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, 2004

                           Commission File No. 1-11768

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

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

       136 Chesterfield Industrial Boulevard, Chesterfield, Missouri 63005
               (Address of principal executive offices) (Zip Code)

                                 (636) 537-9715
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

       COMMON STOCK 16,040,170 outstanding Shares as of September 30, 2004

<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, 2004 and Balance Sheet as
            of December 31, 2003.

      2.    Interim Statements of Operations for the three and nine month
            periods ending September 30, 2004 and September 30, 2003.

      3.    Interim Statements of Cash Flows for the nine month periods ending
            September 30, 2004 and September 30, 2003.

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

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

Overview

      The Company produces a line of food products including nutritional
supplements, diet management products, and sports drink mixes. The Company also
sells a line of skin care products. These products are sold by subsidiaries of
the Company to a sales force of independent distributors of the Company that
sell products directly to consumers. The Company and its subsidiaries sell
products to distributors throughout the United States and in Australia/New
Zealand, Canada, Mexico, the United Kingdom/Ireland, the Philippines, Malaysia,
and Singapore. As of September 30, 2004, the Company had approximately 70,800
distributors worldwide.

      The Company receives payment by credit card, personal check, or guaranteed
funds for orders from independent distributors and makes related commission
payments in the following month. The net sales price is the suggested retail
price less the distributor discount of 20 percent to 40 percent of such
suggested retail price. Sales revenue and commission expenses are recorded when
the merchandise is shipped. In the nine-month period ended September 30, 2004,
sales in the United States made up approximately 86% of worldwide net sales,
with the remainder from our international operations. This compares to 86% for
all of 2003. The sales breakdown by country is given in greater detail in the
"Net Sales by Region" table below.

      Cost of products sold primarily consists of expenses related to raw
materials, labor, quality control, and overhead directly associated with the
production and


                                       2
<PAGE>

distribution of products and sales materials, as well as shipping costs, duties,
and taxes associated with product exports.

      Distributor royalties and commissions are paid to Master Affiliates
monthly, based on the sales of their distributor organization in the prior
month. These expenses are governed by the distributor agreements. Also, included
in this expense item are other sales leadership bonuses that are directly
related to the level of sales.

      Selling, general, and administrative expenses include compensation and
benefits, all other selling expenses, marketing, promotional expenses, travel,
and other corporate administrative expenses.

1. Financial Condition

      The Company generated $5,549,000 of net cash during the first nine months
of 2004 from operating activities and used $2,792,000 in financing activities.
This compares to $3,869,000 of net cash provided by operating activities and
$452,000 provided by financing activities in the first nine months of 2003. Cash
and cash equivalents increased by $1,241,000 to $9,144,000 as of September 30,
2004, compared to December 31, 2003.

      Significant changes in working capital items were an increase in inventory
of $1,511,000, an increase in refundable income taxes of $351,000, and an
increase in prepaid expenses and other current assets of $439,000. These were
offset by an increase in accounts payable and accrued expenses of $2,380,000 in
the first nine months of 2004. The increase in inventory is needed to support
the increased sales levels of the Company. The increase in refundable income
taxes is the result of the tax benefit of $1,026,000 from the exercise of
nonqualified options and warrants in the third quarter, net of the income tax
expense recognized in the quarter. The increase in prepaid expenses and other
current assets is due to prepayments for future promotional trips and for policy
payments for various types of business insurance to be expensed over the lives
of the policies. The increase in accounts payable and accrued expenses
corresponds with the increase in inventory, coupled with the increase in
distributor commissions payable at September 30, 2004, compared to December 31,
2003. This increase in distributor commissions payable is the result of higher
worldwide sales in September 2004, compared to December 2003.

      The Company's net investing activities in the first nine months of 2004
consisted of $1,604,000 for capital expenditures, offset by proceeds of $120,000
from the sale of equipment. The majority of these capital expenditures are part
of the previously announced upgrade of the Company's manufacturing facility.
Financing activities in the first nine months of 2004 included the redemption of
the remaining preferred stock issued in 2003 of $975,000, $460,000 in cash
dividends paid on the Company's common stock in May 2004, and $1,294,000 in
purchases of treasury stock. Most of this treasury stock was purchased from
related parties and is described in greater detail in Note 8 of the


                                       3
<PAGE>

Consolidated Financial Statements. The Company also received $257,000 in
proceeds from the exercise of options and warrants.

      Stockholders' equity increased to $15,842,000 at September 30, 2004,
compared with $13,072,000 at December 31, 2003. The increase is primarily due to
the net income in the first nine months of 2004 of the Company, along with the
tax benefit from the exercise of options and warrants as described above. Equity
was reduced by the preferred stock redemption, cash dividends, and treasury
stock purchases described above. Stockholders' equity was also negatively
impacted by the slight strengthening of the U.S. dollar against some of the
currencies in which the Company has operations during the first nine months of
2004, primarily the Mexican and Philippine pesos. This impact appears in the
form of an increase in the foreign currency translation adjustment, which is
reflected in accumulated other comprehensive loss. This cumulative adjustment
increased from an accumulated loss of $715,000 as of December 31, 2003, to an
accumulated loss of $797,000, as of September 30, 2004.

