FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                  For the quarterly period ended March 31, 1998

                           Commission File No. 1-11768


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


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


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


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



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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


         COMMON STOCK 9,652,507 outstanding Shares as of March 31, 1998


<PAGE>



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

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

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

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

         2.    Interim  Statements  of  Operations  for the three month  periods
               ending March 31, 1998 and March 31, 1997.

         3.    Interim  Statements  of Cash  Flows for the three  month  periods
               ending March 31, 1998 and March 31, 1997.

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

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

         1.       Financial Condition
                  -------------------

         Current assets of the Company  increased during the first quarter 1998,
to  $7,749,000  from  $6,745,000  as of December 31, 1997,  primarily  due to an
increase in cash and cash equivalents of $1,133,000 to $3,559,000 primarily as a
result of first  quarter  1998 net  income  of  $633,000.  Inventories  declined
slightly to $2,575,000  from $2,643,000 at December 31, 1997, as the Company was
able to improve its inventory turnover rate to 3.5 from 2.9 at year end 1997. An
increase in accounts payable and accrued expenses of $340,000 also attributed to
the increase in cash.

         Net property,  plant and equipment  increased to $9,529,000  during the
first quarter 1998 from $9,221,000 at December 31, 1997 due to construction  and
relocation expenses associated with the expansion of the Company's facility. The
Company  added  approximately  90,000  square feet to its  facility by expanding
office,  warehouse and manufacturing areas. The Company completed its relocation
into the additional space in the first quarter 1998.

         Current  liabilities  increased to $4,208,000  at March 31, 1998,  from
$3,653,000  at December 31, 1997.  Trade  accounts  payable  remained  stable at
$1,423,000 compared to $1,433,000 at December 31, 1997. Distributor  commissions
payable  and  sales  taxes  payable   increased  to  $1,687,000   and  $259,000,
respectively,  at March 31, 1998,  from  $1,327,000 and $192,000 at December 31,
1997 as a result of  increased  sales  volume in March,  1998,  as  compared  to
December, 1997.




                                        2
<PAGE>



         Stockholder  equity  increased by $533,000 to  $7,701,000  at March 31,
1998 and the  Company's  working  capital  balance  improved by  $449,000  since
December 31, 1997,  resulting in a current ratio of 1.84. The improvement is due
to the first quarter net income of the Company. The Company paid a cash dividend
of $96,000 on January 29, 1998. The Company  anticipates that its cash,  working
capital balance and existing credit will be adequate to meet its operating needs
in the future, based on current and projected revenue levels.


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

         The Company had a net profit of  $633,000,  or $.07 per share ($.06 per
share diluted),  for the quarter ended March 31, 1998,  compared to a net profit
of $819,000, or $.09 per share ($.08 per share diluted),  for the same period of
1997. Net sales for the period declined slightly to $12,277,000 from $12,670,000
in 1997.  During  the first  quarter  1998,  net sales  from  network  marketing
activities  increased to $12,118,000  from  $11,919,000 in the same period 1997,
while sales of contract packaging services declined to $159,000 from $751,000 in
1997.

         The decline in contract  packaging services sales in first quarter 1998
as  compared  to the  same  period  in 1997  was due to a loss of a  substantial
customer  whose  business  has not been  replaced.  As a result  of lower  sales
volumes,  direct cost of contract  packaging  services in the first quarter 1998
was 84.7%  compared to 75.8% in the same period 1997.  The Company has increased
efforts to develop new contract packaging services income.

         Net  sales  from  network   marketing   activities  were  comprised  of
$10,765,000  from sales in the United  States and  $1,353,000  from sales of the
foreign  subsidiaries in Australia,  Canada,  Mexico, New Zealand and the United
Kingdom.  This compares to $10,540,000 and $1,379,000 in first quarter 1997. The
distributor  sales force in the United  States,  the Company's  primary  market,
increased 4% in new  sign-ups  and  distributor  renewals  when  compared to the
quarter  ended March 31, 1997.  The number of product  orders during this period
increased by 14% over 1997 levels.

         Cost of network  marketing  products  sold as a percentage of net sales
increased to 17.5% for the first quarter of 1998,  from 16.5% in the same period
in 1997.  The increase in cost is a result of the decline in contract  packaging
services,  which absorbed a portion of the fixed  expenses of the  manufacturing
operation, and the establishment of a reserve for obsolete packaging.

         Distributor  royalties and  commissions  remained  constant at 36.8% of
network  marketing  sales in the first quarter  1998,  compared to 37.0% for the
same period in 1997.  These expenses are governed by the distributor  agreements
and are  directly  related to the level of sales.  The Company pays up to 18% of
sales in royalties and as much as 45% in commissions.  In addition,  the Company
paid royalties of $172,000 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 $180,000 in the first quarter 1997.






                                        3
<PAGE>



         Selling,  general and administrative  expense increased by $51,000,  to
$4,432,000,  in first quarter 1998 compared to the same period in 1997. Expenses
in first quarter 1998 were affected by new overhead  expenses as a result of the
addition to the office,  manufacturing and  warehousefacility,  plus the cost of
relocating the Company's employees into the new facility during the quarter. The
facility was expanded to provide the capacity to meet  anticipated  sales growth
from network marketing activities and to add capabilities  necessary to increase
sales of contract services.

