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, 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 September 30, 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 September 30, 1998 and  Balance Sheet
               as of December 31, 1997.

         2.    Interim  Statements  of  Operations  for the three and nine month
               periods ending September 30, 1998 and September 30, 1997.

         3.    Interim  Statements  of Cash  Flows  for the nine  month  periods
               ending September 30, 1998 and September 30, 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 Operations
                   -------------------------

     1.  Financial Condition

         Current  assets of the  Company at  September  30,  1998  increased  to
$9,503,000 from  $6,745,000 as of December 31, 1997,  primarily due to increases
in  inventory  and  refundable  income  taxes.  Inventories  have  increased  by
$2,145,000  from  December  31, 1997 as the result of  inventories  acquired and
produced for a contract  packaging  customer for which  services  began in early
July 1998. The Company  purchases the specified  ingredients for this customer's
products,  then  produces  and  sells  the  finished  product  according  to the
customer's specifications.  Refundable income taxes have increased as the result
of estimated  tax deposits made on a projection of the income from the first six
months of the year. This  overpayment  position will be reduced over the balance
of the year.

         Net property, plant and equipment increased to $10,319,000 at September
30, 1998 from $9,221,000 at December 31, 1997 due to completion of the expansion
of the  Company's  headquarters  and related  increases in office,  computer and
manufacturing  equipment.  The Company added approximately 90,000 square feet to
its facility by expanding office, warehouse and manufacturing areas. The Company
began utilizing the additional space in the first quarter 1998.

         Current liabilities increased to $6,318,000 at September 30, 1998, from
$3,653,000 at December 31, 1997. Trade accounts payable  increased by $2,320,000
as of  September  30, 1998 as compared to December 31, 1997 as the result of the
increased investment in inventories as discussed above.  Distributor commissions
and sales taxes payable have increased slightly as the result of increased sales
volume in September  1998,  as compared to December  1997.  Unearned  income has
increased  by  $79,000  to $84,000  as of  September  30,  1998 as the result of
deposits made by a contract  packaging  customer.  Current maturities of 






                                        1
<PAGE>



long-term debt and capital lease  obligations have increased as of September 30,
1998 as the result of new capital leases that were entered into during the third
quarter of 1998.

         Stockholders'   equity  increased  by  $788,000  to  $7,956,000  as  of
September 30, 1998. The Company's  working capital balance  increased by $93,000
since December 31, 1997,  with a current ratio of 1.50 as compared to 1.85 as of
December 31, 1997. The increase in  stockholders'  equity and working capital is
due to the year to date net income of the Company. The increase in inventory and
related  increase  in accounts  payable  are the  factors for the lower  current
ratio.  The  Company  paid cash  dividends  of $96,000 on January  29,  1998 and
$145,000 on June 22, 1998.

         The Company has been affected by the strengthening US dollar versus the
Australian,  New  Zealand  and  Canadian  currencies.  Sales to these  countries
account for  approximately  10% of the  Company's  net sales.  Purchases for the
materials needed to produce the Company's products are made by the Company in US
dollars, while sales to distributors are made in local currencies. Consequently,
strengthening  of the US dollar  versus a foreign  currency  can have a negative
impact on operating margins and can generate  translation losses on intercompany
transactions.  As shown in the  Statements  of Cash Flows,  the  Company's  cash
position  has  been  reduced  by  $214,000  as  the  result  of  exchange   rate
fluctuations in 1998. Price  adjustments to maintain  operating margins are made
when considered appropriate. However, the Australian and New Zealand currencies,
in particular,  are beginning to recover from their lows experienced  during the
third  quarter of 1998.  Furthermore,  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  $73,000,  or $.01 per share,  for the
quarter ended September 30, 1998, compared to a net profit of $282,000,  or $.03
per share for the same  period  of 1997.  The  decrease  in net  profit  was due
principally  to an increase in selling,  general and  administrative  expense to
$4,548,000  in the third  quarter 1998 compared to $4,328,000 in the same period
1997.  Increased  overhead expense in the quarter of $117,000  resulted from the
addition to the Company's  office,  manufacturing  and warehouse  facility.  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  packaging  services.  Declining  sales in the  international
subsidiaries  contributed  to the  decrease  in net  profit,  while  general and
administrative  expenses  remained  the same in an  effort  to  increase  sales.
Interest  expense  also  increased  during  the period  from  $45,000 in 1997 to
$132,000  in 1998 due to bank debt  obtained  to finance  the  expansion  of the
Company's facility.  The Company anticipates that the investment in the facility
and in the international markets will generate future profits.

