FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                  For the quarterly period ended June 30, 1999

                           Commission File No. 1-11768


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


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


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


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



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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


          COMMON STOCK 9,650,502 outstanding Shares as of June 30, 1999


<PAGE>




Part I.           FINANCIAL INFORMATION

         Item 1.   Financial Statements

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

         1.    Interim Balance Sheet as of June 30, 1999 and Balance Sheet as of
               December 31, 1998.

         2.    Interim  Statements  of  Operations  for the  three and six month
               periods ending June 30, 1999 and June 30, 1998.

         3.    Interim Statements of Cash Flows for the six month periods ending
               June 30, 1999 and June 30, 1998.

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




































<PAGE>



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 second quarter of 1999,
to  $11,212,000  from  $8,358,000  as of December  31,  1998,  primarily  due to
increases in accounts  receivable and inventory.  These increases are due to the
increased  sales and  production  of the Company's  manufacturing  and packaging
business.  The increase in inventory is for raw materials  for these  customers.
Cash and cash  equivalents  decreased by $758,000 to  $2,058,000  as of June 30,
1999 as the result of the increase in accounts receivable and inventory, coupled
with the net loss for the second quarter,  as well as equipment  acquisitions to
be discussed later.

     The Company purchased $886,000 of property,  plant and equipment during the
first six months of 1999, bringing its total gross property, plant and equipment
to  $15,181,000.  The  majority  of the  purchases  were  for new  manufacturing
capabilities for its manufacturing and packaging business.  This acquisition was
funded with an additional  long-term  note with the Company's  primary lender of
$300,000.

     Current liabilities  increased by $3,676,000 from $6,175,000 as of December
31,  1998 to  $9,851,000  as of June 30,  1999.  The primary  components  of the
increase were in trade accounts payable and borrowings under the line of credit.
Trade accounts  payable  increased by $2,293,000  from $3,568,000 as of December
31,  1998 to  $5,861,000  as of  June  30,  1999.  This  increase  is due to the
increased raw material inventory as discussed  previously.  Borrowings under the
line of credit






















                                       2

<PAGE>




have increased by $843,000 in order to fund the increase in inventory and as the
result of the net loss for the quarter.

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

     Stockholders'  equity  decreased from $8,340,000 as of December 31, 1998 to
$8,075,000 as of June 30, 1999, partly as a result of the net loss for the first
six months.  The Company  also paid out cash  dividends  of $97,000 in the first
quarter of 1999.  Equity  improved  by  $136,000  as the result of the  improved
foreign currency translation adjustment at June 30, 1999 as compared to December
31,  1998.  The  Australian,  New Zealand and Canadian  dollars,  as well as the
Mexican peso all strengthened against the US dollar over the course of the first
six months of 1999.

     The  Company's  working  capital  balance has  decreased by $822,000  since
December 31, 1998 to $1,361,000 as of June 30, 1999.  The current ratio has also
declined to 1.14 as of June 30,  1999.  During the second  quarter of 1999,  the
Company  restructured its line of credit  arrangements  with its primary lender.
The new line of credit provides a formula-based  borrowing arrangement against a
percentage of accounts receivable and inventory up to a maximum borrowing limit.
The Company  requested this modification in the line of credit, as the makeup of
the  Company's  balance  sheet has  changed  due the  increased  business in the
manufacturing and packaging segment.


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

     The Company had a net loss of $367,000,  or $.04 per share, for the quarter
ended June 30, 1999, compared to net income of $513,000,  or $.05 per share, for
the same period in 1998.  The Company  experienced a significant  setback in the
profitability  of its  manufacturing  and packaging  operations,  coupled with a
decline  in  network  marketing  sales  in its core  United  States  market.  In
addition, consolidated selling, general and administrative expenses increased by
$437,000 in the second  quarter of 1999 as  compared to the prior year.  For the
six months ended June 30, 1999, the Company incurred a loss of $300,000 compared
to net income of $1,145,000 for the first six months of 1998.