         Interest  expense  increased  during the first  quarter from $38,000 in
1997 to $120,000 in 1998 due to bank debt  necessary to finance the expansion of
the Company's facility.

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



Part II.  OTHER INFORMATION
          -----------------

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

         On April 27, 1998, Robert Lawrence Kelly, former sales/general director
of Reliv'  Canada,  filed a  Statement  of Claim in the Ontario  Court  (General
Division)  against  Reliv' Canada  Company  ("Reliv'  Canada") and Reliv' World,
Inc.("Reliv'  World").  The  Statement  of  Claim  alleges  that Mr.  Kelly  was
wrongfully  discharged  and that Reliv'  World  breached an agreement to grant a
license to Mr.  Kelly for the sale of the  Company's  products  in  Canada.  The
Statement  of Claim seeks  actual  damages for the  wrongful  dismissal,  actual
damages for the breach of contract  and  punitive  damages.  Alternatively,  the
Statement of Claim seeks specific  enforcement of the alleged agreement to grant
the license.  The Company  intends to file an answer refuting the allegations of
the Statement of Claim and filing a counterclaim  based on Mr. Kelly's breach of
his employment agreement with Reliv' Canada.


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

         Not applicable.


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

         Not applicable.


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

         Not applicable.






                                       4

<PAGE>



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

         Not applicable.

 

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

                                    (a)     Exhibits*

                                    (b)     The  Company has not filed a Current
                                            Report during the quarter covered by
                                            this report.

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




































                                        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: May 14, 1998                  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>

                                                       March 31      December 31
                                                         1998            1997
                                                      (unaudited)     (see notes)

<S>                                                   <C>             <C>
Assets
Current Assets:        
  Cash and Cash equivalents                           $  3,559,490    $  2,426,426
  Accounts and notes receivable,
    less allowances of
    $6,200 in 1998 and $7,600 in 1997                      795,704         865,701
  Inventories
      Finished goods                                     1,406,408       1,453,282
      Raw materials                                        813,998         785,706
      Sales aids and promotional materials                 354,352         403,830
                                                      ------------    ------------
                     Total inventories                   2,574,758       2,642,818

  Refundable income taxes                                   20,319          31,303
  Prepaid expenses and other current assets                708,597         688,539
  Deferred income taxes                                     90,371          90,065
                                                      ------------    ------------

Total current assets                                     7,749,239       6,744,852

Deferred costs                                               3,531           4,232

Property, plant and equipment:
      Land                                                 790,677         790,677
      Building                                           7,813,740       2,854,548
      Machinery & equipment                              1,725,138       1,723,482
      Office equipment                                     345,372         303,235
      Computer equipment & software                      1,520,956       1,452,577
      Construction in progress                             196,550       4,797,090
                                                      ------------    ------------
                                                        12,392,433      11,921,609
Less: Accumulated depreciation                          (2,863,394)     (2,700,745)
                                                      ------------    ------------
      Net Property, plant and equipment                  9,529,039       9,220,864
                                                      ------------    ------------

Total Assets                                          $ 17,281,809    $ 15,969,948
                                                      ============    ============

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





                                       7
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                             March 31       December 31
                                                               1998            1997
                                                            (unaudited)     (see notes)

Liabilities and Stockholders' Equity

Current liabilities:
<S>                                                         <C>             <C>
  Accounts payable and accrued expenses
      Trade Accounts Payable                                $  1,423,286    $  1,432,901
      Distributors commissions payable                         1,687,239       1,326,579
      Sales taxes payable                                        258,665         192,130
      Interest expense payable                                    22,895          75,321
      Payroll and payroll taxes payable                          133,309         173,689
      Other accrued expenses                                     104,456          89,511
                                                            ------------    ------------
Total accounts payable & accrued expenses                      3,629,850       3,290,131

    Income taxes payable                                         201,890               0
    Current maturities of long-term debt and
      capital lease obligations                                  371,683         358,124
    Unearned income                                                5,003           5,003
                                                            ------------    ------------

  Total current liabilities                                    4,208,426       3,653,258

Capital lease obligations, less current maturities                31,082          39,105
Long-term debt, less current maturities                        5,340,984       5,109,520

Stockholders' equity:
  Common stock, no par value; 
   20,000,000 shares authorized; 
   9,652,507 shares outstanding as of 3/31/98
   and 9,617,307 shares outstanding as of 12/31/97             9,179,764       9,135,764
  Notes receivable-officers and directors                        (48,633)         (4,633)
  Retained earnings                                           (1,138,014)     (1,673,164)
  Foreign currency translation adjustment                       (291,800)       (289,902)
                                                            ------------    ------------

Total Stockholders' Equity                                     7,701,317       7,168,065
                                                            ------------    ------------


Total Liabilities and Stockholders' Equity                  $ 17,281,809    $ 15,969,948
                                                            ============    ============