      The Company's working capital balance was $8,880,000 at September 30,
2004, compared to $7,256,000 at December 31, 2003. The current ratio at
September 30, 2004 was 1.98, compared to 2.01 at previous year-end. In March
2004, the Company renewed the term loan on its headquarters facility of
approximately $3.5 million and extended the maturity of the loan until March
2007. In addition, the Company consolidated other loans related to this building
totaling approximately $350,000 into this renewed loan. The Company also has an
operating line of credit, with a limit based on a collateral-based formula of
accounts receivable and inventory. The maximum borrowing limit is $1,000,000,
with a variable interest rate equal to the prime rate. At September 30, 2004,
the Company had not utilized any of the line of credit, with approximately
$950,000 available under the line based on the Company's borrowing base formula.

      Early in 2004, the Board of Directors approved a capital expenditure plan
of $1 million to upgrade the production equipment in the Company's manufacturing
facility. This upgrade was completed during the third quarter of 2004. As of
September 30, 2004, this equipment had been paid for from cash generated from
operations. Also in May 2004, the Board of Directors declared a three-cent per
common share cash dividend, in what the Company plans to be a semi-annual cash
dividend payment plan. Management believes that the Company's cash flow from
operations, and the borrowing capacity under the line of credit agreement will
be sufficient to meet working capital requirements and fund the capital
expenditure plans for the remainder of 2004 and 2005.

2. Results of Operations

      The Company had net income available to common shareholders of $1,264,000
($0.08 per share basic and $0.07 per share diluted) for the quarter ended
September 30, 2004, compared to net income available to common shareholders of
$1,193,000 ($0.08 per share basic and $0.07 per share diluted) for the same
period in 2003. For the nine months ended September 30, 2004, the Company had
net income available to common


                                       4
<PAGE>

shareholders of $4,094,000 ($0.26 per share basic, $0.24 per share diluted),
compared to $3,079,000 ($0.21 per share basic, $0.18 per share diluted) in the
same period in 2003. Earnings per common share for 2003 have been adjusted for
the Company's five-for-four stock split declared in September 2003. Net sales in
the third quarter of 2004 improved worldwide by 23%, led by a similar increase
in net sales in the United States, the Company's primary market. However,
profitability only increased by 6% during the quarter, as the Company continues
to incur significant expenses related to management's documentation and
assessment of internal control as required by the Sarbanes-Oxley Act of 2002.

      The following table summarizes the net sales by geographic region for the
three-month periods ended September 30, 2004 and 2003.

<TABLE>
<CAPTION>
Net Sales by Region                 Three months ended September 30
(in thousands)                  2004                       2003                 Change from
                               $       % of sales         $       % of sales    prior year   Change in %
                            ---------------------      -------------------------------------------------
<S>                         <C>            <C>         <C>            <C>         <C>             <C>
United States               $20,705         85.7%      $16,875         86.0%      $ 3,830          22.7%
Australia/New Zealand           642          2.7%          529          2.7%          113          21.4%
Canada                          455          1.9%          319          1.6%          136          42.6%
Mexico                          642          2.7%          916          4.7%         (274)        -29.9%
United Kingdom/Ireland          122          0.5%          150          0.8%          (28)        -18.7%
Philippines                     767          3.2%          746          3.8%           21           2.8%
Malaysia/Singapore              839          3.5%           79          0.4%          760           N/A
                            ---------------------      -------------------------------------------------

Consolidated total          $24,172        100.0%      $19,614        100.0%      $ 4,558          23.2%
                            =====================      =================================================
</TABLE>

The following table summarizes the net sales by geographic region for the
nine-month periods ended September 30, 2004 and 2003.

<TABLE>
<CAPTION>
Net Sales by Region                  Nine months ended September 30
(in thousands)                  2004                       2003                 Change from
                               $       % of sales         $       % of sales    prior year   Change in %
                            ---------------------      -------------------------------------------------
<S>                         <C>            <C>         <C>            <C>         <C>             <C>
United States               $61,722         86.3%      $47,933         85.5%      $13,789          28.8%
Australia/New Zealand         1,800          2.5%        1,414          2.5%          386          27.3%
Canada                        1,231          1.7%          892          1.6%          339          38.0%
Mexico                        1,977          2.8%        2,602          4.6%         (625)        -24.0%
United Kingdom/Ireland          411          0.6%          349          0.6%           62          17.8%
Philippines                   2,137          3.0%        2,783          5.0%         (646)        -23.2%
Malaysia/Singapore            2,263          3.2%           79          0.1%        2,184           N/A
                            ---------------------      -------------------------------------------------

Consolidated total          $71,541        100.0%      $56,052        100.0%      $15,489          27.6%
                            =====================      =================================================
</TABLE>


                                       5
<PAGE>

      The following table illustrates the Company's active distributors and
Master Affiliates as of September 30, 2004 and 2003. The total amount of
distributors also includes the Master Affiliates. The Company defines an active
distributor as one that enrolls as a distributor or renews their distributorship
during the prior twelve months. Growth in the number of active distributors and
Master Affiliates is a key factor in continuing the growth of the business.

