FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                AMENDMENT NO 1 TO
               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  $7,949,000  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 $788,000 to $3,918,000 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  $456,000  from  $8,307,000  as  of
December 31, 1999 to $7,851,000 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 decreased from $6,819,000 as of December 31, 1999
to  $6,801,000  as of March 31, 2000,  as the net income of the first quarter of
2000 was offset 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 declined  slightly  since
December  31,  1999 with a working  capital  balance  of $98,000 as of March 31,
2000. The current ratio has also declined slightly to 1.01 as of March 31, 2000.
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  $86,000,  or $.01 per share  ($.01 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.

     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

<PAGE>

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  increased  slightly  from  16.7% in the first  quarter  of 1999 to
17.0%.

         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 to 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.

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

                  Not applicable.


<PAGE>



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: January 12, 2001          RELIV' INTERNATIONAL, INC.


                                          By: /s/ Robert L. Montgomery
                                             -----------------------------------
                                                Robert L. Montgomery, President,
                                                Chief Executive Officer
<PAGE>
<TABLE>
<CAPTION>

Reliv International, Inc. and Subsidiaries
Consolidated Balance Sheets

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

<S>                                                   <C>             <C>
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                                 1,567,138       1,826,748
          Raw materials                                  1,885,699       2,402,006
          Sales aids and promotional materials             464,777         476,708
                                                      ------------    ------------
                     Total inventories                   3,917,614       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                                     7,949,007       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                                          $ 20,157,268    $ 20,771,818
                                                      ============    ============
<FN>

See notes to financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

                                                           March 31       December 31
                                                             2000            1999
                                                         ------------    ------------
                                                          (unaudited)     (see notes)
Liabilities and stockholders' equity
<S>                                                      <C>             <C>
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                                       67,097           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                                 7,850,670       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                                      (1,803,742)     (1,889,297)
  Accumulated other comprehensive loss:
  Foreign currency translation adjustment                    (441,465)       (336,150)
                                                         ------------    ------------

Total stockholders' equity                                  6,800,653       6,818,718
                                                         ------------    ------------


Total liabilities and stockholders' equity               $ 20,157,268    $ 20,771,818
                                                         ============    ============
<FN>
See notes to financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Reliv International, Inc. and Subsidiaries
Consolidated Statements of Operations

                                                      Three months ended March 31
                                                          2000            1999
                                                      ------------    ------------
                                                       (unaudited)     (unaudited)
<S>                                                   <C>             <C>
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                                  6,256,330       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                                14,774,295      17,509,336
                                                      ------------    ------------

Income from operations                                     314,078         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                                 142,093         108,610
Provision for income taxes                                  56,538          41,622
                                                      ------------    ------------

Net income                                            $     85,555    $     66,988
                                                      ============    ============

Earnings per common share                                    $0.01           $0.01
                                                      ============    ============
Earnings per common share - assuming dilution                $0.01           $0.01
                                                      ============    ============
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Reliv International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
                                                                  Three months ended March 31
                                                                       2000           1999
                                                                   -----------    -----------
Operating activities:
<S>                                                                <C>            <C>
Net income                                                         $    85,555    $    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                                 767,132     (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                         65,058         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
                                                                   ===========    ===========
<FN>
See notes to financial statements
</FN>
</TABLE>

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--      Restatement of Prior Interim Periods


For the  three-month  periods ended March 31, 2000, June 30, 2000, and September
30, 2000, the Company understated cost of goods sold by (respectively) $125,133,
$184,284  and  $227,479  due to  inventory  costing  errors.  This  resulted  in
overstatements of previously  reported quarterly net income of $77,583 ($.01 per
share  basic and  diluted),  $114,256  ($.01 per share  basic and  diluted)  and
$141,037 ($.01 per share basic and diluted).  Net income as adjusted was $85,555
($.01 per share basic and diluted) for the first quarter of 2000, $62,615 ($.01
per share basic and diluted)  for the second  quarter,  and  $234,752  ($.02 per
share basic and diluted) for the third quarter.


Note 3--      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                         $   85,555     $   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                                    $0.01          $0.01
                                                       ==========     ==========
Diluted earnings per share                                  $0.01          $0.01
                                                       ==========     ==========


Note 4--      Comprehensive Income


Total comprehensive income/(loss) was ($19,760) 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 5--      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)                                   832,096          (145,709)            649,007          (96,745)
Segment assets                                       13,968,328         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                686,387           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                          142,093           108,610
                                           ===================================

Note 6-- 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.