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 September 30, 1999

                           Commission File No. 1-11768


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


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


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


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



         Registrant has filed all reports  required to be filed by Section 13 or
15(d) of the Securities  Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


       COMMON STOCK 9,619,102 outstanding Shares as of September 30, 1999



<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 September 30, 1999 and  Balance Sheet
               as of December 31, 1998.

         2.    Interim  Statements  of  Operations  for the three and nine month
               periods ending September 30, 1999 and September 30, 1998.

         3.    Interim  Statements  of Cash  Flows  for the nine  month  periods
               ending September 30, 1999 and September 30, 1998.

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

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

               1.  Overview
                   --------

         The Company  manufactures  nutritional  and related  products which its
sells  through  network   marketing.   In  late  1997,  the  Company   commenced
manufacturing  and  packaging  services  for outside  customers.  Revenues  from
manufacturing and packaging  services were $1.5 million in 1997, $6.3 million in
1998 and were $22.6  million for the first nine months of 1999.  While  revenues
from  manufacturing and packaging have increased  dramatically,  the Company has
had to make large  investments  in plant and  equipment to support this business
segment, and the rapid growth has caused production and warehousing difficulties
and labor inefficiencies.  As a result, the manufacturing and packaging services
business  segment has generated  losses resulting in losses for the Company as a
whole.  Despite an increase in net sales to $16,967,000 in the first nine months
of 1999, from $12,579,000 for the same period of 1998, the Company had a loss of
$650,000 for the first nine months of 1999, compared to income of $1,219,000 for
the same period of 1998. Reduced network marketing sales in the core U.S. market
has also  contributed to the loss. As described  further below,  the Company has
taken steps to make its  manufacturing  and packaging  services business segment
profitable,  including  eliminating jobs that do not provide an adequate margin.
The Company is also taking steps to increase network marketing sales in its core
U.S. market.

               2.  Financial Condition
                   --------------------

         Current  assets of the Company  increased  during the third  quarter of
1999, to $9,460,000  from  $8,358,000 as of December 31, 1998,  primarily due to
increases in accounts  receivable and inventory.  These increases are due to the
increased  sales and  production  of the Company's  manufacturing  and packaging
business. The increase in inventory is for raw materials for these





                                        2
<PAGE>



customers. Cash and cash equivalents decreased by $1,206,000 to $1,610,000 as of
September  30, 1999 as the result of the  increase in  accounts  receivable  and
inventory,  coupled with the net loss for the year to date, as well as equipment
acquisitions.

         The Company purchased $966,000 of property,  plant and equipment during
the first nine  months of 1999,  bringing  its total gross  property,  plant and
equipment  to   $15,259,000.   The  majority  of  the  purchases  were  for  new
manufacturing  capabilities for its manufacturing and packaging  business.  This
acquisition  was funded with an  additional  long-term  note with the  Company's
primary lender of $300,000.

         Current  liabilities  increased by  $2,344,000  from  $6,175,000  as of
December 31, 1998 to $8,519,000 as of September 30, 1999. The primary components
of the increase were in trade accounts  payable and borrowings under the line of
credit.  Trade  accounts  payable  increased by $579,000  from  $3,568,000 as of
December 31, 1998 to $4,147,000  as of September 30, 1999.  This increase is due
to the  increased  raw material  inventory as discussed  previously.  Borrowings
under the line of  credit  have  increased  by  $1,398,000  in order to fund the
increase in inventory and as the result of the net loss for the year to date.

         Long-term  debt has decreased by $101,000 to $5,115,000 as of September
30, 1999. The net decrease is primarily a combination of debt principal payments
of $431,000, net of the additional debt of $300,000 that was incurred during the
first  quarter.  The increase in the current  maturities  of long-term  debt and
capital lease obligations is due to the same note.

