          25,303 of common stock for the three months ended March 31, 2007 were not
          included in the denominator for diluted earnings per share because their
          effect
          would be antidilutive.
  -
              5
              -
 *Table
              of Contents*
 
 **Note
                  4--**
                **Adoption
                    of New Accounting Standards -- Fair Value**
 
 Effective
          January 1, 2008, the Company adopted the provisions of Statement of Financial
          Accounting Standards (SFAS) No. 157, “Fair Value Measurements,” which defines
          fair value, establishes a framework for fair value and expands disclosures
          about
          fair value measurements required under other accounting pronouncements.
          SFAS No.
          157 clarifies that fair value is an exit price, representing the amount
          that
          would be received to sell an asset or paid to transfer a liability in an
          orderly
          transaction between market participants. SFAS No. 157 also requires that
          a fair
          value measurement reflect the assumptions market participants would use
          in
          pricing an asset or liability based on the best information available.
          Assumptions include the risks inherent in a particular valuation technique
          (such
          as a pricing model) and/or the risks inherent in the inputs to the model.
          In
          February 2008, the Financial Accounting Standards Board ("FASB") issued
          Staff
          Position No. 157-2 that delays the effective date of SFAS No. 157 for
          non-financial assets and non-financial liabilities, except for items that
          are
          recognized or disclosed at fair value in the financial statements on a
          recurring
          basis (at least annually).
 
 The
          adoption of SFAS No. 157 on our assets and liabilities did not have a
          significant impact on the Company’s financial statements. Assets or liabilities
          that have recurring fair value measurements are shown below as of March
          31,
          2008:
  Using
                      Quoted
                  
                  Using
                      SignificantTotal
                  
                  Prices
                      in
                  
                  Other
                      ObservableCarrying
                  
                  Active
                      Markets
                  
                  InputsDescription
                  
                  Value
                  
                  (Level
                      1)
                  
                  (Level
                      2)Certificates
                      of deposits(1)
                  
                  $
                  4,482,856
                  
                  $
                  4,482,856
                  
                  $
                  —Marketable
                      securities(2)
                  
                  
                  921,749
                  
                  
                  921,749
                  
                  
                  —Derivatives(3)
                  
                  
                  12,813
                  
                  
                  —
                  
                  
                  12,813$
                  5,417,418
                  
                  $
                  5,404,605
                  
                  $
                  12,813
 
 (1)
                Representing
                    certificates of deposits recorded in cash, cash equivalents,
                    and short
                    term investments.
 (2)
                Representing
                    assets of the Company's Supplemental Executive Retirement Plan
                    (trading
                    securities). Presented within Other Assets in the consolidated
                    balance
                    sheets.
 (3)
                Representing
                    recorded asset of forward currency contracts and is presented
                    within
                    Prepaid Expenses and Other Current Assets in the consolidated
                    balance
                    sheets. The fair values of derivatives are determined either
                    through
                    quoted market prices in active markets for exchange traded derivatives
                    or
                    through pricing from brokers who develop values based on inputs
                    observable
                    in active markets such as interest rates and currency
                    volatilities.
  The
          carrying value of other financial instruments, including cash, accounts
          receivable and accounts payable, and accrued liabilities approximate fair
          value
          due to their short maturities or variable-rate nature of the respective
          balances.
 
 In
          February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
          Financial Assets and Financial Liabilities, Including an Amendment of FASB
          Statement No. 115.” SFAS No. 159 allows an entity the irrevocable option to
          elect fair value for the initial and subsequent measurement of certain
          financial
          assets and liabilities under an instrument-by-instrument election. Under
          SFAS
          No. 159, subsequent measurements for the financial assets and liabilities
          an
          entity elects to measure at fair value will be recognized in its results
          of
          operations. SFAS No. 159 also establishes additional disclosure requirements.
          The Company adopted SFAS No. 159 on January 1, 2008 and did not elect to
          measure
          any additional assets or liabilities at fair value.
  **Note
                  5--**
                **Recent
                    Accounting Standards Pending
                    Adoption**
  In
          March
          2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
          and Hedging Activities." SFAS No. 161 requires companies with derivative
          instruments to disclose information that should enable financial statement
          users
          to understand how and why a company uses derivative instruments, how derivative
          instruments and related hedged items are accounted for under SFAS No. 133
          “Accounting for Derivative Instruments and Hedging Activities”, and how
          derivative instruments and related hedged items affect a company’s financial
          position, financial performance, and cash flows. SFAS No. 161 is effective
          for
          financial statements issued for fiscal years beginning after November 15,
          2008.
          The Company is currently evaluating the impact of SFAS No. 161 and has
          not yet
          determined the impact on its financial statements.






