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 March 31, 2000

                           Commission File No. 1-11768


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


             Delaware                                      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)


                                 (636) 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 9,551,102 outstanding Shares as of March 31, 2000

<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 March 31, 2000 and Balance Sheet
                    as of December 31, 1999.

               2.   Interim Statements of Operations for the three month periods
                    ending March 31, 2000 and March 31, 1999.

               3.   Interim Statements of Cash Flows for the three month periods
                    ending March 31, 2000 and March 31, 1999.

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

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

1.       Financial Condition

         Current  assets of the Company  decreased  during the first  quarter of
2000,  to  $8,074,000  from  $8,497,000  as of December 31, 1999.  Cash and cash
equivalents  decreased  by  $352,000 to  $1,180,000  as of March 31, 2000 as the
result  of the  increase  in  accounts  receivable  and the  reduction  of trade
accounts payable.  Inventory decreased by $663,000 to $4,043,000 as of March 31,
2000. The Company's  inventory decrease is due to the reduction in the sales and
production  for the Company's  manufacturing  and packaging  business.  However,
accounts receivable increased by $629,000,  as the Company's remaining packaging
customer had a strong month of sales in March 2000.

         The Company  purchased  only $55,000 of property,  plant and  equipment
during the first quarter of 2000, further emphasizing its decision to reduce the
manufacturing  and  packaging  business.  The  majority of capital  purchases in
recent years were dedicated to this line of business.

         Current  liabilities  decreased  by  $409,000  from  $8,307,000  as  of
December 31, 1999 to $7,898,000 as of March 31, 2000.  The primary  component of
the decrease was in trade accounts payable.  Trade accounts payable decreased by
$603,000  from  $3,994,000 as of December 31, 1999 to $3,391,000 as of March 31,
2000.  This  decrease is related to the  decrease  in  inventory,  as  discussed
previously.

<PAGE>


         Long-term debt decreased by $123,000 from $4,991,000 as of December 31,
1999 to $4,868,000 as of March 31, 2000. The Company incurred no additional debt
during the first quarter of 2000.

         Stockholders'  equity increased from $6,819,000 as of December 31, 1999
to $6,878,000 as of March 31, 2000, as the result of the net income of the first
quarter of 2000.  However,  equity  declined  by  $105,000  as the result of the
foreign  currency  translation  adjustment  at March  31,  2000 as  compared  to
December 31, 1999. The Australian, New Zealand and Canadian dollars all weakened
against the US dollar over the course of the first quarter of 2000.

         The Company's  working capital balance has remained  approximately  the
same since  December 31, 1999 with a working  capital  balance of $176,000 as of
March 31, 2000.  The current ratio has also remained  steady at 1.02 as of March
31, 1999. The Company's line of credit is formula-based and provides a borrowing
arrangement  based on a percentage of accounts  receivable and inventory up to a
maximum  borrowing limit. As of December 31, 1999, the Company had borrowed more
than the amount  allowed under the  collateral  calculation,  but has obtained a
waiver to allow it to borrow the maximum amount under the line through September
30, 2000.  Management  believes that the Company's  internally  generated  funds
together with the loan  agreement  will be  sufficient  to meet working  capital
requirements in 2000.

2.       Results of Operations

         The  Company  had net income of  $163,000,  or $.02 per share ($.02 per
share diluted),  for the quarter ended March 31, 2000, compared to net income of
$67,000,  or $.01 per share  ($.01 per share  diluted),  for the same  period in
1999.  The Company  expected net sales to decline as the result of the reduction
in the manufacturing and packaging business, but gross margins improved slightly
in  the  network  marketing  business  and  consolidated  selling,  general  and
administrative  expenses  decreased by $238,000 in the first quarter of 2000, as
compared to the first quarter of 1999.