         Stockholders'  equity decreased from $8,340,000 as of December 31, 1998
to  $7,628,000  as of September 30, 1999, as the result of the net losses of the
second and third quarters. The Company paid out cash dividends of $97,000 in the
first  quarter  of  1999,  and it has used  approximately  $59,000  to  purchase
treasury  stock over the  course of 1999,  most of which  occurred  in the third
quarter.  Equity  improved  by  $89,000 as the  result of the  improved  foreign
currency  translation  adjustment  at September 30, 1999 as compared to December
31,  1998.  The  Australian,  New Zealand and Canadian  dollars,  as well as the
Mexican peso all strengthened against the US dollar over the course of the first
nine months of 1999.

         The Company's working capital balance has decreased by $1,242,000 since
December 31, 1998 to $941,000 as of September  30, 1999.  The current  ratio has
also  declined to 1.11 as of September  30, 1999.  During the second  quarter of
1999, the Company  restructured its line of credit arrangements with its primary
lender.  The new line of credit provides a formula-based  borrowing  arrangement
against a  percentage  of  accounts  receivable  and  inventory  up to a maximum
borrowing limit. The Company  requested this modification in the line of credit,
as the makeup of the  Company's  balance  sheet has  changed  due the  increased
business in the manufacturing and packaging segment.

               3.  Results of Operations
                   ---------------------

         The  Company  had a net loss of  $350,000,  or $.04 per share,  for the
quarter ended September 30, 1999, compared to net income of $73,000, or $.01 per
share,  for the same  period  in  1998.  The  Company  continues  to  experience
significant setbacks in the profitability of its manufacturing and





                                        3

<PAGE>



packaging operations, coupled with a sales decline in network marketing sales in
its core United States market. In addition,  consolidated  selling,  general and
administrative  expenses  increased by $336,000 in the third  quarter of 1999 as
compared to the prior year.  For the nine months ended  September 30, 1999,  the
Company incurred a loss of $650,000 compared to net income of $1,219,000 for the
first nine months of 1998.

         Net sales  improved  to  $16,967,000  in the third  quarter  of 1999 as
compared to  $12,579,000 in the prior year. The increase in sales was solely due
to the increase in sales by the Company's  manufacturing and packaging  services
segment.  Sales in this portion of the business  increased to  $7,237,000 in the
third quarter of 1999, as compared to $1,643,000 in the prior year. Sales in the
manufacturing and packaging services segment were $22,568,000 for the first nine
months of 1999 as compared to $1,973,000 for the prior year.

         Net sales in the network marketing segment declined from $10,936,000 in
the third quarter of 1998 to  $9,730,000  in the third quarter of 1999.  Network
marketing  sales in the United States  declined by 15% from  $10,056,000  in the
third quarter of 1998 to  $8,558,000 in the third quarter of 1999.  Sales in the
foreign subsidiaries of Australia,  New Zealand,  Canada,  Mexico and the United
Kingdom  overall  increased by 33% to $1,171,000 in the third quarter of 1999 as
compared  to  $880,000  in the third  quarter of 1998.  This  increase is due to
improved  sales  in the  Company's  Mexican  subsidiary,  which  experienced  an
increase of over 130% in its third  quarter  1999 sales,  versus  third  quarter
1998.  This  increase is due to the efforts of the sales manager in that market,
combined with the implementation of distribution  centers across Mexico in order
to facilitate  sales and other  distributor  activities in cities outside of the
Mexican  headquarters in Mexico City. In its Australian and New Zealand markets,
sales  improved  by 14% in the third  quarter of 1999 as  compared  to the third
quarter 1998.