     Net sales improved to $18,962,000 in the second quarter of 1999 as compared
to  $11,994,000  in the prior year.  Net sales for the first six months of 1998,
increased  to  $36,657,000  from  $24,271,000  for the same period in 1998.  The
increase  in sales was  solely  due to the  increase  in sales by the  Company's
manufacturing  and  packaging  services  segment.  Sales in this  portion of the
business  increased to $9,122,000 in the second  quarter of 1999, as compared to
$171,000 in the prior year. Sales in the  manufacturing  and packaging  services
segment  were  $15,331,000  for the first  six  months  of 1999 as  compared  to
$330,000 for the prior year.

     Net sales in the network marketing segment declined from $11,823,000 in the
second  quarter of 1998 to $9,840,000 in the second quarter of 1999 and declined
from $23,941,000 for the first six











                                        3
<PAGE>



months of 1998 to $21,327,000 in the first six months of 1999. Network marketing
sales in the  United  States  declined  by 19% from  $10,663,000  in the  second
quarter of 1998 to  $8,671,000  in the second  quarter of 1999 and declined from
$21,428,000  for the first six months of 1998 to  $19,108,000  for the first six
months  of 1999.  The  Company  has  adopted a number of  programs  designed  to
increase sales in the network  marketing area  including the  introduction  of a
fully-  interactive  website where  distributors can order product,  communicate
with the Company and other  distributors,  monitor  their  business and maintain
their own websites.  The Company also  introduced  new  distributor  manuals and
other  distributor  materials.  These  measures  have been taken in an effort to
increase  the  distributor  network  and  increase  sales.  The  Company is also
focusing  on  reducing   administrative   and   operational   costs  to  enhance
profitability.

     Sales in the foreign subsidiaries of Australia, New Zealand, Canada, Mexico
and the United  Kingdom  overall  increased by less than 1% to $1,169,000 in the
second  quarter of 1999 as compared to $1,160,000 in the second quarter of 1998.
This  increase is due to improved  sales in the  Company's  Mexican  subsidiary,
which  experienced an increase of 165% in its second quarter 1999 sales,  versus
second quarter 1998. This increase is due to the efforts of the sales manager in
that market,  combined with the  implementation  of distribution  centers across
Mexico in order to facilitate sales and other  distributor  activities in cities
outside of the Mexican  headquarters  in Mexico City. In its  Australian and New
Zealand markets, the Company is still experiencing a decline in sales;  however,
a new sales  manager with  significant  network  marketing  experience  has been
recently installed in the region.

     The  Company  provides  manufacturing  and  packaging  services,  including
blending,   processing   and  packaging   food   products  in  accordance   with
specifications provided by its customers.  Net sales of these services increased
to $9,122,000 in the second quarter of 1999 from $171,000 in the prior year. The
increase  in sales is due to the  work  provided  by two  major  customers.  The
Company's  sales to third  party  customers  primarily  consist  of the  Company
purchasing  raw  materials,  using  customer-provided  packaging  materials  and
selling a finished product to the customer. For the second quarter of 1999, cost
of goods  sold for  these  sales  were 101% of net  sales.  Even  under  optimal
operating   efficiencies,   the  gross  margin  for  third-party   customers  is
substantially  less than margins obtained in the sales of the network  marketing
products.  The Company's growth in this area has led to production  capacity and
warehousing  problems and related  labor  inefficiencies.  The Company has taken
steps to better manage its growth in this area,  including  some plant  staffing
cuts and the consolidation of an unprofitable  second shift into its first shift
operations.  It has also begun reviewing  profit margins by customer and project
and has either  discontinued  or is  restructuring  those  projects that are not
yielding the needed profit margins.

     Cost of products sold for the network  marketing segment as a percentage of
net sales  increased  slightly from 16.9% in the second quarter of 1998 to 17.1%
in the second  quarter of 1999.  The  increase  is due in part to the  Company's
decision to discontinue its single serve versions of its nutritional supplements
and Healthy Pantry products.