         Net sales  decreased  to  $15,088,000  in the first  quarter of 2000 as
compared to $17,695,000 in the prior year. The decrease was primarily due to the
decrease in sales by the Company's manufacturing and packaging services segment.
Sales in this  portion of the  business  decreased  to  $4,517,000  in the first
quarter of 2000, as compared to  $6,208,000 in the prior year.  Net sales in the
network  marketing segment declined to $10,571,000 in the first quarter of 2000,
as compared to $11,487,000 in the first quarter of 1999. Network marketing sales
in the United States  declined by 11% from  $10,438,000  in the first quarter of
1999 to $9,333,000 in the first quarter of 2000. However, sales in the Company's
international  subsidiaries improved overall.  Sales in the foreign subsidiaries
of  Australia,  New  Zealand,  Canada,  Mexico  and the United  Kingdom  overall
increased by 18% from  $1,049,000  in the first quarter of 1999 to $1,238,000 in
the first quarter of 2000,  led by sales  increases in Mexico of 253% and in the
UK operation of 25%. The Company's UK operation  recently  installed a new sales
manager.


<PAGE>


         The  Company  also  provides   manufacturing  and  packaging  services,
including  blending,  processing and packaging food products in accordance  with
specifications  provided by its customers.  Net sales decreased to $4,517,000 in
the first  quarter of 2000 from  $6,208,000  in the prior  year.  This  decrease
follows the  Company's  decision to place less  emphasis on this  business.  The
Company's  sales to third  party  customers  primarily  consist  of the  Company
purchasing  raw  materials,  using  customer-provided  packaging  materials  and
selling a finished product to the customer.  For the first quarter of 2000, cost
of  goods  sold for  these  sales  were 99% of net  sales.  Even  under  optimal
operating   efficiencies,   the  gross   margin  for   unrelated   customers  is
substantially  less than margins obtained in the sales of the network  marketing
products.  But, the Company has  eliminated  its  unprofitable  business in this
segment and is taking steps to improve margins with its remaining customer.

         Cost of products sold for the network marketing segment as a percentage
of net sales  improved  from  16.7% in the  first  quarter  of 1999 to 15.8%.  A
by-product of the increased  business for unrelated  customers is the purchasing
power it  provides  the  Company on the  materials  it uses to  manufacture  the
network marketing  products.  This, coupled with a price increase on some of the
Company's network  marketing  products in the first quarter of 2000 accounts for
the improvement.

         Distributor   royalties  and   commissions  as  percentage  of  network
marketing  sales  decreased  from 39% in the first quarter of 1999 to 36% in the
first quarter of 2000. These expenses are 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.  A portion of
this decreased  percentage is due to the Company  allowing  distributors  in the
United  States to purchase  individual  cans of the products at their  specified
discount  level.  This change went into  effect in  February  2000.  Previously,
distributors  had to pay full retail price through the Direct Select  program to
buy individual cans of product.

         Interest  expense  increased from $130,000 in the first quarter of 1999
to  $168,000  in the first  quarter of 2000.  This  increase  is due the greater
reliance on the line of credit, along with higher interest rates.

Safe Harbor  Provision  of the  Private  Securities  Litigation  Act of 1995 and
Forward Looking Statements.

         The  statements  contained  in  Item  2  (Management's  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operation)  that  are  not
historical facts may be  forward-looking  statements (as such term is defined in
the rules promulgated  pursuant to the Securities Exchange Act of 1934) that are
subject to a variety of risks and uncertainties.  The forward-looking statements
are based on the beliefs of the  Company's  management,  as well as  assumptions
made by,  and  information  currently  available  to the  Company's  management.
Accordingly,  these statements are subject to significant  risks,  uncertainties
and  contingencies  which  could cause the  Company's  actual  growth,  results,
performance  and  business  prospects  and  opportunities  in 2000 and beyond to
differ   materially   from  those   expressed   in,  or  implied  by,  any  such
forward-looking  statements.  Wherever  possible,  words  such  as "anticipate",
"plan", "expect," "believe",  "estimate", and similar expressions have been used
to identify these forward-looking statements, but are not the exclusive means of
identifying  such  statements.  These  risks,  uncertainties  and  contingencies
include,  but are not limited to, 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 detailed in the Company's other SEC filings.
<PAGE>

Item 3.  Quantitative and Qualitative Disclosure of Market Risk

         The Company's earnings and cash flow are subject to fluctuations due to
changes in foreign  currency rates as it has several  foreign  subsidiaries  and
continues  to explore  expansion  into  other  foreign  countries.  As a result,
exchange  rate  fluctuations  may have an effect on its sales and the  Company's
gross  margins.  Accounting  practices  require that the Company's  results from
operations be converted to U.S.  dollars for reporting  purposes.  Consequently,
the  reported  earnings  of the Company 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 the Company for sale to the Company's  foreign  subsidiaries are
transacted in U.S. dollars.  As the Company's  foreign  operations  expand,  its
operating results will be subject to the risks of exchange rate fluctuations and
the Company may not be able to accurately estimate the impact of such changes on
its future  business,  product  pricing,  results  of  operations  or  financial
condition.