Active Distributors and Master Affiliates by Region

<TABLE>
<CAPTION>
                                as of 9/30/2004               as of 9/30/2003                   Change in %
                                          Master                        Master                          Master
                        Distributors    Affiliates    Distributors    Affiliates     Distributors     Affiliates
                        --------------------------------------------------------     ---------------------------
<S>                           <C>           <C>             <C>           <C>              <C>            <C>
United States                 46,030        11,120          39,500         7,780            16.5%          42.9%
Australia/New Zealand          2,990           260           2,570           190            16.3%          36.8%
Canada                         1,440           190           1,120           150            28.6%          26.7%
Mexico                         8,000           720           7,000         1,310            14.3%         -45.0%
United Kingdom/Ireland           410            50             430            90            -4.7%         -44.4%
Philippines                    6,710           610          10,080           910           -33.4%         -33.0%
Malaysia/Singapore             5,220           710              70            --             N/A            N/A
                              --------------------------------------------------           ---------------------

Consolidated total            70,800        13,660          60,770        10,430            16.5%          31.0%
                              ==================================================           =====================
</TABLE>

      In the United States, new distributor enrollments, strong retention, and
strong growth in the number of Master Affiliates continue to be factors in the
increased sales in this market. Through the first nine months of 2004,
approximately 17,700 new distributors were enrolled, as compared to
approximately 15,600 in the same period of 2003. Distributor retention was
approximately 59% for the year to date, compared to an historical rate of 55%.
The number of distributors reaching Master Affiliate, the highest level of
discount a distributor can attain, has also continued to improve in the United
States. Through the first nine months of 2004, over 5,100 distributors achieved
Master Affiliate status, as compared to approximately 3,650 in the same period
of 2003. The Company attributes the increase in sales and other sales statistics
in part to the momentum created by the consistency and reinforcement of its
training programs and business opportunity presentations, in the form of
regional distributor conferences and other corporate-sponsored meetings. Also,
the Company held its annual international distributor conference in St. Louis,
Missouri in August 2004 with approximately 6,000 distributors in attendance.
These activities have resulted in more distributors reaching the Master
Affiliate level, who are more experienced and productive distributors.

      During the third quarter of 2004, sales in the Company's international
subsidiaries continue to show mixed results. In aggregate, international sales
increased by 27% to $3,467,000 in the third quarter of 2004, compared to
$2,739,000 in the third quarter of 2003. Sales in the Company's newest markets
of Malaysia and Singapore were $839,000 in the third quarter of 2004, compared
to $79,000 in the same period in 2003. Malaysia opened for business in September
2003 and Singapore in March 2004. For the nine


                                       6
<PAGE>

months ended September 30, 2004, international sales were up 21%, compared to
the same period in 2003.

      Sales in the markets of Canada and Australia/New Zealand increased by 43%
and 21%, respectively, in each of these markets during the third quarter of
2004, versus the same period in 2003. The weakening of the United States dollar
compared to the currencies in these markets accounts for $87,000 of the $249,000
increase in third quarter 2004 sales in these markets. On a constant-dollar
basis, sales in Canada improved by 34% and in Australia/New Zealand by 10% in
the third quarter of 2004, compared to the same period in 2003. Sales in these
markets continues to show improvement as the Company has completed its changes
to the distributor compensation plan and continues to implement its training and
distributor development system in these markets.

      Mexican sales decreased 30% in the third quarter of 2004, compared to the
same period in 2003. Although new distributor enrollments increased by 18% in
the third quarter of 2004, new Master Affiliate qualifications declined by 68%.
Sales in the Philippines in the third quarter of 2004 increased by 3%, compared
to the same period in 2003. These two markets continue to implement changes in
the business model, and these changes have had an impact on the sales in these
markets.

      The following table summarizes selected items from the consolidated
statement of operations, expressed as a percentage of net sales, for the periods
indicated, and should be read in conjunction with the discussion of the
components of the consolidated statements of operations that follow:

<TABLE>
<CAPTION>
   Selected data from the Consolidated       Three Months Ended    Nine Months Ended
   Statements of Operations                     September 30         September 30
                                              2004       2003       2004       2003
                                              -----------------    -----------------
<S>                                           <C>        <C>        <C>        <C>
   Cost of products sold                      17.1%      16.8%      16.8%      17.2%

   Distributor royalties and commissions      39.4%      38.7%      39.7%      38.8%

   Selling, general, and administrative       34.9%      34.0%      33.9%      34.6%

   Provision for income taxes                  3.3%       4.2%       3.8%       3.8%

   Net income                                  5.2%       6.2%       5.7%       5.6%
</TABLE>

      Cost of products sold as a percentage of net sales was 17.1% in the third
quarter of 2004, as compared to 16.8% in the third quarter of 2003. The increase
in the percentage of cost of goods sold is the result of lower production levels
during the third quarter of 2004 while the plant was in a planned shutdown for
the installation of new equipment. Also, the cost of increased analytical
testing procedures required under TGA (Australia) regulations contributed to the
overall COGS percentage increase.