         During  the  third  quarter,  the  Company  successfully  launched  its
enhanced  Internet site,  with  e-commerce  capabilities.  The web site allows a
number  of  features  for  distributors,   including  online  ordering,   online
sponsoring of new distributors,  distributor account information and information
on a distributors' sales  organization,  or downline group. The Company has been
pleased  with the  response to the web site to this point and expects  that more
distributors  will take full advantage of its  capabilities as more features and
enhancements  are  introduced.  In  conjunction  with the Internet  site launch,
distributors are also able to establish their own personal web sites utilizing a
variety  of  templates.  These  sites are linked to the  corporate  web site and
enable  distributors to engage in retail sales,  linked to Reliv order entry and
shipping,  e-mail  communication  and  other  interactive  functions.  Over  500
distributors have signed up for personal web sites to date.

         The Company provides  manufacturing and packaging  services,  including
blending,   processing   and  packaging   food   products  in  accordance   with
specifications  provided by its customers.  Net sales increased to $7,237,000 in
the third  quarter of 1999 from  $1,643,000  in the prior year.  The increase in
sales is due to the work provided by two major customers. 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 third quarter of 1999, cost of goods sold for these sales
were 99% of net sales.  Even under  optimal  operating  efficiencies,  the gross
margin for these customers is  substantially  less than margins  obtained in the
sales of the network marketing  products.  The Company's growth in this area has
led to production



                                        4

<PAGE>



capacity and warehousing problems and related labor inefficiencies.  The Company
has taken steps to better manage its growth in this area,  including  some plant
staffing cuts and the  consolidation  of an  unprofitable  second shift into its
first shift  operations.  It has also begun reviewing profit margins by customer
and project and has either  discontinued or is restructuring those projects that
are not yielding the needed profit margins.

         Cost of products sold for the network marketing segment as a percentage
of net sales increased slightly from 18.4% in the third quarter of 1998 to 18.7%
in the third  quarter  of 1999.  The  increase  is due in part to the  Company's
decision to discontinue a portion of its skin care line of products.

         Distributor   royalties  and   commissions  as  percentage  of  network
marketing sales remained  steady at 37% of network  marketing sales in the third
quarter of both 1999 and 1998.  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.

         Interest  expense  increased from $132,000 in the third quarter of 1998
to $154,000 in the third quarter of 1999.  This is the result of the increase in
the Company's long-term debt to finance equipment acquisitions and the increased
borrowings against the line of credit.

               4.  Year 2000 Issues
                   ----------------

         Most  computer  databases,  as  well  as  embedded  microprocessors  in
computer  systems  and  industrial  equipment,  have  been  programmed  to use a
two-digit number to represent the year.  Computer programs that recognize a date
using "00" as the year 1900 rather than the year 2000 could  result in errors or
system failures.  Accordingly, all companies must analyze their systems and make
the  necessary  changes  to  ensure  that  automated  processes  will  correctly
distinguish between years before and after the year 2000.

         Based upon a recent  assessment of its  business,  the Company does not
believe  the  Year  2000  issue  will  have a  material  adverse  effect  on its
operations.  Based on testing of the  Company's  current  computer  hardware and
software  systems  the  Company has  determined  that the vast  majority of such
systems  are Year 2000  compliant,  and this  result has been  achieved  without
material  cost  to  the  Company.   The  Company  has  identified  some  of  its
telecommunication  hardware and software that is not Year 2000  compliant and is
in the process of installing the necessary upgrades.  The cost of these upgrades
will  not be  material.  The  Company  has  initiated  communications  with  the
manufacturers of its manufacturing  and warehouse  equipment to ensure that this
equipment will be Year 2000 ready.  Based on conversations  with and evaluations
by these  manufacturers,  it is anticipated  that no warehouse or  manufacturing
equipment  will need to be  replaced.  Consequently,  no material  costs will be
incurred to make any of the Company's manufacturing and warehouse equipment Year
2000 ready.  The  Company  incurred  no cost for the  testing  performed  by the
manufacturers of this equipment.