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          of Contents*




**FORWARD-LOOKING
      STATEMENTS**




This
      quarterly report includes both historical and “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
      amended. We have based these forward-looking statements on our current
      expectations and projections about future results. Words such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “continue,” or similar words are intended to
      identify forward-looking statements, although not all forward-looking statements
      contain these words. Although we believe that our opinions and expectations
      reflected in the forward-looking statements are reasonable, we cannot guarantee
      future results, levels of activity, performance or achievements, and our actual
      results may differ substantially from the views and expectations set forth
      in
      this quarterly report on Form 10-Q. We disclaim any intent or obligation to
      update any forward-looking statements after the date of this quarterly report
      to
      conform such statements to actual results or to changes in our opinions or
      expectations. These forward-looking statements are affected by risks,
      uncertainties and assumptions that we make, including, among other things,
      the
      factors that are described in “Item No. 1A - Risk Factors” in our 2007 Annual
      Report on Form 10-K filed with the Securities and Exchange Commission on March
      14, 2008, as the same may be updated or amended in our quarterly reports on
      Form
      10-Q.




**Item
      No. 2 - Management’s Discussion and Analysis of
      Financial****Condition
      and Results of Operations**





*The
      following discussion and analysis of our financial condition and results of
      operations should be read in conjunction with our financial statements and
      related notes included elsewhere in this Quarterly Report on Form 10-Q. The
      following discussion and analysis discusses the financial condition and results
      of our operations on a consolidated basis, unless otherwise indicated.*





**Overview**





We
      are a
      developer, manufacturer and marketer of a proprietary line of nutritional
      supplements addressing basic nutrition, specific wellness needs, weight
      management and sports nutrition. We also offer a line of skin care products.
      We
      sell our products through an international network marketing system using
      independent distributors. Sales in the United States represented approximately
      87.3% of worldwide net sales for the three months ended March 31, 2008 and
      91.2%
      of worldwide net sales for the three months ended March 31, 2007. Our
      international operations currently generate sales through distributor networks
      in Australia, Canada, Germany, Ireland, Malaysia, Mexico, New Zealand, the
      Philippines, Singapore and the United Kingdom. We also operate on a limited
      basis in Austria and the Netherlands from our German office.





We
      derive
      our revenues principally through product sales made by our global independent
      distributor base, which, as of March 31, 2008, consisted of approximately 69,700
      distributors. Our sales can be affected by several factors, including our
      ability to attract new distributors and retain our existing distributor base,
      our ability to properly train and motivate our distributor base and our ability
      to develop new products and successfully maintain our current product line.





All
      of
      our sales to distributors outside the United States are made in the
      respective local currency; therefore, our earnings and cash flows are subject
      to
      fluctuations due to changes in foreign currency rates as compared to the
      U.S. dollar. As a result, exchange rate fluctuations may have an effect on
      sales and gross margins. Accounting practices require that our results from
      operations be converted to U.S. dollars for reporting purposes.
      Consequently, our reported earnings may be significantly affected by
      fluctuations in currency exchange rates, generally increasing with a weaker
      U.S. dollar and decreasing with a strengthening U.S. dollar. Products
      manufactured by us for sale to our foreign subsidiaries are transacted in
      U.S. dollars. From time to time, we enter into foreign exchange forward
      contracts to mitigate our foreign currency exchange risk.





**Components
      of Net Sales and Expense**





Net
      sales
      are comprised of two components. Product sales represent the actual product
      purchase price typically paid by our distributors, after giving effect to
      distributor allowances, which range from 20% to 40% of suggested retail prices.
      Handling and freight income represents the amounts billed to distributors for
      shipping costs. We record net sales and the related commission expense when
      the
      merchandise is shipped.


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          of Contents*


Our
      primary expenses include cost of products sold, distributor royalties and
      commissions and selling, general and administrative expenses.





Cost
      of
      products sold primarily consists of expenses related to raw materials, labor,
      quality control and overhead directly associated with production of our products
      and sales materials, as well as shipping costs relating to the shipment of
      products to distributors, and duties and taxes associated with product exports.
      Cost of products sold is impacted by the cost of the ingredients used in our
      products and the cost of shipping the distributors’ orders, along with our
      efficiency in managing the production of our products.





Distributor
      royalties and commissions are monthly payments made to Master Affiliates and
      above, based on products sold by Master Affiliates and above sponsored by such
      Master Affiliates or higher-level distributors. “Master Affiliates and above”
are active distributors that have attained the highest level of discount on
      purchases of our products and are eligible for royalties from sales volume
      generated by Master Affiliates and above that they sponsor. Based on our
      distributor agreements, these expenses typically approximate 23% of sales at
      suggested retail. Also, we include other sales leadership bonuses, such as
      Ambassador bonuses, in this line item. We generally expect total distributor
      royalties and commissions to approximate 40% of our net sales. Distributor
      royalties and commissions are directly related to the level of our sales and,
      absent any changes in our distributor compensation plan, should continue at
      comparable levels as a percentage of net sales as in recent periods.





