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, 1997

                           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 9,826,385 outstanding Shares as of September 30, 1997

<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, 1997 and Balance Sheet
               as of December 31, 1996.

         2.    Interim  Statements  of  Operations  for the three and nine month
               periods ending September 30, 1997 and September 30, 1996.

         3.    Interim  Statements  of Cash  Flows  for the nine  month  periods
               ending September 30, 1997 and September 30, 1996.

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

         The current assets of the Company increased 5% during the third quarter
1997,  to  $6,853,000  from  $6,553,000  as of December 31, 1996.  Cash and cash
equivalents  increased to $2,419,000  at September  30, 1997 from  $2,109,000 at
December 31,  1996,  as a result of  increased  sales and net profits.  Accounts
receivable  decreased to $746,000 at  September  30, 1997,  from  $1,056,000  at
December 31, 1996, as a result of a decrease in sales of the Company's  contract
packaging services, which are generally paid on 30-day terms. Contract packaging
sales  declined to $238,000 for the third  quarter as compared to  $1,147,000 in
the fourth quarter 1996.  Inventories increased only slightly to $2,823,000 from
$2,762,000 at December 31, 1996. The Company's finished goods inventory declined
during  the  past  quarter  by  $374,000  due  to  limited  utilization  of  the
manufacturing facility as a result of interruptions during the plant expansion.

         Net  property,  plant  and  equipment  increased  to  $7,164,000  as of
September 30, 1997,  as a result of the  expansion of the Company's  facility on
land the  Company  owns  adjacent  to its  existing  building  in  Chesterfield,
Missouri. The Company entered into a construction agreement on May 9, 1997, that
includes  expanding  office,  warehousing  and  manufacturing  areas  by  adding
approximately 90,000 square feet of space to its facility. The expansion project
is anticipated to cost $5 to $6 million and will be financed with cash generated
through  operations and bank debt. The expansion  project was  approximately 50%
completed as of September 30, 1997,  and has an anticipated  occupation  date of
mid-December, 1997.










                                        2

<PAGE>



         Current liabilities decreased to $3,826,000 at September 30, 1997, from
$3,866,000 at December 31, 1996. Trade accounts payable  decreased to $1,387,000
from  $1,689,000  at  December  31,  1996,  as a result of cash  generated  from
operations.  Distributor  commissions payable increased $478,000 as sales volume
in September, 1997, increased as compared to December, 1996.

         Long-term  debt  increased to $3,166,000  at September  30, 1997,  from
$1,465,000 at December 31, 1996, as the Company  utilized  $1,881,000 of a total
bank  commitment  of  $4,400,000  to finance the  construction  of its  facility
expansion.

         The Company's  working  capital  balance has improved by $341,000 since
December 31, 1996, with a current ratio of 1.79 due to the net profits generated
from operations.  The Company anticipates that its cash, working capital balance
and  established  credit  will be adequate  to meet its  operating  needs in the
future, based on current and projected revenue levels.


     2.  Result of Operations
         --------------------

         The Company had a net profit of  $282,000  and $.03 per share  earnings
for the quarter ended  September 30, 1997,  compared to a net profit of $338,000
and $.03 per share earnings for the same period in 1996, both on a fully diluted
basis.  Net sales for the period  increased to  $11,480,000  from  $9,934,000 in
1996.  Net sales in the third quarter 1997,  comprised of $11,242,000 in network
marketing  sales and  $238,000 in contract  packaging  services,  as compared to
$9,195,000  in  network  marketing  sales and  $739,000  in  contract  packaging
services in 1996.

         The  increase  in  net  sales  from  network  marketing  activities  to
$11,242,000  in the third quarter of 1997,  was primarily due to a 32% growth in
net sales in the United  States to $9,970,000 as compared to $7,560,000 in 1996.
The distributor  sales force in the United States grew with an increase of 9% in
new sign-ups.  Distributor retention in the United States remained strong as 51%
of the required  distributors renewed their distributorship in the third quarter
1997.  Distributors  are  required to renew their  distributorship  each year by
paying a $20 renewal  fee.  The number of product  orders  increased by 44% over
1996 levels. Net sales in the international operations,  comprised of Australia,
Canada,  Mexico, New Zealand and the United Kingdom,  decreased 22% over 1996 to
$1,272,000.  The Company is allocating  additional sales and marketing resources
to the international  markets to facilitate an increase in sales. The Company is
currently  searching  for a sales  manager  for the  Australia  and New  Zealand
operations which has been operating without a sales manager since May 1997.