      Distributor royalties and commissions as a percentage of net sales were
39.4% and 38.7% in the third quarter of 2004 and 2003, respectively. These
expenses are


                                       7
<PAGE>

governed by the distributor agreements and are directly related to the level of
sales. The increase is primarily the result of the changes to the distributor
compensation plan in Canada, the United Kingdom, and Australia/New Zealand over
the course of 2003. These changes resulted in commission payments being made on
the full retail value of the products sold, and the full effect of these changes
impacted the first nine months of 2004. Also, as the Company opened up new
markets in Malaysia, last September, and Singapore, in March 2004, those markets
paid commissions on the full retail value of the products at the time of
opening. As a result, more of the Company's international sales are weighted
towards full retail commission payments.

      Selling, general and administrative (SGA) expenses increased $1,758,000 in
the third quarter of 2004, as compared to the third quarter of 2003. SGA
expenses as a percentage of net sales increased to 34.9% in the third quarter of
2004 compared to 34.0% in the third quarter of 2003. A portion of the SGA
increase was the result of the opening of Singapore during 2004 and Malaysia
being open for all of the third quarter of 2004, versus just the month of
September in 2003. SGA expenses were $388,000 for Malaysia and Singapore for the
third quarter of 2004, compared to $101,000 for the third quarter of 2003. On a
consolidated basis, sales expenses represented approximately $547,000 of the
increase. Some of the components were increased credit card fees due to the
higher sales volume; increased conference call expenses, as the Company has
implemented its use of this training and communications tool; and additional
promotional bonuses. Marketing expenses have increased by $101,000, primarily in
promotional trip expenses, newsletter expenses, and salaries; and warehouse and
distribution expenses have increased by $21,000 as the result of higher sales
volumes.

      General and administrative expenses increased by approximately $1,089,000.
The largest single component of this increase was an increase of approximately
$630,000 in accounting fees and other accounting-related services. Most of this
increase is the result of management's documentation and assessment of the
internal control environment required under Section 404 of the Sarbanes-Oxley
Act. Because of the rapid increase in the Company's stock price over the first
six months of 2004, the Company has been classified as an "Accelerated Filer".
As a result, the period of time in which the Company has to perform this
internal control assessment is compressed. The Company will continue to have
expenses on this project in the fourth quarter; however, the expenses are
expected to lower than in the third quarter. Many of these costs will be
one-time expenses, as part of the first year start up and documentation under
the Act. The other key components of the increase are in salaries, fringe
benefit expenses, business insurance, international development expenses,
increased directors' fees, and increases in other costs of being a publicly-held
company.

      The Company recorded income tax expense of $807,000 for the third quarter
of 2004, an effective rate of 39.0%. In the third quarter of 2003, the Company
recorded income tax expense of $815,000, an effective rate of 40.2%. For the
nine months ended September 30, 2004, the Company's effective tax rate was
39.8%, compared to 40.6% in the same period of 2003. The slightly higher rate in
2003 is primarily due to non-deductible losses in some of the Company's foreign
markets, including Malaysia.


                                       8
<PAGE>

Critical Accounting Policies

      A summary of our critical accounting policies and estimates is presented
on page 35 of our 2003 Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 26, 2004. There have been no changes made to those
policies to date in 2004.

Safe Harbor Provision of the Private Securities Litigation Act of 1995 and
Forward Looking Statements.

      The statements contained in Item 2 (Management's Discussion and Analysis
of Financial Condition and Results of Operation) that are not historical facts
may be forward-looking statements (as such term is defined in the rules
promulgated pursuant to the Securities Exchange Act of 1934) that are subject to
a variety of risks and uncertainties. The forward-looking statements are based
on the beliefs of the Company's management, as well as assumptions made by, and
information currently available to the Company's management. Accordingly, these
statements are subject to significant risks, uncertainties and contingencies
which could cause the Company's actual growth, results, performance and business
prospects and opportunities in 2004 and beyond to differ materially from those
expressed in, or implied by, any such forward-looking statements. Wherever
possible, words such as "anticipate," "plan," "expect," "believe," "estimate,"
and similar expressions have been used to identify these forward-looking
statements, but are not the exclusive means of identifying such statements.
These risks, uncertainties and contingencies include, but are not limited to,
the Company's ability to continue to attract, maintain and motivate its
distributors, changes in the regulatory environment affecting network marketing
sales and sales of food and dietary supplements and other risks and
uncertainties detailed in the Company's other SEC filings.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

      The Company is exposed to various market risks, primarily foreign currency
risks and interest rate risks.

      Foreign Currency Risk

      The Company's earnings and cash flows 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 sales and 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


                                       9
<PAGE>

manufactured by the Company for sale to the Company's foreign subsidiaries are
transacted in U.S. dollars.

      The Company enters into foreign exchange forward contracts with a
financial institution to sell Canadian dollars in order to protect against
currency exchange risk associated with expected future cash flows. The Company
has accounted for these contracts as free standing derivatives, such that gains
or losses on the fair market value of these forward exchange contracts are
recorded as other income and expense in the consolidated statements of
operations. The net changes in the fair value of these forward contracts as of
September 30, 2004 was a cumulative expense $87,000. As of September 30, 2004,
the Company had no hedging instruments in place to offset exposure to the
Australian or New Zealand dollars, Mexican or Philippine pesos, or the British
pound.