Selling,
      general and administrative expenses include the compensation and benefits paid
      to our employees, all other selling expenses, marketing, promotional expenses,
      travel and other corporate administrative expenses. These other corporate
      administrative expenses include professional fees, depreciation and
      amortization, occupancy costs, communication costs and other similar operating
      expenses. Selling, general and administrative expenses can be affected by a
      number of factors, including staffing levels and the cost of providing
      competitive salaries and benefits; the amount we decide to invest in distributor
      training and motivational initiatives; the cost of regulatory compliance, such
      as the costs incurred to comply with the various provisions of the
      Sarbanes-Oxley Act of 2002; and other administrative costs.





**Results
      of Operations**




The
      following table sets forth selected results of our operations expressed as
      a
      percentage of net sales for the three-month period ended March 31, 2008 and
      2007. Our results of operations for the periods described below are not
      necessarily indicative of results of operations for future periods.




**Three
                months ended**
              **March
                31,****2008**
            
            **2007**Net
                sales
            
            
            100.0
            %
            
            100.0
            %Costs
                and expenses:Cost
                of products sold
            
            
            17.1
            
            
            17.3Distributor
                royalties and commissions
            
            
            39.4
            
            
            39.8Selling,
                general and administrative
            
            
            35.1
            
            
            31.6Income
                from operations
            
            
            8.4
            
            
            11.3Interest
                expense
            
            
            (0.0
            )
            
            (0.0
            )Interest
                and other income
            
            
            0.4
            
            
            0.9Income
                before income taxes
            
            
            8.8
            
            
            12.2Provision
                for income taxes
            
            
            3.4
            
            
            4.7Net
                income
            
            
            5.4
            %
            
            7.5
            %





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          8
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 *Table
          of Contents*





*Net
      Sales.* Overall
      net sales decreased by 19.1% in the three months ended March 31, 2008 compared
      to the same period in 2007. During the first quarter of 2008, sales in the
      United States decreased by 22.6%, whereas our international sales increased
      by
      17.2% over the prior year period.




The
      following table summarizes net sales by geographic market ranked by the date
      we
      began operations in each market for the three months ended March 31, 2008 and
      2007.




**Three
                months ended March 31,****2008**
            
            
            **2007**
            
            
            **Change
                from prior year****Amount**
            
            
            **%
                of Net Sales**
            
            
            **Amount**
            
            
            **%
                of Net**
              **Sales**
            
            
            **Amount**
            
            
            **%****(dollars
                in thousands)**United
                States
            
            $
            24,685
            
            
            87.3
            %
            $
            31,904
            
            
            91.2
            %
            $
            (7,219
            )
            
            (22.6
            )%Australia/New
                Zealand
            
            
            747
            
            
            2.7
            
            
            653
            
            
            1.9
            
            
            94
            
            
            14.4Canada
            
            
            461
            
            
            1.6
            
            
            441
            
            
            1.3
            
            
            20
            
            
            4.5Mexico
            
            
            398
            
            
            1.4
            
            
            410
            
            
            1.2
            
            
            (12
            )
            
            (2.9
            )United
                Kingdom/Ireland
            
            
            287
            
            
            1.0
            
            
            287
            
            
            0.8
            
            
            —
            
            
            0.0Philippines
            
            
            814
            
            
            2.9
            
            
            628
            
            
            1.8
            
            
            186
            
            
            29.6Malaysia/Singapore
            
            
            642
            
            
            2.3
            
            
            330
            
            
            0.9
            
            
            312
            
            
            94.5Germany
            
            
            237
            
            
            0.8
            
            
            311
            
            
            0.9
            
            
            (74
            )
            
            (23.8
            )Consolidated
                total
            
            $
            28,271
            
            
            100.0
            %
            $
            34,964
            
            
            100.0
            %
            $
            (6,693
            )
            
            (19.1
            )%







The
      following table sets forth, as of March 31, 2008 and 2007, the number of our
      active distributors and Master Affiliates and above. The total number of active
      distributors includes Master Affiliates and above. We define an active
      distributor as one that enrolls as a distributor or renews his or her
      distributorship during the prior twelve months. Master Affiliates and above
      are
      distributors that have attained the highest level of discount and are eligible
      for royalties generated by Master Affiliates and above in their downline
      organization. Growth in the number of active distributors and Master Affiliates
      and above is a key factor in continuing the growth of our business.