         Cost of network  marketing  products sold as a percentage of net sales,
was 20.6% for the third quarter of 1997, compared to 18.5% in the same period of
1996. The decline in gross margin is a result of inventory  losses and increased
operating costs caused by the United Parcel Service strike in which nearly 2,500
cases of product were replaced due to lost or  undelivered  product.  During the
strike the Company relied on alternative  methods of delivery which proved to be
less  dependable.  This problem was corrected  with the settlement of the United
Parcel Service strike. In addition, as stated above under "Financial Condition,"
the  result of the  reduced  level of  finished  goods  manufacturing  caused by
interruptions during the facility expansion, created higher unallocated









                                        3

<PAGE>



overhead  costs.  Completion of the facility  expansion  project and a return to
previous production levels should improve the Company's gross margin.

         The Company provides contract packaging  services,  including blending,
processing  and  packaging  food  products  in  accordance  with  specifications
provided by its  customers.  Net sales from  contract  services  declined in the
third quarter of 1997, as compared to the same quarter in 1996,  due to the loss
of a substantial customer. This decline negatively effected the gross margin due
to the inability to reduce overhead cost to offset the decline in net sales. The
Company is taking action to replace the lost  contract  packaging  income,  plus
reduce operating expenses to a level necessary to support the current income.

         Distributor  royalties and  commissions  remained  constant at 36.8% of
network  marketing  sales in the third quarter  1997,  compared to 36.9% for the
same period in 1996.  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 $182,000 through the Ambassador  Program, an incentive
program  that rewards  distributors  who have  reached and  personally  assisted
qualified  distributors  to  reach  a  specified  level  of  compensation.   The
Ambassador Program paid $151,000 in the third quarter 1996.

         Selling,  general and administrative  expenses,  as a percentage of net
sales,  increased to 37.7% for the third quarter of 1997, from 36.6% in the same
period in 1996.  In the third  quarter  1997,  the Company  increased  sales and
marketing  activities to support the plans for sales development,  with a strong
emphasis on the  international  markets.  Sales and marketing  related  expenses
increased $691,000 over 1996 levels, to $2,085,000.

         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  reported 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.











                                        4

<PAGE>




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

     Not applicable.


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

     Not applicable.


     Item 6.       Exhibits and Reports on Form 8-K
                   --------------------------------
 
                   (a)     Exhibits*

                           Description                                      No.
                           -----------                                      ---

                           Statement Re: Computation of 
                           Per Share Earnings                               11

                   (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.








                                        5

<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 13, 1997           RELIV' INTERNATIONAL, INC.


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














                                        6

<PAGE>




Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                    September 30    December 31
                                                                        1997            1996
                                                                     (Unaudited)    (see notes)
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Assets

Current Assets:
  Cash and Cash equivalents                                         $  2,419,058    $  2,108,770
  Accounts and notes receivable, less allowances of
    $9,500 in 1997 and $13,000 in 1996                                   746,570       1,056,360
  Inventories
          Finished goods                                               1,511,624       1,219,295
          Raw materials                                                  944,671       1,136,897
          Sales aids and promotional materials                           366,413         405,768
                                                                    ------------    ------------
                     Total inventories                                 2,822,708       2,761,960

  Refundable income taxes                                                184,298          48,949
  Prepaid expenses and other current assets                              618,244         512,031
  Deferred income taxes                                                   62,426          65,000
                                                                    ------------    ------------

Total current assets                                                   6,853,304       6,553,070

Deferred costs                                                            23,412          79,223

Property, plant and equipment:
          Land                                                           790,677         790,677
          Building                                                     2,854,937       2,863,457
          Machinery & equipment                                        1,790,684       1,693,849
          Office equipment                                               365,745         328,780
          Computer equipment & software                                1,456,460       1,245,137
          Construction in progress                                     2,559,284          74,423
                                                                    ------------    ------------
                                                                       9,817,787       6,996,323
Less: Accumulated depreciation                                        (2,654,234)     (2,226,951)
                                                                    ------------    ------------
          Net Property, plant and equipment                            7,163,553       4,769,372
                                                                    ------------    ------------

Total Assets                                                        $ 14,040,269    $ 11,401,665
                                                                    ============    ============
<FN>

Note:  The balance  sheet at December 31, 1996 has been derived from the audited
 financial  statments at that date, but does not include all of the  information
 and footnotes required by generally accepted accounting principles for complete
 statements. 