      There have been no other material changes in market risk exposures during
the first nine months of 2004 that affect the disclosures presented in Item 7A -
"Qualitative and Quantitative Disclosures Regarding Market Risk" on pages 36 and
37 of our 2003 Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 26, 2004.

Item 4. Controls and Procedures

      (a) Evaluation of disclosure controls and procedures. Our principal
executive officer and principal financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2004, have concluded
that, as of such date our disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company would be
made known to them by others within the Company.

      (b) Changes in internal controls. During the third quarter of 2004, there
were no significant changes in our internal controls or in other factors that
could significantly affect the Company's disclosure controls and procedures
subsequent to the date of their evaluation, nor were there any significant
deficiencies or material weaknesses in the Company's internal controls. As a
result, no corrective actions were required or undertaken.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

            Not Applicable.


                                       10
<PAGE>

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
        Securities

            Not applicable.

Item 3. Defaults Upon Senior Securities

            Not applicable.

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

            Not applicable

Item 5. Other Information

      The Certifications of the Chief Executive Officer and the Chief Financial
Officer of Registrant Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
are attached as Exhibits to this Report on Form 10-Q.

Item 6. Exhibits and Reports on Form 8-K

            (a)   Exhibits*

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

                      3.1        Certificate of Incorporation (incorporate by
                                 reference Appendix B of the Form 14A the
                                 Registrant filed April 22, 1999)

                      3.2        By-Laws (incorporate by reference Appendix C of
                                 the Form 14A the Registrant filed April 22,
                                 1999)

                      3.3        Amendment to By-Laws dated March 22, 2001
                                 (incorporate by reference Exhibit 3.3 to the
                                 Form 10-K of the Registrant for year ended
                                 December 31, 2001)

                      10.1       Standby Equity Distribution Agreement dated
                                 February 24, 2004, between the Registrant and
                                 Cornell Capital Partners, LP (incorporate by
                                 reference Exhibit 10.1 to the Form 10-Q of the
                                 Registrant for quarter ended March 31, 2004)

                      10.2       Registration Rights Agreement dated February
                                 24, 2004, between the Registrant and Cornell
                                 Capital Partners, LP (incorporate by reference
                                 Exhibit 10.2 to the Form 10-Q of the Registrant
                                 for quarter ended March 31, 2004)


                                       11
<PAGE>

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

                      10.3       Escrow Agreement between Registrant, Cornell
                                 Capital Partners, LP and Butler Gonzalez LLP
                                 (incorporate by reference Exhibit 10.3 to the
                                 Form 10-Q of the Registrant for quarter ended
                                 March 31, 2004)

                      31.1       Sarbanes-Oxley Act Section 302 Certifications
                                 for Robert L. Montgomery

                      31.2       Sarbanes-Oxley Act Section 302 Certification
                                 for David G. Kreher

                      32.1       Sarbanes-Oxley Act Section 906 Certification
                                 for Robert L. Montgomery, President, Chief
                                 Executive Officer

                      32.2       Sarbanes-Oxley Act Section 906 Certification
                                 for David G. Kreher, Chief Financial Officer

* Also incorporated by reference the Exhibits filed as part of the SB-18
Registration Statement of the Registrant, effective November 5, 1985, and
subsequent periodic filings.


                                       12
<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 8, 2004                 RELIV' INTERNATIONAL, INC.


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


                                        By: /s/ David G. Kreher
                                            --------------------------------
                                            David G. Kreher, Chief
                                            Financial Officer


                                       13
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                          September 30        December 31
                                                               2004               2003
                                                           -----------        -----------
                                                           (unaudited)
<S>                                                        <C>                <C>
Assets

Current assets:
  Cash and cash equivalents                                $ 9,143,714        $ 7,902,508
  Accounts and notes receivable, less allowances of
    $7,600 in 2004 and $8,600 in 2003                          711,707            751,887
  Accounts due from employees and distributors                 106,706             72,846
  Inventories
          Finished goods                                     3,611,745          3,171,185
          Raw materials                                      2,110,706          1,047,068
          Sales aids and promotional materials                 443,972            452,066
                                                           -----------        -----------
                     Total inventories                       6,166,423          4,670,319

  Refundable income taxes                                      351,452                 --
  Prepaid expenses and other current assets                  1,162,270            727,939
  Deferred income taxes                                        293,754            296,164
                                                           -----------        -----------
Total current assets                                        17,936,026         14,421,663

Other assets                                                 1,117,747            793,091
Accounts due from employees and distributors                   185,294             52,291

Property, plant and equipment:
            Land                                               829,222            829,222
            Building                                         8,928,155          8,801,913
            Machinery & equipment                            4,877,180          3,926,613
            Office equipment                                 1,073,540          1,093,106
            Computer equipment & software                    2,577,528          2,564,055
                                                           -----------        -----------
                                                            18,285,625         17,214,909
Less: Accumulated depreciation                               8,209,667          7,801,038
                                                           -----------        -----------
          Net property, plant and equipment                 10,075,958          9,413,871
                                                           -----------        -----------