         Formal   communications   have  commenced  and  are  ongoing  with  all
significant  suppliers  and large  customers of the Company,  and will  continue
during the balance of 1999 to  determine  the extent to which the Company may be
vulnerable to those third parties' failure to remediate their own





                                       5

<PAGE>



potential  Year 2000  problems.  The Company has  several  suppliers  of its raw
materials  and should be able to obtain  alternative  sources of supply if these
suppliers experience Year 2000 problems. The Company has two major customers for
its  manufacturing  and packaging  services and has received  confirmation  from
these customers that they have addressed  their Year 2000 issues.  The Company's
customers for its network marketing  segment are typically  individuals who will
have no Year 2000  exposure.  The Company  ships the  majority  of its  products
through  common  carrier  (primarily  United  Parcel  Services) and has received
confirmation that these carriers have addressed their Year 2000 issues.

         If the Company's most  significant  customers,  or the suppliers of the
Company's necessary energy, telecommunications and transportation needs, fail to
provide the Company  with the  materials  and  services  which are  necessary to
produce,  distribute  and sell its products,  such failure could have a material
adverse effect on the results of operations,  liquidity and financial  condition
of the Company.  There can be no guarantee that the systems of these  suppliers,
vendors and  customers  of the  Company  will be timely  converted  to Year 2000
compliance.  Nor is there any  guarantee  that the Company  would  experience no
material  adverse  effects should any of the significant  vendors,  suppliers or
customers of the Company fail to remediate their potential Year 2000 problems.

         It is impossible to provide accurate estimates of the material costs to
the Company should any of the significant vendors, suppliers or customers of the
Company fail to remediate their potential Year 2000 problems.  It is anticipated
that such costs, if any, would be paid from the general revenues of the Company.
Given that, as a result of the Company's  communications with the aforementioned
vendors,  suppliers, and major customers,  said parties have indicated that they
have  addressed  or are  addressing  their own Year  2000  issues,  the  Company
believes  that the risk of  increased  costs  due to these  parties  failure  to
remediate their  potential Year 2000 issues,  is relatively low. The Company has
not budgeted for these potential  costs. No Company  projects have been deferred
or abandoned due to any expenditure related to obtaining Year 2000 compliance.

         The Company has determined it has no exposure to contingencies  related
to the Year 2000 for the products it sells.

         The Company has no  contingency  plans in effect for the failure of any
of   Company's   significant   suppliers,   customers   or  vendors  of  energy,
telecommunications  or transportation  needs to become Year 2000 ready, nor does
the Company believe that such a plan is necessary.  The Company has not obtained
and does not plan to obtain  insurance to cover any of its  potential  Year 2000
exposure.

         The cost of  attaining  Year  2000  compliance  has not and will not be
material for the Company.  It is anticipated  that no warehouse or manufacturing
equipment will need to be replaced. The Company is currently assessing its other
office  equipment for any Year 2000 issues.  The Company will primarily  utilize
internal resources to manage the Year 2000 issue.

         The Company believes that its computer  hardware and software will meet
its administrative needs in the United States and in its foreign subsidiaries in
the foreseeable future.


                                        6

<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,  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.


     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.


     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.


                                        7
<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: November 12, 1999         RELIV' INTERNATIONAL, INC.


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








































                                        8

<PAGE>



Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

                                                   September 30     December 31
                                                       1999            1998
                                                   ------------    ------------
                                                    (unaudited)     (see notes)
Assets

Current assets:
  Cash and cash equivalents                        $  1,610,358    $  2,816,804
  Accounts and notes receivable,
    less allowances of
    $3,100 in 1999 and $5,000 in 1998                 1,260,324         777,443
  Inventories
       Finished goods                                 1,931,028       1,702,359
       Raw materials                                  3,006,304       1,865,649
       Sales aids and promotional materials             410,174         361,322
                                                   ------------    ------------
                     Total inventories                5,347,506       3,929,330

  Refundable income taxes                               607,208         314,284
  Prepaid expenses and other current assets             554,497         440,597
  Deferred income taxes                                  79,960          79,269
                                                   ------------    ------------