**March
                31, 2008**
            
            **March
                31, 2007**
            
            **%
                Change****Active
                Distributors**
            
            **Master
                Affiliates and Above**
            
            **Active
                Distributors**
            
            **Master
                Affiliates and Above**
            
            **Active
                Distributors**
            
            **Master
                Affiliates and Above**United
                States
            
            55,970
            
            
            
            9,400
            
            
            
            56,320
            
            
            
            12,660
            
            
            
            (0.6
            )%
            
            
            (25.8
            )%Australia/New
                Zealand
            
            2,520
            
            
            
            210
            
            
            
            2,520
            
            
            
            270
            
            
            
            0.0
            
            
            
            (22.2
            )Canada
            
            1,180
            
            
            
            130
            
            
            
            1,170
            
            
            
            150
            
            
            
            0.9
            
            
            
            (13.3
            )Mexico
            
            1,490
            
            
            
            190
            
            
            
            1,170
            
            
            
            170
            
            
            
            27.4
            
            
            
            11.8United
                Kingdom/Ireland
            
            740
            
            
            
            80
            
            
            
            940
            
            
            
            130
            
            
            
            (21.3
            )
            
            
            (38.5
            )Philippines
            
            4,730
            
            
            
            380
            
            
            
            3,750
            
            
            
            270
            
            
            
            26.1
            
            
            
            40.7Malaysia/Singapore
            
            2,540
            
            
            
            340
            
            
            
            2,310
            
            
            
            260
            
            
            
            10.0
            
            
            
            30.8Germany
            
            540
            
            
            
            90
            
            
            
            510
            
            
            
            150
            
            
            
            5.9
            
            
            
            (40.0
            )Consolidated
                total
            
            69,710
            
            
            
            10,820
            
            
            
            68,690
            
            
            
            14,060
            
            
            
            1.5
            %
            
            
            (23.0
            )%




In
      the
      United States, net sales were down 22.6% in the first quarter of 2008 compared
      to the same period in 2007. In the first quarter of 2007, we recorded a record
      quarter of sales due largely to the rollout of Slimplicity®, a weight control
      product line we introduced in February 2007 in the United States. Approximately
      44 percent of the decline in U.S. sales was the result of the decline in sales
      of the Slimplicity product line. Also contributing to the sales decline was
      that
      fewer distributors qualified for the level of Master Affiliate during the first
      quarter of 2008, compared to the same period in 2007. In the first quarter
      of
      2008, approximately 1,215 distributors qualified as new Master Affiliates in
      the
      United States, compared to approximately 1,880 in the prior year quarter, a
      decline of 35%. Over the past year, we have emphasized the importance of
      bringing in new distributors at all levels, not just directly into the Master
      Affiliate level. We intend to continue our distributor growth strategy of
      bringing in new distributors at all levels. However, we will continue to focus
      on efforts to teach our newest distributors to build their business to the
      Master Affiliate level through training and other programs.


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          9
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          of Contents*




In
      the
      first quarter of 2008, new distributor enrollments in the United States were
      approximately 4,910 compared to 7,233 in the prior year quarter, a decrease
      of
      32.1%. Distributor retention was 61.3% for the first three months of 2008
      compared to a rate of 65.2% for all of 2007. The net number of active
      distributors in the United States as of March 31, 2008 decreased by 0.6% to
      55,970, compared to the number of active distributors as of March 31, 2007.
      Additionally, the net number of Master Affiliates and above as of March 31,
      2008
      decreased by 25.8%, as compared to the net number of Master Affiliates and
      above
      as of March 31, 2007. This is consistent with reduced number of distributors
      qualifying for the level of Master Affiliate, as discussed above.




During
      the three months ended March 31, 2008, net sales in our international operations
      improved in aggregate by 17.2% to $3.59 million compared to
      $3.06 million for the three months ended March 31, 2007. Foreign currency
      fluctuation had an impact on the foreign sales results, as the U.S. dollar
      weakened against all foreign currencies of the countries in which we conduct
      business when compared to the rates over the first three months of 2007. When
      net sales are converted using the 2007 exchange rate for both 2007 and 2008,
      international net sales improved 4.8% for the first three months of 2008
      compared to the first three months of the prior year. Sales results improved
      in
      our Australia/New Zealand, Malaysia/Singapore and Philippine markets, with
      sales
      increases in the first quarter of 2008 of 14.4%, 94.5% and 29.6%, respectively,
      compared to the same period in 2007.





Net
      sales
      in Australia/New Zealand increased by 14.4% in the first quarter of 2008
      compared to the same period in 2007; however, this increase in sales was
      entirely the result of the decline of the U.S. dollar versus the Australian
      and
      New Zealand dollars. When net sales are converted using the 2007 exchange rate
      for both 2007 and 2008, sales in this region remained relatively
      constant.