Total assets                                               $29,315,025        $24,680,916
                                                           ===========        ===========
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                     September 30          December 31
                                                                         2004                 2003
                                                                     ------------         ------------
                                                                     (unaudited)
<S>                                                                  <C>                  <C>
Liabilities and stockholders' equity

Current liabilities:
  Accounts payable and accrued expenses:
            Trade accounts payable and other accrued expenses        $  4,041,487         $  2,778,898
            Distributors commissions payable                            3,507,121            2,701,542
            Sales taxes payable                                           465,365              446,872
            Interest expense payable                                       18,000               42,808
            Payroll and payroll taxes payable                             697,285              626,665
                                                                     ------------         ------------
Total accounts payable and accrued expenses                             8,729,258            6,596,785

    Income taxes payable                                                       --              147,520
    Current maturities of long-term debt                                  326,725              421,063
                                                                     ------------         ------------
  Total current liabilities                                             9,055,983            7,165,368

Noncurrent liabilities:
Long-term debt, less current maturities                                 3,439,111            3,700,138
Deferred income taxes                                                      77,000               77,000
Other non-current liabilities                                             901,198              666,032
                                                                     ------------         ------------
Total noncurrent liabilities                                            4,417,309            4,443,170

Stockholders' equity:
  Preferred stock, par value $.001 per share; 3,000,000
   shares authorized; -0- shares issued and outstanding
   as of 9/30/2004; 97,500 shares issued and outstanding                       --              975,000
   as of 12/31/2003
  Common stock, par value $.001 per share; 30,000,000
   authorized; 16,042,907 shares issued and 16,040,170
   shares outstanding as of 9/30/2004; 15,143,961 shares
   issued and 15,141,224 shares outstanding as of 12/31/2003               16,043               15,144
  Additional paid-in capital                                           20,786,453           18,684,338
  Accumulated deficit                                                  (4,154,653)          (5,878,869)
  Accumulated other comprehensive loss:
  Foreign currency translation adjustment                                (797,402)            (714,527)
  Treasury stock                                                           (8,708)              (8,708)
                                                                     ------------         ------------

Total stockholders' equity                                             15,841,733           13,072,378
                                                                     ------------         ------------

Total liabilities and stockholders' equity                           $ 29,315,025         $ 24,680,916
                                                                     ============         ============
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations
(unaudited)

<TABLE>
<CAPTION>
                                                          Three months ended September 30          Nine months ended September 30
                                                              2004               2003                2004                2003
                                                         -------------       -------------       -------------       -------------
<S>                                                      <C>                 <C>                 <C>                 <C>
Sales at suggested retail                                $  34,654,446       $  27,160,056       $ 102,794,387       $  79,424,022
  Less: distributor allowances on product purchases         10,482,388           7,546,330          31,253,292          23,372,199
                                                         -------------       -------------       -------------       -------------

Net sales                                                   24,172,058          19,613,726          71,541,095          56,051,823

Costs and expenses:
  Cost of products sold                                      4,139,646           3,300,127          11,994,551           9,616,540
  Distributor royalties and commissions                      9,534,381           7,599,097          28,417,457          21,768,802
  Selling, general and administrative                        8,433,789           6,675,449          24,269,000          19,368,226
                                                         -------------       -------------       -------------       -------------

Total costs and expenses                                    22,107,816          17,574,673          64,681,008          50,753,568
                                                         -------------       -------------       -------------       -------------

Income from operations                                       2,064,242           2,039,053           6,860,087           5,298,255

Other income (expense):
  Interest income                                               28,849              22,753              77,202              62,657
  Interest expense                                             (65,621)            (50,422)           (177,523)           (188,430)
  Other income/(expense)                                        43,662              16,269              65,880              77,773
                                                         -------------       -------------       -------------       -------------

Income before income taxes                                   2,071,132           2,027,653           6,825,646           5,250,255
Provision for income taxes                                     807,000             815,000           2,719,000           2,129,000
                                                         -------------       -------------       -------------       -------------

Net income                                                   1,264,132           1,212,653           4,106,646           3,121,255

Preferred dividends accrued and paid                                --              19,516              12,292              42,016
                                                         -------------       -------------       -------------       -------------

Net income available to common shareholders              $   1,264,132       $   1,193,137       $   4,094,354       $   3,079,239
                                                         =============       =============       =============       =============

Earnings per common share - Basic                        $        0.08       $        0.08       $        0.26       $        0.21
                                                         =============       =============       =============       =============
Weighted average shares                                     15,846,000          14,956,000          15,473,000          14,954,000
                                                         =============       =============       =============       =============

Earnings per common share - Diluted                      $        0.07       $        0.07       $        0.24       $        0.18
                                                         =============       =============       =============       =============
Weighted average shares                                     16,974,000          17,120,000          17,069,000          16,956,000
                                                         =============       =============       =============       =============
</TABLE>

2003 earnings per common share and weighted average shares have been adjusted
for the five-for-four stock split declared in September 2003.