                                        4
<PAGE>




     Distributor  royalties and  commissions as percentage of network  marketing
sales remained steady at 37% of network marketing sales in the second quarter of
both 1999 and 1998.  These expenses are governed by the  distributor  agreements
and are  directly  related to the level of sales.  The Company pays a percent of
sales up to 18% in royalties and as much as 45% in commissions.

     Interest  expense  increased from $121,000 in the second quarter of 1998 to
$140,000 in the second  quarter of 1999.  This is the result of the  increase in
the Company's long-term debt to finance equipment acquisitions and the increased
borrowings against the line of credit.


3.   Year 2000 Issues
     ----------------

     Most computer  databases,  as well as embedded  microprocessors in computer
systems and industrial equipment, have been programmed to use a two-digit number
to represent the year. Computer programs that recognize a date using "00" as the
year 1900 rather than the year 2000 could  result in errors or system  failures.
Accordingly,  all  companies  must analyze  their systems and make the necessary
changes to ensure that automated  processes will correctly  distinguish  between
years before and after the year 2000.

     Based  upon a recent  assessment  of its  business,  the  Company  does not
believe  the  Year  2000  issue  will  have a  material  adverse  effect  on its
operations.  Based on testing of the  Company's  current  computer  hardware and
software  systems  the  Company has  determined  that the vast  majority of such
systems  are Year 2000  compliant,  and this  result has been  achieved  without
material  cost  to  the  Company.   The  Company  has  identified  some  of  its
telecommunication  hardware and software that is not Year 2000  compliant and is
in the process of installing the necessary upgrades.  The cost of these upgrades
will  not be  material.  The  Company  has  initiated  communications  with  the
manufacturers of its manufacturing  and warehouse  equipment to ensure that this
equipment will be Year 2000 ready.  Based on conversations  with and evaluations
by these  manufacturers,  it is anticipated  that no warehouse or  manufacturing
equipment  will need to be  replaced.  Consequently,  no material  costs will be
incurred to make any of the Company's manufacturing and warehouse equipment Year
2000 ready.  The  Company  incurred  no cost for the  testing  performed  by the
manufacturers of this equipment.

     Formal  communications  have commenced and are ongoing with all significant
suppliers  and large  customers of the  Company,  and will  continue  during the
balance of 1999 to determine  the extent to which the Company may be  vulnerable
to those third  parties'  failure to  remediate  their own  potential  Year 2000
problems.  The Company has several  suppliers of its raw materials and should be
able to obtain alternative sources of supply if these suppliers  experience Year
2000 problems.  The Company has two major  customers for its  manufacturing  and
packaging services and has received  confirmation from these customers that they
have addressed their Year 2000 issues.  The Company's  customers for its network
marketing segment are typically individuals who will have no Year 2000 exposure.
The Company ships the majority of its products through common carrier (primarily
United Parcel Services) and has received  confirmation  that these carriers have
addressed their Year 2000 issues.






                                        5

<PAGE>




     If the  Company's  most  significant  customers,  or the  suppliers  of the
Company's necessary energy, telecommunications and transportation needs, fail to
provide the Company  with the  materials  and  services  which are  necessary to
produce,  distribute  and sell its products,  such failure could have a material
adverse effect on the results of operations,  liquidity and financial  condition
of the Company.  There can be no guarantee that the systems of these  suppliers,
vendors and  customers  of the  Company  will be timely  converted  to Year 2000
compliance.  Nor is there any  guarantee  that the Company  would  experience no
material  adverse  effects should any of the significant  vendors,  suppliers or
customers of the Company fail to remediate their potential Year 2000 problems.

     It is impossible to provide accurate estimates of the material costs to the
Company  should any of the  significant  vendors,  suppliers or customers of the
Company fail to remediate their potential Year 2000 problems.  It is anticipated
that such costs, if any, would be paid from the general revenues of the Company.
Given that, as a result of the Company's  communications with the aforementioned
vendors,  suppliers, and major customers,  said parties have indicated that they
have  addressed  or are  addressing  their own Year  2000  issues,  the  Company
believes  that the risk of  increased  costs  due to these  parties  failure  to
remediate their  potential Year 2000 issues,  is relatively low. The Company has
not budgeted for these potential  costs. No Company  projects have been deferred
or abandoned due to any expenditure related to obtaining Year 2000 compliance.