Net
      sales
      in Malaysia/Singapore increased by 94.5% in the first quarter of 2008 compared
      to the first quarter of 2007. Positive distributor growth is taking place in
      this region as new distributor enrollments were approximately 600 in the first
      quarter of 2008, compared to 250 in the prior year quarter. The active
      distributor and Master Affiliate totals as of March 31, 2008 were up 10.0%
      and
      30.8%, respectively, when compared to March 31, 2007.





Net
      sales
      in the Philippines increased by 29.6% in the first quarter of 2008 compared
      to
      the prior year quarter. New distributor enrollments were approximately 816
      in
      the first quarter of 2008, compared to 622 in the prior year quarter. The active
      distributor and Master Affiliate totals as of March 31, 2008 were up 26.1%
      and
      40.7%, respectively, when compared to March 31, 2007. In addition to the
      positive distributor growth across our Asian markets in general, we reduced
      the
      prices of our products by approximately 10% in the Philippines as of February
      1,
      2008. This was in response to the strong appreciation in the Philippine peso
      versus the U.S. dollar, especially over the past six months. When net sales
      are
      converted using the 2007 exchange rate for both 2007 and 2008, sales increased
      in this region by 9.4%.





*Cost
      of Products Sold.* Cost
      of
      products sold as a percentage of net sales was 17.1% for the three-month period
      ended March 31, 2008, compared to 17.3% for the same period in 2007. Gross
      margins improved in the first quarter of 2008 compared to the same period of
      2007 primarily due to the increase of freight charges on distributor orders
      effective January 1, 2008 and changes to the sales mix when compared to the
      prior year. The first quarter of 2007 had a much higher level of sales of
      Slimplicity, which carries a slightly lower gross margin than the rest of the
      product line.





*Distributor
      Royalties and Commissions.* Distributor
      royalties and commissions as a percentage of net sales were 39.4% for the
      three-month period ended March 31, 2008, compared to 39.8% for the same period
      in 2007. Due to the structure of our distributor compensation plan, we do not
      expect to experience significant fluctuations in distributor royalties and
      commissions as a percentage of net sales.





*Selling,
      General and Administrative Expenses.* For
      the
      three months ended March 31, 2008, selling, general and administrative, or
      SGA,
      expenses decreased by $1.1 million, compared to the same period in 2007. SGA
      expenses as a percentage of net sales were 35.1% for the three-month period
      ended March 31, 2008, compared to 31.6% for the same period of 2007.


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          10
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 *Table
          of Contents*


Sales
      and
      marketing expenses decreased by approximately $1.0 million in the first quarter
      of 2008, compared to the prior year quarter. The sales and marketing expenses
      in
      2007 included charges for bonus programs and incentive trips that are not being
      repeated in 2008. Decreases in other bonuses and expenses directly related
      to
      the level of sales also contributed to the decline.





Distribution
      and warehouse expenses decreased by $68,000 and general and administrative
      expenses decreased by approximately $16,000 in the first quarter of 2008,
      compared to the prior year quarter.




*Interest
      Income/Expense.* Interest
      income decreased to $135,000 for the three months ended March 31, 2008, compared
      to $213,000 for the same period in 2007. The decrease in income is the result
      of
      lower interest rates and a lower level of invested funds.





*Income
      Taxes.* We
      recorded income tax expense of $956,000 for the first three months of 2008,
      an
      effective rate of 38.5%. In the same period in 2007, we recorded income tax
      expense of $1.6 million, which represented an effective rate of 38.4%. The
      slight increase in the effective rate is the result of higher state income
      taxes
      on the overall effective rate.





*Net
      Income.* Our
      net
      income for the three months ended March 31, 2008 was $1.5 million
      ($0.10 per share basic and diluted), compared to $2.6 million
      ($0.16 per share basic and diluted) for the same period in 2007.
      Profitability decreased in the first quarter of 2008 as net sales decreased
      in
      the United States.





**Financial
      Condition, Liquidity and Capital Resources**





During
      the first three months of 2008, we generated $3.2 million of net cash from
      operating activities and, $1.3 million was used by investing activities. This
      compares to $5.3 million of net cash provided by operating activities, $1.1
      million used in investing activities, and $3.3 million used in financing
      activities in the same period of 2007. Cash and cash equivalents increased
      by
      $2.0 million to $13.7 million as of March 31, 2008 compared to
      December 31, 2007.