Total current assets                                  9,459,853       8,357,727

Other assets:
  Goodwill, net of accumulated amortization
    of $52,553 in 1999 and $13,000 in 1998              472,984         512,399
  Other assets                                        1,001,017         703,623
                                                   ------------    ------------

Total other assets                                    1,474,001       1,216,022

Property, plant and equipment:
            Land                                        829,222         829,222
            Building                                  8,338,821       8,201,744
            Machinery & equipment                     3,826,702       2,783,923
            Office equipment                            462,265         446,205
            Computer equipment & software             1,801,791       1,676,372
            Construction in progress                       --           235,511
                                                   ------------    ------------
                                                     15,258,801      14,172,977
Less: Accumulated depreciation                       (4,282,755)     (3,493,754)
                                                   ------------    ------------
          Net property, plant and equipment          10,976,046      10,679,223
                                                   ------------    ------------

Total assets                                       $ 21,909,900    $ 20,252,972
                                                   ============    ============

See notes to financial statements.










                                       9
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

                                                   September 30    December 31
                                                       1999            1998
                                                   ------------    ------------
                                                    (unaudited)     (see notes)
Liabilities and stockholders' equity

Current liabilities:
  Accounts payable and accrued expenses:
            Trade accounts payable                 $  4,147,329    $  3,568,334
            Distributors commissions payable          1,426,755       1,172,164
            Sales taxes payable                         186,419         221,377
            Interest expense payable                     29,894          27,851
            Payroll and payroll taxes payable           194,332         114,906
            Other accrued expenses                      201,799          85,123
                                                   ------------    ------------
Total accounts payable and accrued expenses           6,186,528       5,189,755

    Income taxes payable                                  1,805          55,258
    Borrowings under line of credit                   1,711,948         313,825
    Current maturities of long-term debt
       and capital lease obligations                    613,267         508,362
    Unearned income                                       5,706         107,695
                                                   ------------    ------------

  Total current liabilities                           8,519,254       6,174,895

Capital lease obligations,
  less current maturities                               343,449         373,455
Long-term debt, less current maturities               5,114,846       5,216,107
Other non-current liabilities                           304,106         148,349

Stockholders' equity:
  Common stock, no par value;
    20,000,000 shares authorized;
    9,619,102 shares outstanding
    as of 9/30/99 and 9,653,502 shares
    outstanding as of 12/31/98                        9,178,645       9,179,764
  Notes receivable-officers and directors               (39,886)        (44,746)
  Retained deficit                                   (1,158,574)       (354,195)
  Foreign currency translation adjustment              (351,940)       (440,657)
                                                   ------------    ------------

Total stockholders' equity                            7,628,245       8,340,166
                                                   ------------    ------------


Total liabilities and stockholders' equity         $ 21,909,900    $ 20,252,972
                                                   ============    ============

See notes to financial statements.












                                       10
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                 Three months ended September 30     Nine months ended September 30
                                                                        1999            1998               1999            1998
                                                                   ------------    ------------       ------------    ------------
                                                                    (unaudited)     (unaudited)        (unaudited)     (unaudited)


<S>                                                                <C>             <C>                <C>             <C>
Sales at suggested retail                                          $ 21,949,007    $ 18,308,241       $ 69,437,840    $ 55,327,659
  Less: distributor allowances on product purchases                   4,982,390       5,729,439         15,813,749      18,477,538
                                                                   ------------    ------------       ------------    ------------

Net sales                                                            16,966,617      12,578,802         53,624,091      36,850,121

Costs and expenses:
  Cost of products sold                                               8,981,652       3,727,590         27,969,050       8,151,181
  Distributor royalties and commissions                               3,551,871       4,066,766         11,742,671      12,956,205
  Selling, general and administrative                                 4,883,658       4,547,989         14,683,105      13,417,909
                                                                   ------------    ------------       ------------    ------------

Total costs and expenses                                             17,417,181      12,342,345         54,394,826      34,525,295
                                                                   ------------    ------------       ------------    ------------