     The Company has determined it has no exposure to  contingencies  related to
the Year 2000 for the products it sells.

     The  Company has no  contingency  plans in effect for the failure of any of
Company's   significant    suppliers,    customers   or   vendors   of   energy,
telecommunications  or transportation  needs to become Year 2000 ready, nor does
the Company believe that such a plan is necessary.  The Company has not obtained
and does not plan to obtain  insurance to cover any of its  potential  Year 2000
exposure.

     The cost of attaining Year 2000 compliance has not and will not be material
for the Company. It is anticipated that no warehouse or manufacturing  equipment
will need to be replaced.  The Company is currently  assessing  its other office
equipment for any Year 2000 issues.  The Company will primarily utilize internal
resources to manage the Year 2000 issue.

     The Company believes that its computer  hardware and software will meet its
administrative needs in the United States and in its foreign subsidiaries in the
foreseeable future.

4.   Quantitative and Qualitative Disclosure of Market Risk
     ------------------------------------------------------

     The  Company's  earnings and cash flow are subject to  fluctuations  due to
changes in foreign  currency rates as it has several  foreign  subsidiaries  and
continues  to explore  expansion  into  other  foreign  countries.  As a result,
exchange  rate  fluctuations  may have an effect on its sales and the  Company's
gross  margins.  Accounting  practices  require that the Company's  results from
operations be converted to U.S.  dollars for reporting  purposes.  Consequently,
the  reported  earnings  of the Company in future  periods may be  significantly
affected by fluctuations in currency exchange rates,






                                        6

<PAGE>




generally   increasing   with  a  weaker  U.S.  dollar  and  decreasing  with  a
strengthening U.S. dollar.  Products manufactured by the Company for sale to the
Company's foreign  subsidiaries are transacted in U.S. dollars. As the Company's
foreign operations expand, its operating results will be subject to the risks of
exchange  rate  fluctuations  and the  Company  may  not be  able to  accurately
estimate the impact of such  changes on its future  business,  product  pricing,
results of operations or financial condition.

     The Company also is exposed to market risk in changes in interest  rates on
its  long-term  debt  arrangements  and  commodity  prices  in  some  of the raw
materials it purchases for its manufacturing needs. However,  neither presents a
risk that would have a material effect on the Company's results of operations or
financial condition.


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

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

     In May,  1998,  former  sales/general  manager  of the  Company's  Canadian
subsidiary filed a 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.


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

     Not applicable.


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

     Not applicable.


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

     The Company's  annual meeting was held on May 27, 1999. At such meeting the
Company's Board of Directors was  re-elected.  A proposal to approve a change in
the state of incorporation of the Company from Illinois to Delaware was approved
by a vote of  5,451,843  shares  for,  183,627  shares  against,  22,201  shares
abstaining and 2,774,994 broker  non-votes.  A proposal to approve the Company's
1999 Stock  Option Plan was  approved by 4,855,903  shares for,  629,735  shares
against, 34,919 shares abstaining and 2,912,108 broker non-votes.


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

     Not applicable.






                                       7
<PAGE>




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

                   (a)     Exhibits*

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

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











































                                        8

<PAGE>



                                   SIGNATURES

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


     Dated: August 13, 1999                 RELIV' INTERNATIONAL, INC.


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















































                                       9
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                 June 30      December 31
                                                                   1999           1998
                                                              ------------    ------------
                                                               (unaudited)     (see notes)
Assets
<S>                                                             <C>             <C>
Current assets:
  Cash and cash equivalents                                     $2,058,494      $2,816,804
  Accounts and notes receivable, less allowances of
    $3,600 in 1999 and $5,000 in 1998                            2,103,952         777,443
  Inventories
          Finished goods                                         2,079,930       1,702,359
          Raw materials                                          3,618,579       1,865,649
          Sales aids and promotional materials                     367,656         361,322
                                                              ------------    ------------
                     Total inventories                           6,066,165       3,929,330