Significant
      changes in working capital items consisted of a decrease in accounts and notes
      receivable of $273,000, an increase in inventories of $233,000, an increase
      in
      accounts payable and accrued expenses of $390,000, a decrease in refundable
      income taxes of $362,000, and an increase in income taxes payable of $566,000
      in
      the first three months of 2008. Accounts and notes receivable decreased
      primarily due to the receipt of a refund due from our promotional trip
      management company. The increase in inventory is a result of lower than expected
      sales levels. The increase in accounts payable and accrued expenses is due
      to an
      increase in distributor commissions payable and other accrued payroll expenses.
      The decrease in refundable income taxes and the increase in income taxes payable
      is the result of our increase in net income compared to the fourth quarter
      of
      2007, coupled with the timing of estimated tax payments.





Investing
      activities during the first three months of 2008 consisted of $135,000 for
      capital expenditures, along with net purchases of $1.1 million of short-term
      investments.





Stockholders’
      equity increased to $25.4 million at March 31, 2008 compared with
      $23.8 million at December 31, 2007. The increase is primarily due to
      our net income during the first three months of 2008 of $1.5 million. Our
      working capital balance was $14.2 million at March 31, 2008 compared to
      $12.5 million at December 31, 2007. The current ratio was 2.5 as of
      March 31, 2008 and December 31, 2007.





We
      also
      have a $5 million secured revolving credit facility with our primary lender
      that we entered into in June 2006. This facility was renewed by the bank in
      March 2008 with an expiration of September 2008. Advances accrue interest at
      a
      variable interest rate based on LIBOR, and the credit facility is secured by
      all
      of our assets. The facility includes covenants to maintain total stockholders’
equity of not less than $10.5 million, and that the ratio of borrowings to
      EBITDA under the facility shall not exceed 3.5 to 1.0. At March 31, 2008,
      we had not utilized any of the revolving line of credit facility and were in
      compliance with the minimum stockholders’ equity covenant.


-
          11
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 *Table
          of Contents*


**Critical
      Accounting Policies**





A
      summary
      of our critical accounting policies and estimates is presented on pages 38-41
      of
      our 2007 Annual Report on Form 10-K filed with the Securities and Exchange
      Commission on March 14, 2008.





*Recent
      Accounting Pronouncements*





Effective
      January 1, 2008, we adopted the provisions of Statement of Financial Accounting
      Standards (SFAS) No. 157, “Fair Value Measurements,” which defines fair value,
      establishes a framework for fair value and expands disclosures about fair value
      measurements required under other accounting pronouncements. SFAS No. 157
      clarifies that fair value is an exit price, representing the amount that would
      be received to sell an asset or paid to transfer a liability in an orderly
      transaction between market participants. SFAS No. 157 also requires that a
      fair
      value measurement reflect the assumptions market participants would use in
      pricing an asset or liability based on the best information available.
      Assumptions include the risks inherent in a particular valuation technique
      (such
      as a pricing model) and/or the risks inherent in the inputs to the model. In
      February 2008, the Financial Accounting Standards Board ("FASB") issued Staff
      Position No. 157-2 that delays the effective date of SFAS No. 157 for
      non-financial assets and non-financial liabilities, except for items that are
      recognized or disclosed at fair value in the financial statements on a recurring
      basis (at least annually). The adoption of SFAS No. 157 on our assets and
      liabilities did not have a significant impact on our financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities, Including an Amendment of FASB
      Statement No. 115.” SFAS No. 159 allows an entity the irrevocable option to
      elect fair value for the initial and subsequent measurement of certain financial
      assets and liabilities under an instrument-by-instrument election. Under SFAS
      No. 159, subsequent measurements for the financial assets and liabilities an
      entity elects to measure at fair value will be recognized in its results of
      operations. SFAS No. 159 also establishes additional disclosure requirements.
      We
      adopted SFAS No. 159 on January 1, 2008 and did not elect to measure any
      additional assets or liabilities at fair value.




**Item
      No. 3 - Quantitative and Qualitative Disclosures Regarding
      Market Risk**





We
      are
      exposed to various market risks, primarily foreign currency risks and interest
      rate risks.




**Foreign
      Currency Risk**





Our
      earnings and cash flows are subject to fluctuations due to changes in foreign
      currency rates as we have several foreign subsidiaries and continue to explore
      expansion into other countries. As a result, exchange rate fluctuations may
      have
      an effect on sales and gross margins. Accounting practices require that our
      results from operations be converted to U.S. dollars for reporting purposes.
      Consequently, our reported earnings in future periods may be significantly
      affected by fluctuations in currency exchange rates, generally increasing with
      a
      weaker U.S. dollar and decreasing with a strengthening U.S. dollar. Products
      manufactured by us for sale to our foreign subsidiaries are transacted in U.S.
      dollars.





