FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                  For the quarterly period ended March 31, 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 9,650,502 outstanding Shares as of March 31, 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 March 31, 1999 and Balance Sheet as
               of December 31, 1998.

         2.    Interim  Statements  of  Operations  for the three month  periods
               ending March 31, 1999 and March 31, 1998.

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

     Current assets of the Company  increased  during the first quarter of 1999,
to  $9,801,000  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  customers.
Cash and cash  equivalents  decreased by $343,000 to  $2,473,000 as of March 31,
1999 as the result of the increase in accounts receivable and inventory, as well
as equipment acquisitions to be discussed later.

     The Company purchased $589,000 of property,  plant and equipment during the
first quarter of 1999, bringing its total gross property, plant and equipment to
$14,745,000.   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 $1,696,000 from $6,175,000 as of December
31, 1998 to  $7,871,000  as of March 31,  1999.  The primary  components  of the
increase were in trade accounts  payable and  distributor  commissions  payable.
Trade accounts  payable  increased by $1,146,000  from $3,568,000 as of December
31,  1998 to  $4,714,000  as of March  31,  1999.  This  increase  is due to the
increased raw material  inventory  arising from the  manufacturing and packaging
business. Distributor commissions payable increased by $389,000 to $1,561,000 as
of March  31,  1999 due to higher  sales  levels in March  1999 as  compared  to
December 1998.

                                                         








                                       2

<PAGE>




     Long-term debt  increased by $124,000 as the result of the additional  debt
of $300,000  that was incurred  during the quarter.  The increase in the current
maturities of long-term  debt and capital lease  obligations  is due to the same
note.

     Stockholders'  equity  increased from $8,340,000 as of December 31, 1998 to
$8,366,000 as of March 31, 1999.  Equity increased as a result of net income for
the first quarter of $67,000, and as the result of an improvement in the foreign
currency  translation  adjustment  of $62,000 at March 31,  1999 as  compared to
December  31,  1998.  The  Australian,  New  Zealand  and  Canadian  dollars all
strengthened against the US dollar over the course of the first quarter of 1999.
The Company paid out cash dividends of $97,000 in the quarter.

     The  Company's  working  capital  balance has  decreased by $253,000  since
December 31, 1998 to $1,930,000 as of March 31, 1999. The current ratio has also
declined to 1.25 as of March 31, 1999. As of December 31, 1998,  the Company was
in technical  violation of a covenant in a loan  agreement  covering a term loan
from  1996,  as well as its lines of credit.  This  covenant  requires  that the
Company  maintain a current ratio of not less than 1.5. The Company has obtained
a waiver of this covenant  through June 30, 1999,  and is discussing a permanent
modification in this requirement with the lender, as the makeup of the Company's
balance sheet has changed due the increased  business in the  manufacturing  and
packaging segment.


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

     The Company had net income of $67,000,  or $.01 per share,  for the quarter
ended  March 31,  1999,  compared to net income of  $633,000,  or $.07 per share
($.06 per share  diluted),  for the same  period in 1998.  All of the  Company's
operations  experienced  declines in  profitability.  Although  consolidated net
sales increased,  worldwide network marketing sales decreased by 5% and selling,
general and  administrative  expenses increased by $492,000 in the first quarter
of 1999 as compared to the prior year.

     Net sales  improved to $17,695,000 in the first quarter of 1999 as compared
to  $12,277,000 in the prior year. The increase in sales was due to the increase
in sales in the Company's manufacturing and packaging services segment. Sales in
this portion of the business  increased to  $6,208,000  in the first  quarter of
1999,  as  compared  to  $163,000  in the prior  year.  Net sales in the network
marketing  segment  declined  from  $12,118,000  in the first quarter of 1998 to
$11,487,000 in the first quarter of 1999.  Network marketing sales in the United
States  declined  by 3%  from  $10,765,000  in the  first  quarter  of  1998  to
$10,438,000 in the first quarter of 1999.  Sales in the foreign  subsidiaries of
Australia,  New Zealand, Canada, Mexico and the United Kingdom overall decreased
by 22% from  $1,349,000  in the first quarter of 1998 to $1,049,000 in the first
quarter of 1999. The Mexican  operation  experienced an 11% increase in sales in
first quarter 1999.

 

                                                        



 








                                       3

<PAGE>



    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 $6,208,000 in
the first quarter of 1999 from $163,000 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 first 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 unaffiliated  customers is substantially less than margins obtained in
the sales of the  network  marketing  products.  However,  the  Company  has not
achieved the desired level of  profitability  due to labor and other  production
inefficiencies.

     Cost of products sold for the network  marketing segment as a percentage of
net  sales  improved  from  17.5%  in the  first  quarter  of 1998 to  16.7%.  A
by-product  of  the  increased  business  for  unaffiliated   customers  is  the
purchasing power it provides the Company on the materials it uses to manufacture
the network marketing products.