         The Company also is exposed to market risk in changes in interest rates
on its  long-term  debt  arrangements  and  commodity  prices in some of the raw
materials it purchases for its manufacturing needs. However,  neither presents a
risk that would have a material effect on the Company's results of operations or
financial condition.

Part II.          OTHER INFORMATION

Item 1.  Legal Proceedings

In  May  1998,  the  former  sales/general  manager  of the  Company's  Canadian
subsidiary filed a lawsuit claiming unlawful termination and breach of contract.
The  individual had been  terminated by the Company in March,  1998. The Company
believes the claim is without merit and intends to vigorously defend itself. The
Company has engaged  Canadian  counsel to defend this suit. The probable outcome
of this matter is uncertain, and a range of loss cannot reasonably be estimated.
However,  management  believes  that the final  outcome will not have a material
adverse  effect on the  financial  position  or  results  of  operations  of the
Company.

Item 2.  Changes in Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.



<PAGE>


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

         Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

                    (a)  Exhibits*

                    (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.

<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: May 15, 2000                 RELIV' INTERNATIONAL, INC.


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


<PAGE>

                   Reliv International, Inc. and Subsidiaries
                          Consolidated Balance Sheets

                                                  March 31         December 31
                                                      2000           1999
                                                 --------------   -------------
                                                  (unaudited)      (see notes)
Assets

Current assets:
  Cash and cash equivalents                         $1,179,531      $1,531,700
  Accounts and notes receivable, less
    allowances of $429,000 in 2000
    and $430,000 in 1999                             1,423,221         794,037
  Note receivable from officer                          59,250         164,250
  Inventories
          Finished goods                             1,692,271       1,826,748
          Raw materials                              1,885,699       2,402,006
          Sales aids and promotional materials         464,777         476,708
                                                 --------------   -------------
                     Total inventories               4,042,747       4,705,462

  Refundable income taxes                              854,255         855,178
  Prepaid expenses and other current assets            374,457         304,734
  Deferred income taxes                                140,679         141,236
                                                 --------------   -------------

Total current assets                                 8,074,140       8,496,597

Other assets:
  Goodwill, net of accumulated amortization of
    $78,830 in 2000 and $65,692 in 1999                446,707         459,846
  Other assets                                       1,173,046       1,013,130
                                                 --------------   -------------

Total other assets                                   1,619,753       1,472,976

Property, plant and equipment:
            Land                                       829,222         829,222
            Building                                 8,384,058       8,384,105
            Machinery & equipment                    3,876,028       3,870,695
            Office equipment                           455,581         454,729
            Computer equipment & software            1,859,190       1,823,832
                                                 --------------   -------------
                                                    15,404,079      15,362,583
Less: Accumulated depreciation                      (4,815,571)     (4,560,338)
                                                 --------------   -------------
          Net property, plant and equipment         10,588,508      10,802,245
                                                 --------------   -------------

Total assets                                       $20,282,401     $20,771,818
                                                 ==============   =============

See notes to financial statements.

<PAGE>

                   Reliv International, Inc. and Subsidiaries
                          Consolidated Balance Sheets

                                                  March 31         December 31
                                                      2000           1999
                                                 --------------   -------------
                                                  (unaudited)      (see notes)
Liabilities and stockholders' equity

Current liabilities:
  Accounts payable and accrued expenses:
            Trade accounts payable                  $3,390,654      $3,993,555
            Distributors commissions payable         1,436,725       1,421,286
            Sales taxes payable                        209,024         204,552
            Interest expense payable                    41,731          31,871
            Payroll and payroll taxes payable          179,799         127,800
            Other accrued expenses                     203,893         103,548
                                                 --------------   -------------
  Total accounts payable and accrued expenses        5,461,826       5,882,612