From
      time
      to time, we enter into foreign exchange forward contracts with a financial
      institution to sell Canadian dollars in order to protect against currency
      exchange risk associated with expected future cash flows. We have accounted
      for
      these contracts as free standing derivatives, such that gains or losses on
      the
      fair market value of these forward exchange contracts are recorded as other
      income and expense in the consolidated statements of operations. As of March
      31,
      2008, we were holding Canadian forward exchange contracts with notional values
      totaling $499,000 with maturities through December 31, 2008, and a related
      mark-to-market gain of $13,000. As of March 31, 2008, we had no hedging
      instruments in place to offset exposure to any foreign currencies for any of
      the
      other countries in which we do business.





There
      have been no other material changes in market risk exposures during the first
      three months of 2008 that affect the disclosures presented in Item 7A -
“Quantitative and Qualitative Disclosures Regarding Market Risk” on pages 41 and
      42 of our 2007 Annual Report on Form 10-K filed with the Securities and Exchange
      Commission on March 14, 2008.


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          12
          -
 *Table
          of Contents*


**Item
      No. 4 - Controls and Procedures**





Our
      management, under the supervision and with the participation of our Chief
      Executive Officer and Chief Financial Officer, has reviewed and evaluated the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of March 31, 2008. Based on such review and evaluation, our Chief
      Executive Officer and Chief Financial Officer have concluded that the disclosure
      controls and procedures were effective as of March 31, 2008, to ensure that
      the
      information required to be disclosed by us in the reports that we file or submit
      under the Securities Exchange Act of 1934, as amended, (a) is recorded,
      processed, summarized and reported within the time period specified in the
      SEC’s
      rules and forms and (b) is accumulated and communicated to our management,
      including the officers, as appropriate to allow timely decisions regarding
      required disclosure. There were no material changes in our internal control
      over
      financial reporting during the first quarter of 2008 that have materially
      affected or are reasonably likely to materially affect our internal controls
      over financial reporting.




**PART
      II - OTHER INFORMATION**





**Item
      No. 1A - Risk Factors**





The
      below
      risk factor associated with our business activities has changed materially
      from
      the disclosure in our 2007 Annual Report on Form 10-K filed with the Securities
      and Exchange Commission on March 14, 2008.





***We
      are affected by extensive laws, governmental regulations, administrative
      determinations, court decisions and similar constraints, both domestically
      and
      abroad, and our or our distributors’ failure to comply with these restraints
      could lead to the imposition of significant penalties or claims, which could
      harm our financial condition and operating results.***





In
      both
      domestic and foreign markets, the formulation, manufacturing, packaging,
      labeling, distribution, importation, exportation, licensing, sale and storage
      of
      our products are affected by extensive laws, governmental regulations,
      administrative determinations, court decisions and similar constraints. There
      can be no assurance that we or our distributors are in compliance with all
      of
      these regulations. Our or our distributors’ failure to comply with these
      regulations or new regulations could lead to the imposition of significant
      penalties or claims and could negatively impact our business. In addition,
      the
      adoption of new regulations or changes in the interpretations of existing
      regulations may result in significant compliance costs or discontinuation of
      product sales and may negatively impact the marketing of our products, resulting
      in significant loss of sales.





On
      April 12, 2006, the Federal Trade Commission issued its Notice of Proposed
      Rulemaking in respect of The Business Opportunity Rule, R511993. The rule,
      if
      enacted in its original form, would likely have caused us, as well as most
      other
      direct sellers, to be regulated as a seller of business opportunities in the
      United States and could have negatively impacted our business and ability to
      attract new distributors in the United States. However, on March 18, 2008,
      the
      Federal Trade Commission issued a revised proposed rule that is narrowed in
      scope to avoid broadly sweeping in sellers of multi-level marketing
      opportunities, as indicated in the supplementary information accompanying the
      issuance of the revised rule by the Federal Trade Commission. If enacted in
      its
      current revised form, we believe that the revised rule would not adversely
      impact our U.S. business. There can be no assurance, however, that the revised
      proposed rule will be enacted in the form proposed.




On
      June
      22, 2007, the FDA announced a final rule establishing current good manufacturing
      practices, or cGMPs, affecting the manufacture, packing and holding of dietary
      supplements. The new rule creates standards to ensure that dietary supplements
      and dietary ingredients are not adulterated with contaminants or impurities
      and
      are labeled to accurately reflect the active ingredients and other ingredients
      in the products. It also includes requirements for designing and constructing
      physical plants, establishing quality control procedures, and testing
      manufactured dietary ingredients and dietary supplements, as well as
      requirements for maintaining records. Under the new rule, we are considered
      a
      small business and, accordingly, have until June 2009 to comply with the final
      rule. Currently, we are evaluating the impact of the final rule on our
      manufacturing facilities and procedures. If we are required to significantly
      alter our manufacturing facilities and/or procedures or make a material
      investment in order to comply with the final rule, it could have a material
      adverse impact on our financial condition and operating
      results.