Income/(loss) from operations                                          (450,564)        236,457           (770,735)      2,324,826

Other income (expense):
  Interest income                                                        19,472          32,842             81,172          99,605
  Interest expense                                                     (154,410)       (132,380)          (425,103)       (372,628)
  Other income/(expense)                                                 21,399         (14,728)            65,779         (54,198)
                                                                   ------------    ------------       ------------    ------------

Income/(loss) before income taxes                                      (564,103)        122,191         (1,048,887)      1,997,605
Provision/(benefit) for income taxes                                   (213,910)         48,904           (398,577)        779,066
                                                                   ------------    ------------       ------------    ------------

Net income/(loss)                                                  ($   350,193)   $     73,287       ($   650,310)   $  1,218,539
                                                                   ============    ============       ============    ============

Earnings/(loss) per common share                                   ($      0.04)   $       0.01       ($      0.07)   $       0.13
                                                                   ============    ============       ============    ============

Earnings/(loss) per common share - assuming dilution               ($      0.04)   $       0.01       ($      0.07)   $       0.12
                                                                   ============    ============       ============    ============
</TABLE>

See notes to financial statements.






                                       11
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>
                                                                   Nine months ended September 30
                                                                         1999           1998
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Operating activities:
Net income/(loss)                                                    ($  650,310)   $ 1,218,539
Adjustments to reconcile net income/(loss) to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                                        819,877        557,173
    Provision for losses on accounts receivable                             --            7,000
    Foreign currency translation (gain) loss                             (24,108)       106,705
    (Increase) decrease in accounts and notes receivable                (430,084)       (12,220)
    (Increase) decrease in inventories                                (1,385,238)    (2,225,590)
    (Increase) decrease in refundable income taxes                      (397,969)      (394,068)
    (Increase) decrease in prepaid expenses
      and other current assets                                          (102,723)      (152,204)
    (Increase) decrease in other assets                                 (306,232)           958
    Increase in accounts payable and accrued expenses                  1,092,281      2,542,523
    Increase (decrease) in income taxes payable                           49,607         10,338
    Increase (decrease) in unearned income                              (102,018)        78,655
                                                                     -----------    -----------

Net cash provided by (used in) operating activities                   (1,436,917)     1,737,809

Investing activities:
Purchase of property, plant and equipment                               (966,258)    (1,370,165)
                                                                     -----------    -----------

Net cash used in investing activities                                   (966,258)    (1,370,165)

Financing activities:
Net borrowings under line of credit                                    1,398,123           --
Proceeds from long-term borrowings                                       300,000        471,486
Principal payments on long-term borrowings                              (311,094)      (239,257)
Principal payments under capital lease obligations                      (119,555)       (39,152)
Dividends paid                                                           (96,505)      (240,963)
Proceeds from notes receivable assumed from issuance
  of common stock from exercise of options                                 4,860          2,315
Purchase of treasury stock                                               (58,682)          --
                                                                     -----------    -----------

Net cash provided by financing
  activities                                                           1,117,147        (45,571)
Effect of exchange rate changes on cash
  and cash equivalents                                                    79,582       (213,734)
                                                                     -----------    -----------

Increase (decrease) in cash and cash
  equivalents                                                         (1,206,446)       108,339
Cash and cash equivalents at beginning
  of period                                                            2,816,804      2,426,426
                                                                     -----------    -----------

Cash and cash equivalents at end of period                           $ 1,610,358    $ 2,534,765
                                                                     ===========    ===========

</TABLE>
See notes to financial statements








                                       12
<PAGE>

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

September 30, 1999

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  nine-month  period  ended
          September 30, 1999 are not necessarily  indicative of the results that
          may be expected for the year ended December 31, 1999.

          The balance  sheet at  December  31,  1998 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 priciples 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, 1998.


