FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                  For the quarterly period ended June 30, 1998

                           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 9,652,507 outstanding Shares as of June 30, 1998



                       

<PAGE>



Part I.           FINANCIAL INFORMATION
                  ---------------------

         Item 1.   Financial Statements
                   --------------------

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

         1.    Interim Balance Sheet as of June 30, 1998 and Balance Sheet as of
               December 31, 1997.

         2.    Interim  Statements  of  Operations  for the  three and six month
               periods ending June 30, 1998 and June 30, 1997.

         3.    Interim Statements of Cash Flows for the six month periods ending
               June 30, 1998 and June 30, 1997.

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



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

     1.  Financial Condition

     Current assets of the Company at June 30, 1998 increased to $7,754,000 from
$6,745,000 as of December 31, 1997,  primarily due to increases in cash and cash
equivalents and  inventories.  Cash and cash equivalents  increased  $677,000 to
$3,103,000 as a result of 1998 net income of $1,145,000.  Inventories  increased
to $2,968,000 from  $2,643,000 at December 31, 1997,  mainly due to the increase
of $249,000 in raw material inventory to meet higher production  requirements as
compared to year end 1997.

     Net property, plant and equipment increased to $10,030,000 at June 30, 1998
from  $9,221,000  at December 31, 1997 due to completion of the expansion of the
Company's   headquarters   and  related   increases  in  office,   computer  and
manufacturing  equipment.  The Company added approximately 90,000 square feet to
its facility by expanding office, warehouse and manufacturing areas. The Company
began utilizing the additional space in the first quarter 1998.

     Current  liabilities  increased  to  $4,390,000  at  June  30,  1998,  from
$3,653,000 at December 31, 1997. Trade accounts payable  increased to $1,775,000
compared  to  $1,433,000  at  December  31,  1997 as a result  of the  increased
investment in  inventories,  primarily raw  materials.  Distributor  commissions
payable  and  sales  taxes  payable   increased  to  $1,575,000   and  $247,000,
respectively,  at June 30, 1998,  from  $1,327,000  and $192,000 at December 31,
1997,  as a result of  increased  sales  volume in June,  1998,  as  compared to
December, 1997.


     Stockholder's  equity increased by $795,000 to $7,963,000 at June 30, 1998.
The Company's  working capital balance  increased by $273,000 since December 31,
1997,  with a current ratio of 1.77 as compared to 1.85 as of December 31, 1997.





                                        2

<PAGE>



The increase in stockholder's  equity and working capital is due to year to date
net income of the Company. The Company paid cash dividends of $96,000 on January
29, 1998 and $145,000 on June 22, 1998. The Company  anticipates  that its cash,
working  capital  balance  and  existing  credit  will be  adequate  to meet its
operating needs in the future, based on current and projected revenue levels.

     2.  Results of Operations
         ---------------------

     The  Company  had a net  profit of  $513,000,  or $.05 per  share,  for the
quarter ended June 30, 1998,  compared to a net profit of $594,000,  or $.06 per
share,  for the same period of 1997. Net sales for the period improved  slightly
to $11,994,000  from  $11,771,000  in 1997.  During the second quarter 1998, net
sales  from  network   marketing   activities   increased  to  $11,823,000  from
$11,384,000 in the same period 1997, while sales of contract  packaging services
declined to $171,000 from $387,000 in 1997.

     Net sales from network  marketing  activities were comprised of $10,663,000
from  sales  in  the  United  States  and  $1,160,000   from  sales  of  foreign
subsidiaries  in Australia,  Canada,  Mexico,  New Zealand and a licensee in the
United  Kingdom.  This  compares to  $10,042,000  and  $1,342,000  in the second
quarter 1997. The  distributor  sales force in the United States,  the Company's
primary  market,  decreased  5% in new sign-ups and  distributor  renewals  when
compared to the quarter ending June 30, 1997.

     The Company  provides  contract  packaging  services,  including  blending,
processing  and  packaging  food  products  in  accordance  with  specifications
provided by its  customers.  During the expansion of the  Company's  facility in
1997,  efforts to increase  contract  services were decreased until the facility
was  completed.  This resulted in the decline in net sales in the second quarter
1998, as compared to the same period in 1997. The Company has increased  efforts
to develop  new  contract  packaging  services  income  and has begun  providing
services to former  customers.  The Company  anticipates  increases  in contract
services income in the second half of 1998.