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          13
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          of Contents*


**Item
      No. 2 - Unregistered Sales of Equity Securities and Use of
      Proceeds**




During
      the first quarter of 2008, we did not repurchase any shares of our common stock
      under our share repurchase plan authorized by our Board of Directors in May
      2007
      that provides for share repurchases of up to $15 million through April
      2010.





**Item
      No. 6 - Exhibits**





ExhibitNumber
            
            Document3.1
            
            Second
                Amended and Restated Certificate of Incorporation (incorporated by
                reference to Appendix B of Schedule 14A of the Registrant filed on
                April
                17, 2003).3.2
            
            By-Laws
                (incorporated by reference to the Registration Statement on Form
                S-3 of
                the Registrant filed on February 21, 2006).3.3
            
            Amendment
                to By-Laws dated March 22, 2001 (incorporated by reference to the
                Registration Statement on Form S-3 of the Registrant filed on February
                21,
                2006).3.4
            
            Certificate
                of Designation to Create a Class of Series A Preferred Stock for
                Reliv'
                International, Inc. (incorporated by reference to Exhibit 3.1 to
                the Form
                10-Q of the Registrant for quarter ended March 31,
                2003).4.1
            
            Form
                of Reliv International, Inc. common stock certificate (incorporated
                by
                reference to the Registration Statement on Form S-3 of the Registrant
                filed on February 21, 2006).10.1
            
            R.
                Scott Montgomery Employment Agreement dated January 2, 2008 (incorporated
                by reference to Exhibit 10.1 to the Form 8-K of the Registrant filed
                January 4, 2008).10.2
            
            Ryan
                A. Montgomery Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.2 to the Form 8-K of the Registrant filed
                January
                4, 2008).10.3
            
            Steven
                G. Hastings Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.3 to the Form 8-K of the Registrant filed
                January
                4, 2008).10.4
            
            Steven
                D. Albright Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.4 to the Form 8-K of the Registrant filed
                January
                4, 2008).10.5
            
            Brett
                M. Hastings Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.5 to the Form 8-K of the Registrant filed
                January
                4, 2008).31.1
            
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act, as amended (filed
                herewith).31.2
            
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act, as amended (filed
                herewith).32
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002 (filed herewith).






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          14
          -
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          of Contents*




**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.





**RELIV’
      INTERNATIONAL, INC.**








By: /s/
      Robert L. Montgomery


Robert
      L.
      Montgomery, Chairman of the Board of Directors, President and Chief Executive
      Officer





Date:
      May
      9, 2008








By: /s/
      Steven D. Albright


Steven
      D.
      Albright, Chief Financial Officer (and accounting officer)





Date:
      May
      9, 2008






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          15
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          of Contents*




**EXHIBIT
      INDEX**




ExhibitNumber
            
            Document3.1
            
            Second
                Amended and Restated Certificate of Incorporation (incorporated by
                reference to Appendix B of Schedule 14A of the Registrant filed on
                April
                17, 2003).3.2
            
            By-Laws
                (incorporated by reference to the Registration Statement on Form
                S-3 of
                the Registrant filed on February 21, 2006).3.3
            
            Amendment
                to By-Laws dated March 22, 2001 (incorporated by reference to the
                Registration Statement on Form S-3 of the Registrant filed on February
                21,
                2006).3.4
            
            Certificate
                of Designation to Create a Class of Series A Preferred Stock for
                Reliv'
                International, Inc. (incorporated by reference to Exhibit 3.1 to
                the Form
                10-Q of the Registrant for quarter ended March 31,
                2003).4.1
            
            Form
                of Reliv International, Inc. common stock certificate (incorporated
                by
                reference to the Registration Statement on Form S-3 of the Registrant
                filed on February 21, 2006).10.1
            
            R.
                Scott Montgomery Employment Agreement dated January 2, 2008 (incorporated
                by reference to Exhibit 10.1 to the Form 8-K of the Registrant filed
                January 4, 2008).10.2
            
            Ryan
                A. Montgomery Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.2 to the Form 8-K of the Registrant filed
                January
                4, 2008).10.3
            
            Steven
                G. Hastings Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.3 to the Form 8-K of the Registrant filed
                January
                4, 2008).10.4
            
            Steven
                D. Albright Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.4 to the Form 8-K of the Registrant filed
                January
                4, 2008).10.5
            
            Brett
                M. Hastings Employment Agreement dated January 2, 2008 (incorporated
                by
                reference to Exhibit 10.5 to the Form 8-K of the Registrant filed
                January
                4, 2008).31.1
            
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act, as amended (filed
                herewith).31.2
            
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act, as amended (filed
                herewith).32
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002 (filed herewith).