    Income taxes payable                               114,647           3,391
    Borrowings under line of credit                  1,686,430       1,792,986
    Current maturities of long-term debt and
      capital lease obligations                        630,314         622,973
    Unearned income                                      5,003           5,003
                                                 --------------   -------------

  Total current liabilities                          7,898,220       8,306,965

Capital lease obligations,
  less current maturities                              265,958         305,081
Long-term debt, less current maturities              4,867,937       4,990,639
Other non-current liabilities                          372,050         350,415

Stockholders' equity:
  Common stock, no par value; 20,000,000
   shares authorized; 9,551,102 shares
   issued and outstanding
   as of 3/31/2000 and 13/31/1999                    9,082,382       9,082,382
  Notes receivable-officers and directors              (36,522)        (38,217)
  Accumulated deficit                               (1,726,159)     (1,889,297)
  Accumulated other comprehensive loss:
  Foreign currency translation adjustment             (441,465)       (336,150)
                                                 --------------   -------------

Total stockholders' equity                           6,878,236       6,818,718
                                                 --------------   -------------


Total liabilities and stockholders' equity         $20,282,401     $20,771,818
                                                 ==============   =============

See notes to financial statements.


<PAGE>


                   Reliv International, Inc. and Subsidiaries
                     Consolidated Statements of Operations

                                                     Three months ended March 31
                                                       2000              1999
                                                   ------------    ------------
                                                   (unaudited)       (unaudited)


Sales at suggested retail                          $ 20,867,382    $ 23,774,411
  Less: distributor allowances on
        product purchases                             5,779,009       6,079,100
                                                   ------------    ------------

Net sales                                            15,088,373      17,695,311

Costs and expenses:
  Cost of products sold                               6,131,197       8,074,732
  Distributor royalties and commissions               3,832,424       4,510,775
  Selling, general and administrative                 4,685,541       4,923,829
                                                   ------------    ------------

Total costs and expenses                             14,649,162      17,509,336
                                                   ------------    ------------

Income from operations                                  439,211         185,975

Other income (expense):
  Interest income                                        13,538          18,800
  Interest expense                                     (167,670)       (130,398)
  Other income/(expense)                                (17,853)         34,233
                                                   ------------    ------------

Income before income taxes                              267,226         108,610
Provision for income taxes                              104,088          41,622
                                                   ------------    ------------

Net income                                         $    163,138    $     66,988
                                                   ============    ============

Earnings per common share                          $       0.02    $       0.01
                                                   ============    ============

Earnings per common share - assuming dilution      $       0.02    $       0.01
                                                   ============    ============

See notes to financial statements.
<PAGE>

                   Reliv International, Inc. and Subsidiaries

                     Consolidated Statements of Cash Flows
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                   Three months ended March 31,
                                                                         2000           1999
                                                                   -------------   -----------
<S>                                                                <C>            <C>
Operating activities:
Net income                                                         $   163,138    $    66,988
Adjustments to reconcile net income to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                                      277,575        257,741
    Foreign currency translation (gain) loss                            15,410        (21,843)
    (Increase) decrease in accounts and notes receivable              (548,962)      (302,043)
    (Increase) decrease in inventories                                 641,999     (1,473,972)
    (Increase) decrease in refundable income taxes                        --           (1,933)
    (Increase) decrease in prepaid expenses
      and other current assets                                         (72,814)        38,166
    (Increase) decrease in other assets                               (162,135)      (103,754)
    Increase (decrease) in accounts payable and accrued expenses      (390,480)     1,717,872
    Increase (decrease) in income taxes payable                        112,608         25,446
    Increase (decrease) in unearned income                                --             --
                                                                   -----------    -----------

Net cash provided by operating activities                               36,339        202,668

Investing activities:
Purchase of property, plant and equipment                              (55,212)      (589,160)
Repayment of loans by officers and directors                            31,694          1,596
                                                                   -----------    -----------

Net cash used in investing activities                                  (23,518)      (587,564)