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






                                       7
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                                    September 30    December 31
                                                                        1997            1996
                                                                     (Unaudited)    (see notes)
                                                                    ------------    ------------

<S>                                                                 <C>             <C>
Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable and accrued expenses
            Trade Accounts Payable                                  $  1,386,991    $  1,688,777
            Distributors commissions payable                           1,542,015       1,064,023
            Sales taxes payable                                          233,689         225,509
            Interest expense payable                                      18,777          13,625
            Payroll and payroll taxes payable                            179,547         391,905
            Other accrued expenses                                       138,398         112,219
                                                                    ------------    ------------
Total accounts payable & accrued expenses                              3,499,417       3,496,058

  Income taxes payable                                                    36,466          65,102
  Notes payable - short term                                                   0               0
  Current maturities of long-term debt and
    capital lease obligations                                            284,999         282,502
  Unearned income                                                          5,023          22,602
                                                                    ------------    ------------

  Total current liabilities                                            3,825,905       3,866,264

Capital lease obligations, less current maturities                        46,941          13,211
Long-term debt, less current maturities                                3,166,323       1,464,868

Stockholders' equity:
  Common stock, no par value; 20,000,000 shares
   authorized; 9,826,385 shares outstanding as of 9/30/97
   and 9,900,529 shares outstanding as of 12/31/96                     9,224,951       9,211,826
  Notes receivable-officers and directors                                 (4,633)         (4,633)
  Retained earnings                                                   (1,376,252)     (2,516,181)
  Foreign currency translation adjustment                               (123,679)         10,970
  Less cost of treasury stock-261,780 shares as of 9/30/97
    and 250,580 shares as of 12/31/96                                   (719,287)       (644,660)
                                                                    ------------    ------------

Total Stockholders' Equity                                             7,001,100       6,057,322
                                                                    ------------    ------------


Total Liabilities and Stockholders' Equity                          $ 14,040,269    $ 11,401,665
                                                                    ============    ============

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

</TABLE>






                                       8
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations
<TABLE>
<CAPTION>


                                                                 Quarter ended September 30            Year to Date September 30
                                                                    1997            1996                 1997            1996
                                                                 (Unaudited)     (Unaudited)          (Unaudited)     (Unaudited)
                                                                 -----------     -----------          -----------     -----------


<S>                                                              <C>             <C>                  <C>             <C>        
Sales at suggested retail                                        $17,449,378     $14,082,399          $54,376,312     $42,914,171
  Less: Distributor allowances on product purchases                5,969,160       4,147,951           18,454,896      14,227,862
                                                                 ------------    ------------         ------------    ------------

Net Sales                                                         11,480,218       9,934,448           35,921,416      28,686,309

Costs and expenses:
  Cost of products sold                                            2,520,523       2,348,313            7,389,443       7,331,330
  Distributor royalties and commissions                            4,141,047       3,389,495           12,855,251       9,475,884
  Selling, general and administrative                              4,327,646       3,630,709           12,876,080      10,358,743
                                                                 ------------    ------------         ------------    ------------

Total Costs and Expenses                                          10,989,216       9,368,517           33,120,774      27,165,957
                                                                 ------------    ------------         ------------    ------------

Income from operations                                               491,002         565,931            2,800,642       1,520,352

Other income (expense):
  Interest income                                                     22,410           9,421               80,726          74,849
  Interest expense                                                   (45,185)        (52,820)            (126,108)       (170,830)
  Other income\expense                                                (3,582)         10,068               23,498          22,477
                                                                 ------------    ------------         ------------    ------------

Income
  before income taxes                                                464,645         532,600            2,778,758       1,446,848
Provision for income taxes                                           182,516         194,416            1,082,959         529,125
                                                                 ------------    ------------         ------------    ------------

Net Income                                                           282,129         338,184            1,695,799         917,723
                                                                 ============    ============         ============    ============

Earnings per common equivalent share                                    0.03            0.03                 0.16            0.09
                                                                 ============    ============         ============    ============