  Refundable income taxes                                          399,245         314,284
  Prepaid expenses and other current assets                        503,975         440,597
  Deferred income taxes                                             80,554          79,269
                                                              ------------    ------------

Total current assets                                            11,212,385       8,357,727

Other assets:
  Goodwill, net of accumulated amortization of $39,415
    in 1999 and $13,000 in 1998                                    486,122         512,399
  Other assets                                                     929,038         703,623
                                                              ------------    ------------

Total other assets                                               1,415,160       1,216,022

Property, plant and equipment:
            Land                                                   829,222         829,222
            Building                                             8,328,928       8,201,744
            Machinery & equipment                                3,773,052       2,783,923
            Office equipment                                       457,729         446,205
            Computer equipment & software                        1,791,993       1,676,372
            Construction in progress                                  --           235,511
                                                              ------------    ------------
                                                                15,180,924      14,172,977
Less: Accumulated depreciation                                  (4,005,904)     (3,493,754)
                                                              ------------    ------------
          Net property, plant and equipment                     11,175,020      10,679,223
                                                              ------------    ------------

Total assets                                                   $23,802,565     $20,252,972
                                                              ============    ============


</TABLE>
See notes to financial statements.









                                       10
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                 June 30      December 31
                                                                   1999           1998
                                                              ------------    ------------
                                                               (unaudited)     (see notes)

Liabilities and stockholders' equity
<S>                                                             <C>             <C>
Current liabilities:
  Accounts payable and accrued expenses:
            Trade accounts payable                              $5,861,187      $3,568,334
            Distributors commissions payable                     1,394,058       1,172,164
            Sales taxes payable                                    179,589         221,377
            Interest expense payable                                29,158          27,851
            Payroll and payroll taxes payable                      260,546         114,906
            Other accrued expenses                                 208,709          85,123
                                                              ------------    ------------
Total accounts payable and accrued expenses                      7,933,247       5,189,755

    Income taxes payable                                            39,581          55,258
    Borrowings under line of credit                              1,156,387         313,825
    Current maturities of long-term debt and
      capital lease obligations                                    614,434         508,362
    Unearned income                                                107,722         107,695
                                                              ------------    ------------

  Total current liabilities                                      9,851,371       6,174,895

Capital lease obligations, less current maturities                 382,980         373,455
Long-term debt, less current maturities                          5,225,648       5,216,107
Other non-current liabilities                                      267,404         148,349

Stockholders' equity:
  Common stock, no par value; 20,000,000 shares
   authorized; 9,650,502 shares outstanding as of 6/30/99
   and 9,653,502 shares outstanding as of 12/31/98               9,178,645       9,179,764
  Notes receivable-officers and directors                          (41,530)        (44,746)
  Retained deficit                                                (757,379)       (354,195)
  Foreign currency translation adjustment                         (304,574)       (440,657)
                                                              ------------    ------------

Total stockholders' equity                                       8,075,162       8,340,166
                                                              ------------    ------------


Total liabilities and stockholders' equity                     $23,802,565     $20,252,972
                                                              ============    ============

</TABLE>

See notes to financial statements.









                                       11
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                Three months ended June 30      Six months ended June 30
                                                                   1999            1998            1999            1998
                                                               ------------    ------------    ------------    ------------
                                                               (unaudited)      (unaudited)     (unaudited)     (unaudited)
<S>                                                             <C>             <C>             <C>             <C>
Sales at suggested retail                                       $23,714,422     $18,295,012     $47,488,833     $37,019,418
  Less: distributor allowances on product purchases               4,752,259       6,300,550      10,831,359      12,748,099
                                                               ------------    ------------    ------------    ------------

Net sales                                                        18,962,163      11,994,462      36,657,474      24,271,319

Costs and expenses:
  Cost of products sold                                          10,912,666       2,169,183      18,987,398       4,423,591
  Distributor royalties and commissions                           3,680,025       4,426,699       8,190,800       8,889,439
  Selling, general and administrative                             4,875,618       4,438,141       9,799,447       8,869,920
                                                               ------------    ------------    ------------    ------------