Note 2--  Earnings per Share

          The following  table sets forth the  computation  of basic and diluted
          earnings per share:
<TABLE>
<CAPTION>
                                                               Three months ended September 30      Nine months ended September 30
                                                                       1999            1998                1999              1998
                                                               ------------------------------        ----------------------------
<S>                                                                 <C>               <C>               <C>            <C>
         Numerator:
          Numerator for basic and diluted
             earnings per share--net income/(loss)                  ($350,193)        $73,287           ($650,310)     $1,218,539
          Denominator:
           Denominator per basic earnings per
             share--weighted average shares                         9,649,000       9,643,000           9,649,000       9,643,000
           Effect of dilutive securities:
             Employee stock options and other warrants                117,000         568,000             117,000         568,000
                                                               ------------------------------        ----------------------------

             Denominator for diluted earnings per
               share--adjusted weighted average shares              9,766,000      10,211,000           9,766,000      10,211,000
                                                               ==============================        ============================

          Basic earnings/(loss) per share                              ($0.04)          $0.01              ($0.07)          $0.13
                                                               ==============================        ============================
          Diluted earnings/(loss) per share                            ($0.04)          $0.01              ($0.07)          $0.12
                                                               ==============================        ============================
</TABLE>


Note 3--  Comprehensive Income

          Total  comprehensive  income/(loss)  was ($397,559) and ($561,593) for
          the  three   months  and  nine  months  ended   September   30,  1999,
          respectively.  For the three and nine months ended September 30, 1998,
          comprehensive income/(loss) was ($9,025) and $1,027,684, respectively.
          The  Company's  only  component of other  comprehensive  income is the
          foreign currency translation adjustment.


                                       13
<PAGE>



Note 4--  Segment Information

<TABLE>
<CAPTION>
                                                        Three months ended                            Three months ended
                                                        September 30, 1999                            September 30, 1998
                                                        ------------------                            ------------------
                                                     Network       Manufacturing                   Network       Manufacturing
                                                    marketing      and packaging                  marketing      and packaging
                                                  -------------------------------               -------------------------------
<S>                                                 <C>               <C>                        <C>                <C>
          Net sales to external customers           9,729,566         7,237,051                  10,936,232         1,642,570
          Intersegment net sales                           --         1,392,638                          --         1,626,509
          Segment profit/(loss)                       361,553          (432,945)                    882,826          (227,402)
</TABLE>


<TABLE>
<CAPTION>
                                                         Nine months ended                             Nine months ended
                                                        September 30, 1999                            September 30, 1998
                                                        ------------------                            ------------------
                                                     Network       Manufacturing                   Network       Manufacturing
                                                    marketing      and packaging                  marketing      and packaging
                                                  -------------------------------               -------------------------------
<S>                                                <C>               <C>                         <C>                <C>
          Net sales to external customers          31,056,509        22,567,582                  34,877,448         1,972,673
          Intersegment net sales                           --         4,677,551                          --         5,445,162
          Segment profit/(loss)                     1,320,182          (977,980)                  3,895,245          (410,767)
          Segment assets                           13,370,696         5,790,273                  12,738,487         4,551,303

</TABLE>

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

<TABLE>
<CAPTION>
                                                        Three months ended                             Nine months ended
                                                             September 30                                  September 30
                                                        1999              1998                        1999              1998
                                                    -----------------------------               -------------------------------
<S>                                                   <C>               <C>                         <C>             <C>
          Total profit for reportable segments        (71,392)          655,424                     342,202         3,484,478
          Corporate expenses                         (379,172)         (418,967)                 (1,112,937)       (1,159,652)
          Non operating - net                          40,871            18,114                     146,951            45,407
          Interest expense                           (154,410)         (132,380)                   (425,103)         (372,628)
                                                    -----------------------------               -------------------------------
          Income before income taxes                 (564,103)          122,191                  (1,048,887)        1,997,605
                                                    =============================               ===============================
</TABLE>


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.










                                       14