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>
                                                                      Nine months ended September 30
                                                                          2004              2003
                                                                      -----------       -----------
<S>                                                                   <C>               <C>
Operating activities:
Net income                                                            $ 4,106,646       $ 3,121,255
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation                                                          818,814           693,097
    Compensation expense for warrants granted                              58,417            67,550
    Tax benefit from exercise of options and warrants                   1,026,204                --
    Deferred income taxes                                                      --             8,206
    Foreign currency transaction (gain)/loss                              (29,313)           18,153
    (Increase) decrease in accounts and notes receivable                 (135,997)           28,969
    (Increase) decrease in inventories                                 (1,511,459)       (1,450,535)
    (Increase) decrease in refundable income taxes                       (351,452)            7,998
    (Increase) decrease in prepaid expenses
      and other current assets                                           (438,510)         (359,165)
    (Increase) decrease in other assets                                  (227,306)         (130,890)
    Increase (decrease) in accounts payable and accrued expenses        2,380,099         1,793,022
    Increase (decrease) in income taxes payable                          (147,204)           71,821
                                                                      -----------       -----------

Net cash provided by operating activities                               5,548,939         3,869,481

Investing activities:
Proceeds from the sale of property, plant and equipment                   119,615            79,429
Purchase of property, plant and equipment                              (1,603,633)         (738,774)
                                                                      -----------       -----------

Net cash used in investing activities                                  (1,484,018)         (659,345)

Financing activities:
Proceeds from long-term borrowings                                             --           124,249
Principal payments on long-term borrowings and
  capital lease obligations                                              (355,690)         (441,594)
Proceeds from sale of common stock                                         48,601                --
Proceeds from sale of preferred stock                                          --         1,500,000
Redemption of preferred stock                                            (975,000)         (525,000)
Preferred stock dividends paid                                            (12,292)          (42,016)
Common stock dividends paid                                              (460,319)               --
Repayment of loans by officers and directors                                   --            36,824
Proceeds from options and warrants exercised                              256,602           166,189
Purchase of stock for treasury                                         (1,293,980)         (366,605)
                                                                      -----------       -----------

Net cash provided by (used in) financing activities                    (2,792,078)          452,047

Effect of exchange rate changes on cash and cash equivalents              (31,637)          106,254
                                                                      -----------       -----------

Increase (decrease) in cash and cash equivalents                        1,241,206         3,768,437

Cash and cash equivalents at beginning of period                        7,902,508         3,437,966
                                                                      -----------       -----------

Cash and cash equivalents at end of period                            $ 9,143,714       $ 7,206,403
                                                                      ===========       ===========
</TABLE>

See notes to financial statements

<PAGE>

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

September 30, 2004

Note 1-- Basis of Presentation

            The accompanying unaudited consolidated financial statements and
            notes thereto have been prepared in accordance with the instructions
            to Form 10-Q and reflect all adjustments which management believes
            necessary (which include only normal recurring accruals) to present
            fairly the financial position, results of operations and cash flows.
            These statements, however, do not include all information and
            footnotes necessary for a complete presentation of financial
            position, results of operations and cash flows in conformity with
            accounting principles generally accepted in the United States.
            Interim results may not necessarily be indicative of results that
            may be expected for any other interim period or for the year as a
            whole. These financial statements should be read in conjunction with
            the audited consolidated financial statements and footnotes included
            in the annual report on Form 10-K for the year ended December 31,
            2003, filed March 26, 2004 with the Securities and Exchange
            Commission.

Note 2-- Reclassifications

            Certain prior year amounts have been reclassified to conform to the
            current year presentation.

Note 3-- Earnings per Share

            The following table sets forth the computation of basic and diluted
            earnings per share:

<TABLE>
<CAPTION>
                                                             Three months ended September 30    Nine months ended September 30
                                                                  2004             2003             2004             2003
                                                             -------------------------------    ------------------------------
<S>                                                            <C>              <C>              <C>              <C>
            Numerator:
              Numerator for basic and diluted
                earnings per share--net income
                available to common shareholders               $ 1,264,132      $ 1,193,137      $ 4,094,354      $ 3,079,239
              Effect of convertible preferred stock:
                Dividends on preferred stock                            --           19,516           12,292           42,016
                                                               ----------------------------      ----------------------------

            Numerator for diluted earnings per share           $ 1,264,132      $ 1,212,653      $ 4,106,646      $ 3,121,255

            Denominator:
              Denominator per basic earnings per
                share--weighted average shares                  15,846,000       14,956,000       15,473,000       14,954,000
              Effect of convertible preferred stock and
                  dilutive securities:
                Convertible preferred stock                             --          413,000           70,000          293,000
                Employee stock options and other warrants        1,128,000        1,751,000        1,526,000        1,709,000
                                                               ----------------------------      ----------------------------

            Denominator for diluted earnings per
              share--adjusted weighted average shares           16,974,000       17,120,000       17,069,000       16,956,000
                                                               ============================      ============================

            Basic earnings per share                           $      0.08      $      0.08      $      0.26      $      0.21
                                                               ============================      ============================
            Diluted earnings per share                         $      0.07      $      0.07      $      0.24      $      0.18
                                                               ============================      ============================
</TABLE>

            2003 earnings per share and weighted average shares have been
            adjusted for the 5-for-4 stock split declared in September 2003.