Total costs and expenses                                         19,468,309      11,034,023      36,977,645      22,182,950
                                                               ------------    ------------    ------------    ------------

Income/(loss) from operations                                      (506,146)        960,439        (320,171)      2,088,369

Other income (expense):
  Interest income                                                    42,900          36,556          61,700          66,763
  Interest expense                                                 (140,295)       (120,707)       (270,693)       (240,248)
  Other income/(expense)                                             10,147         (36,205)         44,380         (39,470)
                                                               ------------    ------------    ------------    ------------

Income/(loss) before income taxes                                  (593,394)        840,083        (484,784)      1,875,414
Provision/(benefit) for income taxes                               (226,289)        327,555        (184,667)        730,162
                                                               ------------    ------------    ------------    ------------

Net income/(loss)                                                 ($367,105)       $512,528       ($300,117)     $1,145,252
                                                               ============    ============    ============    ============

Earnings/(loss) per common share                                     ($0.04)          $0.05          ($0.03)          $0.12
                                                               ============    ============    ============    ============

Earnings/(loss) per common share - assuming dilution                 ($0.04)          $0.05          ($0.03)          $0.11
                                                               ============    ============    ============    ============

</TABLE>

See notes to financial statements.












                                       12
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>
                                                           Six months ended June 30
                                                                1999          1998
                                                           -----------    -----------
<S>                                                          <C>           <C>
Operating activities:
Net income/(loss)                                            ($300,117)    $1,145,252
Adjustments to reconcile net income/(loss) to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                              528,848        347,848
    Provision for losses on accounts receivable                   --            4,000
    Foreign currency translation (gain) loss                    (6,789)        65,219
    (Increase) decrease in accounts and notes receivable    (1,274,279)       (43,139)
    (Increase) decrease in inventories                      (2,099,327)      (371,083)
    (Increase) decrease in refundable income taxes            (189,587)      (145,243)
    (Increase) decrease in prepaid expenses
      and other current assets                                 (60,842)       146,220
    (Increase) decrease in other assets                       (225,254)           993
    Increase in accounts payable and accrued expenses        2,795,327        716,322
    Increase (decrease) in income taxes payable                 86,383          9,751
    Increase (decrease) in unearned income                        --           37,279
                                                           -----------    -----------

Net cash provided by (used in) operating activities           (745,637)     1,913,419

Investing activities:
Purchase of property, plant and equipment                     (885,685)    (1,156,875)
                                                           -----------    -----------

Net cash used in investing activities                         (885,685)    (1,156,875)

Financing activities:
Net borrowings under line of credit                            842,562           --
Proceeds from long-term borrowings                             300,000        471,486
Principal payments on long-term borrowings                    (204,714)      (157,464)
Principal payments under capital lease obligations             (74,434)       (24,921)
Dividends paid                                                 (96,505)      (240,963)
Proceeds from notes receivable assumed from issuance
  of common stock from exercise of options                       3,216            766
Purchase of treasury stock                                      (7,682)          --
                                                           -----------    -----------

Net cash provided by financing
  activities                                                   762,443         48,904
Effect of exchange rate changes on cash
  and cash equivalents                                         110,569       (128,627)
                                                           -----------    -----------

Increase (decrease) in cash and cash
  equivalents                                                 (758,310)       676,821
Cash and cash equivalents at beginning
  of period                                                  2,816,804      2,426,426
                                                           -----------    -----------

Cash and cash equivalents at end of period                  $2,058,494     $3,103,247
                                                           ===========    ===========
</TABLE>

See notes to financial statements







                                       13
<PAGE>

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

June 30, 1999

Note 1--      Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the six-month  period ended June 30, 1999
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 1999.

The  balance  sheet at  December  31,  1998 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted  accounting  priciples for complete
financial statements.

For further  information,  refer to the  consolidated  financial  statements and
footnotes thereto included in the Registrant  Company and  Subsidiaries'  annual
report on Form 10-K for the year ended December 31, 1998.