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

</TABLE>














                                       9
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>


                                                                    Nine Months Ended September 30
                                                                        1997                1996
                                                                    (Unaudited)         (Unaudited)
Operating activities
<S>                                                                 <C>                 <C>        
Net Income                                                          $ 1,695,799         $   917,723
Adjustments to reconcile net income to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                                       445,333             458,548
    Provision for losses on accounts receivable                               0              13,000
    Foreign currency translation (gain) loss                             (7,226)             (3,651)
    (Increase) decrease in accounts and notes receivable                312,596             (39,112)
    (Increase) decrease in inventories                                  (99,159)             59,876
    (Increase) decrease in refundable income taxes                     (140,256)             (7,352)
    (Increase) decrease in prepaid expenses
      and other current assets                                         (110,149)           (238,201)
    (Increase) decrease in deferred costs                                50,849              52,334
    Increase (decrease) in accounts payable
      and accrued expenses                                               38,740            (103,108)
    Increase (decrease) in income taxes payable                         (25,321)            148,729
    Increase (decrease) in unearned income                              (17,577)             19,190
                                                                    ------------        ------------

Net cash provided by (used in) operating
  activities                                                          2,143,629           1,277,976

Investing Activities:
Purchase of property, plant and equipment                            (2,751,275)           (556,858)
                                                                    ------------        ------------

Net cash provided by (used in) investing
  activities                                                         (2,751,275)           (556,858)

Financing activities:
Increase in short-term borrowings                                             0             100,000
Proceeds from long-term debt                                          1,880,898             698,467
Principal payments on long-term borrowings
  and line of credit                                                   (164,049)           (119,063)
Principal payments under capital lease
  obligations                                                           (71,690)            (45,747)
Proceeds from stock options exercised                                    13,125                   0
Dividends paid                                                         (290,368)            (46,688)
Purchase of treasury stock                                             (337,127)           (843,503)
                                                                    ------------        ------------

Net cash provided by (used in) financing
  activities                                                          1,030,789            (256,534)
Effect of exchange rate changes on cash
  and cash equivalents                                                 (112,855)             69,839
                                                                    ------------        ------------

Increase (decrease) in cash and cash
  equivalents                                                           310,288             534,423
Cash and cash equivalents at beginning
  of period                                                           2,108,770           1,507,176
                                                                    ------------        ------------

Cash and cash equivalents at end of year                            $ 2,419,058         $ 2,041,599
                                                                    ============        ============

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

</TABLE>






                                       10
<PAGE>
September 30, 1997

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,
1997 are not necessarily  indicative of the results that may be expected for the
year ended December 31, 1997. 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,
1996.


Note 2 -- Stock Dividend

         On January 31, 1997,  the Company  declared a 10 percent stock dividend
on the  Company's  common  stock which was  distributed  on February 28, 1997 to
shareholders of record on February 14, 1997. The dividend was  transferred  from
retained  earnings to common stock in the amount of $5,848,000,  which was based
on the  closing  price  of  $6.50  per  share  on the  declaration  date and was
reflected  in  the  balance  sheet  as of  December  31,  1996.  Average  shares
outstanding and all per share amounts included in the accompanying  consolidated
financial  statements  and  notes are  based on the  increased  number of shares
giving retroactive recognition to the stock dividend.


Note 3 -- Commitments and Long Term Debt

         The Company  began a expansion to its facility on land the Company owns
adjacent to its existing  building in Chesterfield,  Missouri.  The construction
agreement  of May  9,  1997  includes  expanding  the  office,  warehousing  and
manufacturing areas by adding  approximately  90,000 square feet of space to its
facility. The expansion project is anticipated to cost $5 to $6 million and will
be financed with cash generated through operations and bank debt.

         In  September,   1997,  the  Company  obtained  a  loan  commitment  of
approximately $4.4 million for the expansion project.  As of September 30, 1997,
approximately  $1.9 million of the commitment has been utilized and is reflected
in the long-term debt caption of the balance sheet.


Note 4 -- Legal Proceedings

         On May 21, 1997,  Timothy Tobin,  a former  director and officer of the
Company,   filed  a  Demand  for  Arbitration  with  the  American   Arbitration
Association  in St. Louis,  Missouri.  The Demand  claimed  damages in excess of
$750,000  resulting  from  alleged  misrepresentations  made by the  Company  in
connection with a Stock Purchase Agreement and Consulting Agreement entered into
with Mr. Tobin in October 1992. The Company has filed an Answer and Counterclaim
denying  Mr.  Tobin's  allegations  and  claiming  damages in excess of $150,000
resulting from Mr.  Tobin's  breach of warranties  contained in the October 1992
agreements.  The Company  intends to vigorously  defend Mr. Tobin's claim and to
actively pursue its counterclaim.













                                       11