     Cost of  network  marketing  products  sold as a  percentage  of net  sales
remained constant at 16.9% for the second quarter of 1998 and the same period in
1997. Cost of goods have remained within the guidelines  established for product
pricing  despite  additional   overhead  realized  with  the  expansion  of  the
manufacturing  facility.  The Company has been able to offset these increases by
lowering raw material costs and improving  manufacturing  controls.  The Company
believes an increase in contract packaging services will improve  utilization of
its facility and therefore lower costs.

     Distributor royalties and commissions declined slightly to 37.4% of network
marketing  sales in the  second  quarter  1998,  compared  to 37.8% for the same
period in 1997.  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.  In  addition,  the
Company  paid  royalties  of $219,000 in second  quarter  1998  through  various
incentive  programs that reward  distributors  who have reached,  and personally
assisted other qualified distributors to reach specified levels of compensation.
These programs paid $253,000 in the second quarter 1997.












                                        3
<PAGE>



     Selling, general and administrative expense increased to $4,438,000, in the
second quarter 1998 compared to $4,168,000 in the same period 1997.  Expenses in
the second  quarter 1998 were  affected by new overhead  expenses as a result of
the addition to the office,  manufacturing and warehouse  facility and increased
efforts and investment  made to improve results in  international  subsidiaries.
The  facility was  expanded to provide the  capacity to meet  anticipated  sales
growth from network  marketing  activities and to add capabilities  necessary to
increase sales of contract packaging services.

     Interest  expense  increased  during  the  period  from  $43,000 in 1997 to
$121,000  in 1998 due to bank debt  necessary  to finance the  expansion  of the
Company's facility.

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



Part II.  OTHER INFORMATION

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

     Not applicable.


     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
               ---------------------------------------------------         

     The Company's  annual meeting of shareholders  was held on May 21, 1998. At
     such meeting, the Company's then Board of Directors was re-elected.


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

     Not applicable.


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

                   (a)     Exhibits*

                   (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.



                                        4
<PAGE>


                                   SIGNATURES





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


         Dated:  August 11, 1998           RELIV' INTERNATIONAL, INC.


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










































                                        5

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                  June 30       December 31
                                                                    1998            1997
                                                                ------------    ------------
                                                                 (unaudited)     (see notes)
Assets

Current Assets:
<S>                                                             <C>             <C>         
  Cash and Cash equivalents                                     $  3,103,247    $  2,426,426
  Accounts and notes receivable, less allowances of
    $6,200 in 1998 and $7,600 in 1997                                890,024         865,701
  Inventories
       Finished goods                                              1,567,316       1,453,282
       Raw materials                                               1,034,924         785,706
       Sales aids and promotional materials                          366,140         403,830
                                                                ------------    ------------
                     Total inventories                             2,968,380       2,642,818

  Refundable income taxes                                            164,311          31,303
  Prepaid expenses and other current assets                          539,813         688,539
  Deferred income taxes                                               88,493          90,065
                                                                ------------    ------------

Total current assets                                               7,754,268       6,744,852

Deferred costs                                                         2,777           4,232

Property, plant and equipment: 
       Land                                                          829,222         790,677
       Building                                                    8,196,446       2,854,548
       Machinery & equipment                                       1,900,013       1,723,482
       Office equipment                                              418,892         303,235
       Computer equipment & software                               1,554,339       1,452,577
       Construction in progress                                      157,525       4,797,090
                                                                ------------    ------------
                                                                  13,056,437      11,921,609
Less: Accumulated depreciation                                    (3,026,875)     (2,700,745)
                                                                ------------    ------------
      Net Property, plant and equipment                           10,029,562       9,220,864
                                                                ------------    ------------

Total Assets                                                    $ 17,786,607    $ 15,969,948
                                                                ============    ============
</TABLE>


See notes to financial statements.
 