Note 2--      Earnings per Share

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

<TABLE>
<CAPTION>
                                                      Three months ended June 30    Six months ended June 30
                                                           1999           1998          1999          1998
                                                      --------------------------   --------------------------
<S>                                                     <C>             <C>          <C>           <C>
Numerator:
 Numerator for basic and diluted
  earnings per share--net income/(loss)                 ($367,105)      $512,528     ($300,117)    $1,145,252
Denominator:
 Denominator per basic earnings per
  share--weighted average shares                        9,651,000      9,638,000     9,651,000      9,638,000
 Effect of dilutive securities:
  Employee stock options and other warrants               135,000        639,000       135,000        639,000
                                                      --------------------------   --------------------------
  Denominator for diluted earnings per
   share--adjusted weighted average shares              9,786,000     10,277,000     9,786,000     10,277,000
                                                      ==========================   ==========================

Basic earnings/(loss) per share                            ($0.04)         $0.05        ($0.03)         $0.12
                                                      ==========================   ==========================
Diluted earnings/(loss) per share                          ($0.04)         $0.05        ($0.03)         $0.11
                                                      ==========================   ==========================
</TABLE>


Note 3--      Comprehensive Income

Total  comprehensive loss was $292,647 and $164,034 for the three months and six
months  ended June 30,  1999,  respectively.  For the three and six months ended
June 30, 1998,  comprehensive income was $405,883 and $1,036,709,  respectively.
The  Company's  only  component  of other  comprehensive  income is the  foreign
currency translation adjustment.





                                       14
<PAGE>

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

June 30, 1999

Note 4--      Segment Information
<TABLE>
<CAPTION>
                                                                   Three months ended                    Three months ended
                                                                      June 30, 1999                         June 30, 1998
                                                                      -------------                         -------------
                                                                Network       Manufacturing           Network       Manufacturing
                                                               marketing      and packaging          marketing      and packaging
                                                             --------------------------------      --------------------------------

<S>                                                                <C>              <C>                 <C>                 <C>
              Net sales to external customers                      9,839,828        9,122,335           11,823,463          170,999
              Intersegment net sales                                      --        1,599,654                 --          1,975,034
              Segment profit/(loss)                                  309,620         (448,291)           1,483,999         (149,021)

</TABLE>

<TABLE>
<CAPTION>
                                                                     Six months ended                     Six months ended
                                                                       June 30, 1999                        June 30, 1998
                                                                       -------------                        -------------
                                                                Network       Manufacturing           Network       Manufacturing
                                                               marketing      and packaging          marketing      and packaging
                                                             --------------------------------      --------------------------------

<S>                                                               <C>              <C>                  <C>                 <C>
              Net sales to external customers                     21,326,943       15,330,531           23,941,216          330,103
              Intersegment net sales                                      --        3,284,913                   --        3,918,898
              Segment profit/(loss)                                  958,626         (545,036)           3,068,834         (183,365)
              Segment assets                                      13,799,595        7,944,478           12,268,013        2,415,348

</TABLE>

              A reconciliation  of combined  operating profit for the reportable
              segments to consolidated income before income taxes is as follows:

<TABLE>
<CAPTION>
                                                                  Three months ended June 30             Six months ended June 30
                                                                      1999             1998                1999              1998
                                                                  ---------------------------           ---------------------------
<S>                                                                 <C>             <C>                    <C>            <C>
              Total profit for reportable segments                  (138,671)       1,334,978              413,590        2,885,469
              Corporate expenses                                    (367,476)        (374,540)            (733,762)        (797,100)
              Non operating - net                                     53,048              352              106,081           27,293
              Interest expense                                      (140,295)        (120,707)            (270,693)        (240,248)
                                                                   --------------------------           ---------------------------
              Income before income taxes                            (593,394)         840,083             (484,784)       1,875,414
                                                                   ==========================           ===========================
</TABLE>


Note 5--      Legal Proceedings

In  May  1998,  the  former  sales/general  manager  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  or results of
operations of the Company.



                                       15