     Distributor  royalties and  commissions as percentage of network  marketing
sales  increased  from  37% in the  first  quarter  of 1998 to 39% in the  first
quarter of 1999.  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  slightly from $120,000 in the first quarter of
1998 to  $130,000  in the  first  quarter  of 1999.  This is the  result  of the
increase in the Company's long-term debt to finance equipment acquisitions.


3.   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.

 
                                                         




                                       4

<PAGE>



     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  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.


                                                     











                                        5

<PAGE>




     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.


4.   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
                   -----------------

     Not Applicable.


     Item 2.       Changes in Securities
                   ---------------------

     Not applicable.


     Item 3.       Defaults Upon Senior Securities
                   -------------------------------

     Not applicable.




                                                        












                                        6

<PAGE>




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

     Not applicable.


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

     Not applicable.
































                                       7
<PAGE>



     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.













































                                        8

<PAGE>



                                   SIGNATURES

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


     Dated: May 14, 1999                   RELIV' INTERNATIONAL, INC.


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




























                                       9
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

                                                      March 31      December 31
                                                         1999           1998
                                                    ------------   ------------
                                                     (unaudited)    (see notes)
Assets

Current assets:
  Cash and cash equivalents                         $  2,473,322   $  2,816,804
  Accounts and notes receivable, less allowances
     of $4,600 in 1999 and $5,000 in 1998              1,128,762        777,443
  Inventories
       Finished goods                                  2,068,803      1,702,359
       Raw materials                                   2,976,365      1,865,649
       Sales aids and promotional materials              375,580        361,322
                                                    ------------   ------------
                     Total inventories                 5,420,748      3,929,330

  Refundable income taxes                                271,257        314,284
  Prepaid expenses and other current assets              427,111        440,597
  Deferred income taxes                                   79,859         79,269
                                                    ------------   ------------

Total current assets                                   9,801,059      8,357,727

Other assets:
  Goodwill, net of accumulated 
       amortization of $26,000                           499,261        512,399
  Other assets                                           807,499        703,623
                                                    ------------   ------------

Total other assets                                     1,306,760      1,216,022

Property, plant and equipment:
       Land                                              829,222        829,222
       Building                                        8,201,920      8,201,744
       Machinery & equipment                           3,532,607      2,783,923
       Office equipment                                  449,588        446,205
       Computer equipment & software                   1,731,743      1,676,372
       Construction in progress                               --        235,511
                                                    ------------   ------------
                                                      14,745,080     14,172,977
Less: Accumulated depreciation                        (3,741,530)    (3,493,754)
                                                    ------------   ------------
          Net property, plant and equipment           11,003,550     10,679,223
                                                    ------------   ------------

Total assets                                        $ 22,111,369   $ 20,252,972
                                                    ============   ============

See notes to financial statements.






                                       10
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

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

Current liabilities:
  Accounts payable and accrued expenses:
       Trade accounts payable                       $  4,713,902   $  3,568,334
       Distributors commissions payable                1,560,590      1,172,164
       Sales taxes payable                               221,078        221,377
       Interest expense payable                           28,552         27,851
       Payroll and payroll taxes payable                 236,100        114,906
       Other accrued expenses                            149,985         85,123
                                                    ------------   ------------
Total accounts payable and accrued expenses            6,910,207      5,189,755

    Income taxes payable                                  37,028         55,258
    Borrowings under line of credit                      228,568        313,825
    Current maturities of long-term debt and
      capital lease obligations                          587,464        508,362
    Unearned income                                      107,705        107,695
                                                    ------------   ------------

  Total current liabilities                            7,870,972      6,174,895

Capital lease obligations, less current maturities       334,994        373,455
Long-term debt, less current maturities                5,340,194      5,216,107
Other non-current liabilities                            199,022        148,349

Stockholders' equity:
  Common stock, no par value;
   20,000,000 shares authorized;
   9,650,502 shares outstanding
   as of 3/31/99 and 9,653,502 shares
   outstanding as of 12/31/98                          9,178,645      9,179,764
  Notes receivable-officers and directors                (43,150)       (44,746)
  Retained earnings                                     (390,276)      (354,195)
  Foreign currency translation adjustment               (379,032)      (440,657)
                                                    ------------   ------------

Total stockholders' equity                             8,366,187      8,340,166
                                                    ------------   ------------


Total liabilities and stockholders' equity          $ 22,111,369   $ 20,252,972
                                                    ============   ============

See notes to financial statements.








                                       11
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations

                                                   Three months ended March 31
                                                       1999            1998
                                                   ------------    ------------
                                                    (unaudited)     (unaudited) 


Sales at suggested retail                          $ 23,774,411    $ 18,724,406
  Less: distributor allowances
          on product purchases                        6,079,100       6,447,549
                                                   ------------    ------------

Net sales                                            17,695,311      12,276,857

Costs and expenses:
  Cost of products sold                               8,074,732       2,254,408
  Distributor royalties and commissions               4,510,775       4,462,740
  Selling, general and administrative                 4,923,829       4,431,779
                                                   ------------    ------------

Total costs and expenses                             17,509,336      11,148,927
                                                   ------------    ------------

Income from operations                                  185,975       1,127,930

Other income (expense):
  Interest income                                        18,800          30,207
  Interest expense                                     (130,398)       (119,541)
  Other income\expense                                   34,233          (3,265)
                                                   ------------    ------------

Income before income taxes                              108,610       1,035,331
Provision for income taxes                               41,622         402,607
                                                   ------------    ------------

Net income                                         $     66,988    $    632,724
                                                   ============    ============

Earnings per common share                          $       0.01    $       0.07
                                                   ============    ============

Earnings per common share - assuming dilution      $       0.01    $       0.06
                                                   ============    ============

See notes to financial statements.