<PAGE>

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

September 30, 2004

Note 4-- Comprehensive Income

            Total comprehensive income was $1,273,328 and $4,023,771 for the
            three and nine months ended September 30, 2004, respectively. For
            the three and nine months ended September 30, 2003, comprehensive
            income was $1,145,207 and $3,184,114, respectively. The Company's
            only component of other comprehensive income is the foreign currency
            translation adjustment.

Note 5-- Stock-Based Compensation

            The Company accounts for its stock-based compensation plans under
            the recognition and measurement principles of APB Opinion No. 25,
            Accounting for Stock Issued to Employees, and related
            Interpretations. No stock-based employee compensation cost is
            reflected in net income, as all options granted under those plans
            had an exercise price equal to the market value of the underlying
            common stock on the date of grant. The following table illustrates
            the effect on net income and earnings per share if the Company had
            applied the fair value recognition provisions of FASB Statement No.
            123, Accounting for Stock-Based Compensation, to stock-based
            employee compensation.

<TABLE>
<CAPTION>
                                                                 Three months ended September 30   Nine months ended September 30
                                                                       2004            2003            2004            2003
                                                                 -------------------------------   ------------------------------
<S>                                                                 <C>             <C>             <C>             <C>
            Basic:
              Net income available to common
                shareholders, as reported                           $1,264,132      $1,193,137      $4,094,354      $3,079,239
            Deduct: Total stock-based employee compensation
              expense determined under fair value based method
              for all awards, net of related tax effects                 5,062          91,872          51,390         189,044
                                                                    --------------------------      --------------------------
            Pro forma net income available to
              common shareholders                                   $1,259,070      $1,101,265      $4,042,964      $2,890,195
                                                                    ==========================      ==========================

            Diluted:
              Net income available to common
                shareholders, as reported                           $1,264,132      $1,212,653      $4,106,646      $3,121,255
            Deduct: Total stock-based employee compensation
              expense determined under fair value based method
              for all awards, net of related tax effects                 5,062          91,872          51,390         189,044
                                                                    --------------------------      --------------------------
            Pro forma net income available to
              common shareholders                                   $1,259,070      $1,120,781      $4,055,256      $2,932,211
                                                                    ==========================      ==========================

            Earnings per share:
              Basic--as reported                                    $     0.08      $     0.08      $     0.26      $     0.21
                                                                    ==========================      ==========================
              Basic--pro forma                                      $     0.08      $     0.07      $     0.26      $     0.19
                                                                    ==========================      ==========================

              Diluted--as reported                                  $     0.07      $     0.07      $     0.24      $     0.18
                                                                    ==========================      ==========================
              Diluted--pro forma                                    $     0.07      $     0.07      $     0.24      $     0.17
                                                                    ==========================      ==========================
</TABLE>

            The Company issued 394,420 and 1,179,915 shares for the three and
            nine months ended September 30, 2004, respectively, for stock option
            and warrant exercises. For the three and nine months ended September
            30, 2003, 46,970 and 181,809 shares, respectively, were issued for
            such exercises.

<PAGE>

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

September 30, 2004

Note 6-- Standby Equity Distribution Agreement

            In February 2004, the Company entered into a Standby Equity
            Distribution Agreement ("SEDA") with an investment firm. Under the
            SEDA, the investment firm has committed to provide up to $5 million
            of funding to be drawn down at the Company's discretion by the
            purchase of the Company's common stock. The Company may request up
            to $210,000 in any seven-day period in exchange for issuing shares
            of its common stock to the investment firm. The facility may be used
            in whole or in part entirely at the Company's discretion, subject to
            an effective registration of the related shares. As of September 30,
            2004, no shares have been issued or funds received by the Company
            under this agreement.

Note 7-- Redemption of Preferred Stock

            On March 31, 2003, the Company sold an aggregate of 150,000 shares
            of preferred stock to three officer/directors. The terms of the sale
            of these preferred shares have been previously disclosed in the
            Company's annual report on Form 10-K for the year ended December 31,
            2003.

            In February 2004, the Company redeemed 15,000 shares from each
            officer/director for a total redemption of 45,000 shares at a value
            of $450,000. In April 2004, the Company redeemed the remaining
            17,500 shares from each officer/director for a total redemption of
            52,500 shares at a value of $525,000.

Note 8-- Related Party Tranactions

            In January 2004, the Company purchased a total of 116,564 shares of
            the Company's common stock from three officer/directors and one
            director. The total cost of the purchases was $607,178, for a
            weighted average purchase price of $5.21 per share. In April 2004,
            the Company purchased a total of 75,000 shares of the Company's
            common stock from two officer/directors. The total cost of the
            purchases was $686,802, for a weighted average purchase price of
            $9.16 per share. The price per share of each purchase was based on a
            discount from the market price per share at the time of purchase in
            order to approximate the dilutive impact of their shares on the open
            market.