Financing activities:
Net repayments under line of credit                                   (106,557)       (85,256)
Proceeds from long-term borrowings                                        --          300,000
Principal payments on long-term borrowings                            (112,441)       (94,188)
Principal payments under capital lease obligations                     (42,043)       (41,084)
Dividends paid                                                            --          (96,505)
Purchase of treasury stock                                                --           (7,682)
                                                                   -----------    -----------

Net cash used in financing activities                                 (261,041)       (24,715)

Effect of exchange rate changes on cash and cash equivalents          (103,949)        66,129
                                                                   -----------    -----------

Decrease in cash and cash equivalents                                 (352,169)      (343,482)

Cash and cash equivalents at beginning of period                     1,531,700      2,816,804
                                                                   -----------    -----------

Cash and cash equivalents at end of period                         $ 1,179,531    $ 2,473,322
                                                                   ===========    ===========

</TABLE>
See notes to financial statements


<PAGE>

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

March 31, 2000

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  three-month  period ended
          March 31, 2000 are not necessarily  indicative of the results that may
          be expected for the year ended December 31, 2000.

          The balance  sheet at  December  31,  1999 has been  derived  from the
          audited financial  statements at that date but does not include all of
          the   information  and  footnotes   required  by  generally   accepted
          accounting principles for complete financial statements.

          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, 1999.

Note 2--  Earnings per Share

          The following  table sets forth the  computation  of basic and diluted
          earnings per share:
                                          Three Months ended March 31,
                                                2000         1999
                                            ------------------------
Numerator:
  Numerator for basic and diluted
  earnings per share--net income            $  163,138   $   66,988
Denominator:
  Denominator per basic earnings per
  share--weighted average shares             9,551,000    9,651,000
  Effect of dilutive securities:
  Employee stock options and other warrants    385,000      200,000
                                            ----------   ----------
Denominator for diluted earnings per
share--adjusted weighted average shares      9,936,000    9,851,000
                                            ==========   ==========

Basic earnings per share                    $     0.02   $     0.01
                                            ==========   ==========
Diluted earnings per share                  $     0.02   $     0.01
                                            ==========   ==========


Note 3--  Comprehensive Income

          Total  comprehensive  income was  $57,823 for the three  months  ended
          March 31, 2000 and $128,613 for the three months ended March 31, 1999.
          The  Company's  only  component of other  comprehensive  income is the
          foreign currency translation adjustment.

<PAGE>



Note 4--  Segment Information

<TABLE>
<CAPTION>
                                                        Three months ended                            Three months ended
                                                          March 31, 2000                                March 31, 1999
                                                        ------------------                            ------------------
                                                     Network       Manufacturing                   Network       Manufacturing
                                                    marketing      and packaging                  marketing      and packaging
                                                  -------------------------------               -------------------------------
<S>                                                 <C>               <C>                       <C>             <C>
                Net sales to external customers    10,570,976         4,517,397                 11,487,115      6,208,196
                Intersegment net sales                   --           1,549,927                       --        1,567,162
                Segment profit/(loss)                 957,229          (145,709)                   649,007        (96,745)
                Segment assets                     14,093,461         5,009,409                 13,213,440      6,424,607
</TABLE>

          A  reconciliation  of  combined  operating  profit for the  reportable
          segments to consolidated income before income taxes is as follows:

                                                        Three months ended
                                                             March 31,
                                                        2000              1999
                                                    ----------------------------
          Total profit for reportable segments       811,520            552,262
          Corporate expenses                        (372,309)          (366,287)
          Non operating - net                         (4,315)            53,033
          Interest expense                          (167,670)          (130,398)
                                                    ----------------------------
          Income before income taxes                 267,226            108,610
                                                    ============================


Note 5--           Legal Proceedings

          In May  1998,  the  former  sales/general  manager  of  the  Company's
          Canadian  subsidiary filed lawsuit claiming  unlawful  termination and
          breach of contract.  The individual had been terminated by the Company
          in March 1998.  The Company  believes  the claim is without  merit and
          intends to vigorously defend itself. At this time, the outcome of this
          matter  is  uncertain  and  a  range  of  loss  cannot  be  reasonably
          estimated;  however,  management  believes that the final outcome will
          not have a  material  adverse  effect  on the  financial  position  or
          results of operations of the Company.