                                       12
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>

                                                                  Three months ended March 31
                                                                      1999             1998
                                                                  -----------      -----------
<S>                                                                  <C>             <C>     
Operating activities:
Net income                                                           $66,988         $632,724
Adjustments to reconcile net income to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                                    257,741          164,948
    Provision for losses on accounts receivable                           --            1,000
    Foreign currency translation (gain) loss                         (21,843)         (17,641)
    (Increase) decrease in accounts and notes receivable            (302,043)          60,327
    (Increase) decrease in inventories                            (1,473,972)          61,424
    (Increase) decrease in refundable income taxes                    (1,933)              --
    (Increase) decrease in prepaid expenses
      and other current assets                                        38,166          (20,268)
    (Increase) decrease in other assets                             (103,754)         211,953
    Increase in accounts payable and accrued expenses              1,717,872          343,133
    Increase (decrease) in income taxes payable                       25,446               --
                                                                  -----------      -----------

Net cash provided by (used in) operating activities                  202,668        1,437,600

Investing activities:
Purchase of property, plant and equipment                           (589,160)        (471,842)
                                                                  -----------      -----------

Net cash provided by (used in) investing activities                 (589,160)        (471,842)

Financing activities:
Net borrowings under line of credit                                  (85,256)              --
Proceeds from long-term borrowings                                   300,000          319,175
Principal payments on long-term borrowings                           (94,188)         (68,440)
Principal payments under capital lease obligations                   (41,084)         (13,734)
Dividends paid                                                       (96,505)         (96,173)
Proceeds from notes receivable assumed from issuance
  of common stock from exercise of options                             1,596               --
Purchase of treasury stock                                            (7,682)              --
                                                                  -----------      -----------

Net cash provided by (used in) financing
  activities                                                         (23,119)         140,828
Effect of exchange rate changes on cash
  and cash equivalents                                                66,129           26,478
                                                                  -----------      -----------

Increase (decrease) in cash and cash
  equivalents                                                       (343,482)       1,133,064
Cash and cash equivalents at beginning
  of period                                                        2,816,804        2,426,426
                                                                  -----------      -----------

Cash and cash equivalents at end of period                        $2,473,322       $3,559,490
                                                                  ===========      ===========
</TABLE>

See notes to financial statements




                                       13
<PAGE>


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

March 31, 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 three-month period ended March 31, 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 March 31
                                                                       1999            1998
                                                                   -----------     -----------
<S>                                                                  <C>             <C>     
               Numerator:
                 Numerator for basic and diluted
                   earnings per share--net income                      $66,988        $632,724
               Denominator:
                 Denominator per basic earnings per
                   share--weighted average shares                    9,651,000       9,624,000
                 Effect of dilutive securities:
                   Employee stock options and other warrants           200,000         651,000
                                                                   -----------     -----------

                   Denominator for diluted earnings per
                     share--adjusted weighted average shares         9,851,000      10,275,000
                                                                   ===========     ===========

               Basic earnings per share                                  $0.01           $0.07
                                                                   ===========     ===========
               Diluted earnings per share                                $0.01           $0.06
                                                                   ===========     ===========
</TABLE>


Note 3--       Comprehensive Income

Total  comprehensive  income was  $128,613  for the three months ended March 31,
1999 and $630,826 for the three months ended March 31, 1998.  The Company's only
component  of other  comprehensive  income is the foreign  currency  translation
adjustment.




                                       14
<PAGE>

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

March 31, 1999



Note 4--       Segment Information

<TABLE>
<CAPTION>
                                                        Three months ended                    Three months ended
                                                          March 31, 1999                        March 31, 1998
                                                    Network        Manufacturing           Network       Manufacturing
                                                   marketing       and packaging          marketing      and packaging
                                                  -------------------------------         ------------------------------

<S>                                                <C>                  <C>                <C>                 <C>    
               Net sales to external customers     11,487,115           6,208,196          12,115,596            161,261
               Intersegment net sales                      --           1,567,162                  --          1,943,859
               Segment profit/(loss)                  649,007             (96,745)          1,528,421            (34,393)
               Segment assets                      13,213,440           6,424,607          11,733,509          1,988,810

</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
                                                       1999          1998
                                                  --------------------------

               Total profit for
                  reportable segments                 552,262      1,494,078
               Corporate expenses                    (366,287)      (366,147)
               Non operating - net                     53,033         26,941
               Interest expense                      (130,398)      (119,541)

                                                  --------------------------
               Income before income taxes             108,610      1,035,331
                                                  ==========================














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