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




 
                                      8
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations
<TABLE>
<CAPTION>


                                                                  Three Months ended March 31    
                                                                      1998            1997     
                                                                  (unaudited)     (unaudited)  


<S>                                                              <C>             <C>           
Sales at suggested retail                                        $ 18,724,406    $ 19,072,350  
  Less: Distributor allowances on product purchases                 6,447,549       6,402,199  
                                                                 ------------    ------------  

Net Sales                                                          12,276,857      12,670,151  

Costs and expenses:
  Cost of products sold                                             2,254,408       2,532,245  
  Distributor royalties and commissions                             4,462,740       4,409,149  
  Selling, general and administrative                               4,431,779       4,380,443  
                                                                 ------------    ------------  

Total Costs and Expenses                                           11,148,927      11,321,837  
                                                                 ------------    ------------  

Income from operations                                              1,127,930       1,348,314  

Other income (expense):
  Interest income                                                      30,207          28,435  
  Interest expense                                                   (119,541)        (38,016) 
  Other income\expense                                                 (3,265)         11,473  
                                                                 ------------    ------------  

Income
  before income taxes                                               1,035,331       1,350,206  
Provision for income taxes                                            402,607         531,359  
                                                                 ------------    ------------  

Net Income                                                       $    632,724    $    818,847  
                                                                 ============    ============  

Basic earnings per share                                         $       0.07    $       0.09  
                                                                 ============    ============  

Diluted earnings per share                                       $       0.06    $       0.08  
                                                                 ============    ============  


Weighted average shares of common stock
and common stock equivalents outstanding
  Basic earnings per share                                          9,624,000       9,620,000  
                                                                 ============    ============  

  Diluted earnings per share                                       10,275,000      10,381,000  
                                                                 ============    ============  

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






                                       9
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)
<TABLE>

<CAPTION>
                                                           Three Months Ended March 31
                                                                1998           1997

<S>                                                        <C>            <C>  
Operating activities      
Net Income                                                 $   632,724    $   818,847
Adjustments to reconcile net income to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                              164,948        147,844
    Provision for losses on A/R                                  1,000              0
    Foreign Currency Translation Gain                          (17,641)         7,411
    (Increase) decrease in accounts and notes receivable        60,327        160,145
    (Increase) decrease in inventories                          61,424       (320,107)
    (Increase) decrease in prepaid expenses
      and other current assets                                 (20,268)       130,845
    (Increase) decrease in deferred costs                          511         17,419
    Increase in accounts payable and accrued
      expenses:
                        Trade                                  343,133        520,952
    Increase in income taxes payable                           211,442        258,271
    (Decrease) increase in unearned income                           0        (17,600)
                                                           -----------    -----------

Net cash provided by (used in) operating
  activities                                                 1,437,600      1,724,027

Investing Activities:
Purchase of property, plant and equipment                     (471,842)      (136,784)
                                                           -----------    -----------

Net cash provided by (used in) investing
  activities                                                  (471,842)      (136,784)

Financing activities
Proceeds from long-term debt                                   319,175              0
Principal payments on long-term borrowings
  and line of credit                                           (68,440)       (53,608)
Principal payments under capital lease
  obligations                                                  (13,734)       (16,829)
Dividends Paid                                                 (96,173)       (96,471)
Purchase of treasury stock                                           0       (289,003)
                                                           -----------    -----------

Net cash provided by (used in) financing
  activities                                                   140,828       (455,911)
Effect of exchange rate changes on cash
  and cash equivalents                                          26,478        (24,447)
                                                           -----------    -----------

Increase (decrease) in cash and cash
  equivalents                                                1,133,064      1,106,885
Cash and cash equivalents at beginning
  of period                                                  2,426,426      2,108,770
                                                           -----------    -----------

Cash and cash equivalents at end of period                 $ 3,559,490    $ 3,215,655
                                                           ===========    ===========

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




                                       10
<PAGE>


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

March 31, 1998

Note 1--       Basis of Presentation


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


Note 2--       Earnings per Share

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

                                                         Quarter ended March 31
                                                            1998          1997
                                                        ------------------------
      Numerator:
        Numerator for basic and diluted
          earnings per share--net income                  $632,724      $818,847
      Denominator:
        Denominator per basic earnings per
          share--weighted average shares                 9,624,000     9,620,000
      Effect of dilutive securities:
        Employee stock options and other warrants          651,000       761,000
                                                        ------------------------

        Denominator for diluted earnings per
          share--adjusted weighted average shares       10,275,000    10,381,000
                                                        ========================

      Basic earnings per share                               $0.07         $0.09
                                                        ========================
                                                        
      Diluted earnings per share                             $0.06         $0.08
                                                        ========================


Note 3--       Subsequent Events


In April  1998,  the former  sales/general  director of the  Company's  Canadian
subsidiary filed lawsuit claiming  unlawful  termination and breach of contract.
The  individual  had been  terminated by the Company in March 1998.  The Company
believes the claim is without merit and intends to vigorously  defend itself. At
this time, the outcome of this matter is uncertain and a range of loss cannot be
reasonably estimated.  However,  management believes that the final outcome will
not have a material adverse effect on the financial position of the Company.







                                       11