                                       6
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                  June 30       December 31
                                                                    1998            1997
                                                                ------------    ------------
                                                                 (unaudited)     (see notes)
Liabilities and Stockholders' Equity

Current liabilities:
<S>                                                               <C>             <C>     
  Accounts payable and accrued expenses
       Trade Accounts Payable                                     $1,775,232      $1,432,901
       Distributors commissions payable                            1,575,045       1,326,579
       Sales taxes payable                                           247,241         192,130
       Interest expense payable                                       24,564          75,321
       Payroll and payroll taxes payable                             234,277         173,689
       Other accrued expenses                                        123,438          89,511
                                                                ------------    ------------
Total accounts payable & accrued expenses                          3,979,797       3,290,131

    Current maturities of long-term debt and
      capital lease obligations                                      367,607         358,124
    Unearned income                                                   42,269           5,003
                                                                ------------    ------------

  Total current liabilities                                        4,389,673       3,653,258

Capital lease obligations, less current maturities                    22,869          39,105
Long-term debt, less current maturities                            5,410,889       5,109,520

Stockholders' equity:
  Common stock, no par value; 20,000,000 shares
   authorized; 9,652,507 shares outstanding as of 3/31/98
   and 9,617,307 shares outstanding as of 12/31/97                 9,179,764       9,135,764
  Notes receivable-officers and directors                            (47,867)         (4,633)
  Retained earnings                                                 (770,276)     (1,673,164)
  Foreign currency translation adjustment                           (398,445)       (289,902)
                                                                ------------    ------------

Total Stockholders' Equity                                         7,963,176       7,168,065
                                                                ------------    ------------


Total Liabilities and Stockholders' Equity                        $17,786,607     $15,969,948
                                                                =============   ============= 


</TABLE>

See notes to financial statements.













                                       7
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations
<TABLE>
<CAPTION>



                                                         Quarter ended June 30          Six Months Ended June 30
                                                          1998            1997            1998            1997
                                                      ------------    ------------    ------------    ------------
                                                      (unaudited)     (unaudited)     (unaudited)     (unaudited)


<S>                                                   <C>             <C>             <C>             <C>         
Sales at suggested retail                             $ 18,295,012    $ 17,854,584    $ 37,019,418    $ 36,926,934
  Less: Distributor allowances on product purchases      6,300,550       6,083,537      12,748,099      12,485,736
                                                      ------------    ------------    ------------    ------------

Net Sales                                               11,994,462      11,771,047      24,271,319      24,441,198

Costs and expenses:
  Cost of products sold                                  2,169,183       2,336,675       4,423,591       4,868,920
  Distributor royalties and commissions                  4,426,699       4,305,055       8,889,439       8,714,204
  Selling, general and administrative                    4,438,141       4,167,991       8,869,920       8,548,434
                                                      ------------    ------------    ------------    ------------

Total Costs and Expenses                                11,034,023      10,809,721      22,182,950      22,131,558
                                                      ------------    ------------    ------------    ------------

Income from operations                                     960,439         961,326       2,088,369       2,309,640

Other income (expense):
  Interest income                                           36,556          29,881          66,763          58,316
  Interest expense                                        (120,707)        (42,907)       (240,248)        (80,923)
  Other income\expense                                     (36,205)         15,607         (39,470)         27,080
                                                      ------------    ------------    ------------    ------------

Income before income taxes                                 840,083         963,907       1,875,414       2,314,113
Provision for income taxes                                 327,555         369,084         730,162         900,443
                                                      ------------    ------------    ------------    ------------

Net Income                                            $    512,528    $    594,823    $  1,145,252    $  1,413,670
                                                      ============    ============    ============    ============

Basic earnings per share                              $       0.05    $       0.06    $       0.12    $       0.15
                                                      ============    ============    ============    ============

Diluted earnings per share                            $       0.05    $       0.06    $       0.11    $       0.14
                                                      ============    ============    ============    ============


Weighted average shares of common stock
and common stock equivalents outstanding
  Basic earnings per share                               9,638,000       9,578,000       9,638,000       9,578,000
                                                      ============    ============    ============    ============

  Diluted earnings per share                            10,277,000      10,423,000      10,277,000      10,423,000
                                                      ============    ============    ============    ============

</TABLE>


See notes to financial statements





                                       8
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30
                                                                        1998           1997
                                                                    -----------    -----------
<S>                                                                 <C>            <C>        
Operating activities
Net Income                                                          $ 1,145,252    $ 1,413,670
Adjustments to reconcile net income to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                                       347,848        291,372
    Provision for losses on accounts receivable                           4,000              0
    Foreign currency translation loss                                    65,219          9,521
    (Increase) decrease in accounts and notes receivable                (43,139)       329,367
    (Increase) decrease in inventories                                 (371,083)      (475,124)
    (Increase) decrease in refundable income taxes                     (145,243)      (228,504)
    (Increase) decrease in prepaid expenses
      and other current assets                                          146,220         50,866
    (Increase) decrease in deferred costs                                   993         29,217
    Increase in accounts payable and accrued
      expenses:                                                         716,322        221,434
    Increase in income taxes payable                                      9,751        (26,222)
    (Decrease) increase in unearned income                               37,279        (16,773)
                                                                    -----------    -----------

Net cash provided by (used in) operating
  activities                                                          1,913,419      1,598,824

Investing Activities:
Purchase of property, plant and equipment                            (1,156,875)      (485,716)
                                                                    -----------    -----------

Net cash provided by (used in) investing
  activities                                                         (1,156,875)      (485,716)

Financing activities
Increase in short-term borrowing                                              0        200,000
Proceeds from long-term debt                                            471,486              0
Principal payments on long-term borrowings
  and line of credit                                                   (157,464)      (108,292)
Principal payments under capital lease
  obligations                                                           (24,921)       (38,656)
Dividends paid                                                         (240,963)      (290,368)
Proceeds from nores receivable assumed from issusance
  of common stock from exercise of options                                  766              0
Purchase of treasury stock                                                    0       (342,316)
                                                                    -----------    -----------

Net cash provided by (used in) financing
  activities                                                             48,904       (579,632)
Effect of exchange rate changes on cash
  and cash equivalents                                                 (128,627)       (78,994)
                                                                    -----------    -----------

Increase (decrease) in cash and cash
  equivalents                                                           676,821        454,482
Cash and cash equivalents at beginning
  of period                                                           2,426,426      2,108,770
                                                                    -----------    -----------

Cash and cash equivalents at end of period                          $ 3,103,247    $ 2,563,252
                                                                    ===========    ===========
</TABLE>

See notes to financial statements


                                       9
<PAGE>

Reliv' International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

June 30, 1998



Note 1--   Basis of Presentation

           The accompanying  unaudited  consolidated  financial  statements have
           been  prepared  in  accordance  with  generally  accepted  accounting
           principles   for   interim   financial   information   and  with  the
           instructions   to  Form  10-Q  and  Article  10  of  Regulation  S-X.
           Accordingly, they do not include all of the information and footnotes
           required by generally  accepted  accounting  principles  for complete
           financial statements.  In the opinion of management,  all adjustments
           (consisting of normal recurring accruals)  considered necessary for a
           fair  presentation  have been  included.  Operating  results  for the
           six-month period  ended June 30, 1998 are  not necessarily indicative
           of the results that may be expected  for the year ended  December 31,
           1998. 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, 1997.



Note 2--   Earnings per Share

           The following  table sets forth the  computation of basic and diluted
           earnings per share:
<TABLE>
<CAPTION>

                                                             Quarter ended June 30      Six months ended June 30
                                                                 1998        1997           1998         1997
                                                            -----------------------     ------------------------
           Numerator:
           <S>                                               <C>         <C>             <C>          <C> 
             Numerator for basic and diluted     
               earnings per share--net income                  $512,528    $594,823      $1,145,252   $1,413,670
           Denominator:
             Denominator per basic earnings per
               share--weighted average shares                 9,638,000   9,578,000       9,638,000    9,578,000
             Effect of dilutive securities:
               Employee stock options and other warrants        639,000     845,000         639,000      845,000
                                                            ------------------------    ------------------------

               Denominator for diluted earnings per
                 share--adjusted weighted average shares     10,277,000  10,423,000      10,277,000   10,423,000
                                                            =======================     ========================

           Basic earnings per share                               $0.05       $0.06           $0.12        $0.15
                                                            =======================     ========================
           Diluted earnings per share                             $0.05       $0.06           $0.11        $0.14
                                                            =======================     ========================
</TABLE>


Note 3--   Subsequent Events

           In May  1998,  the  former  sales/general  manager  of the  Company's
           Canadian subsidiary filed lawsuit claiming unlawful termination.  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 of the Company.



                                       10