         Net  sales  improved  to  $12,579,000  from  $11,480,000  in 1997.  The
increase  in sales was the result of  increased  sales from  contract  packaging
services of  $1,642,000  in the third quarter of 1998 as compared to $238,000 in
1997. During the third quarter 1998, net sales from network marketing activities
decreased to $10,936,000  from $11,242,000 in the same period in 1997. Net sales
from network  marketing  activities were comprised of $10,056,000  from sales in
the United States and $880,000 from sales of foreign  subsidiaries in Australia,
New Zealand,  Canada, Mexico and a licensee in the United Kingdom. This compares
to $9,970,000 and $1,272,000 in the third quarter of 1997. In an effort to 




                                        2
<PAGE>



increase  sales in its foreign  subsidiaries,  the Company has recently  hired a
director of North America  Sales and has hired new sales  managers in Mexico and
Canada.  In the United  States,  the Company's  primary  market,  net sales from
network  marketing  activities  increased  slightly  during third  quarter 1998,
though the distributor sales force decreased 13% in new sign-ups and distributor
renewals as compared to third quarter 1997.

         The Company provides contract packaging  services,  including blending,
processing  and  packaging  food  products  in  accordance  with  specifications
provided by its  customers.  During the expansion of the  Company's  facility in
1997,  efforts to increase  contract  packaging were reduced until the expansion
was completed.  During the third  quarter,  the Company  increased  revenue from
contract  packaging by  $1,404,000 as the result of efforts put forth during the
first half of 1998. The increased  sales are not yet yielding  additional  gross
profit as the cost of goods sold was 104% of revenues.  This was due to start-up
costs including hiring and training  additional plant staff. The Company expects
an improved gross margin in the future.

         Cost of network  marketing  products  sold as a percentage of net sales
decreased to 18.4% for the third quarter of 1998 versus 20.6% in the same period
of 1997. This  improvement is due to  efficiencies  gained in indirect labor and
overhead absorption with the increase in total manufacturing output. The Company
believes  that  the  increase  in  contract   packaging  services  will  improve
utilization of its facility and therefore lower per unit costs.

         Distributor  royalties and commissions  increased  slightly to 37.2% of
network  marketing  sales in the third  quarter of 1998, as compared to 36.8% in
the third  quarter of 1997.  These  expenses  are  governed  by the  distributor
agreements  and are directly  related to the level of sales.  The Company pays a
percent of sales up to 18% in royalties  and as much as 45% in  commissions.  In
addition,  the Company paid  royalties of $196,000 in the third  quarter of 1998
through various incentive programs that reward distributors who have reached and
personally  assisted other qualified  distributors to reach specified  levels of
compensation. These programs paid $182,000 in the third quarter of 1997.

         The Company has  assessed its  readiness  for year 2000 in terms of its
current computer  hardware and software.  Some software and hardware  components
were  determined  to not be Year 2000  compliant  and the  Company  has  already
upgraded these components or has upgrades  scheduled no later than first quarter
1999. The financial impact of these upgrades is not material to the Company. The
Company  is  also  in  the  process  of  reviewing  non-IT  systems  (production
machinery,  building  equipment,  etc.) and reviewing the  capabilities of major
suppliers.  However,  the  Company  does not  believe  that year  2000,  and the
Company's  preparation  for  year  2000,  will  have a  material  effect  on its
operations.

         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 in the Company's other SEC
filings.















                                        3
<PAGE>


Part II.  OTHER INFORMATION


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

         An arbitration  before the American  Arbitration  Association  was held
between  the Company and a former  officer of the Company in  connection  with a
Stock Purchase  Agreement and Consulting  Agreement entered into with the former
officer in October 1992. The  arbitration  concluded on October 21, 1998, and no
decision has yet been  received.  See Part I, Item 3 to the Company's  Form 10-K
Annual Report for the year ended December 31, 1997.


     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.


     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.

















                                        4
<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 12, 1998           RELIV' INTERNATIONAL, INC.


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










                                                         

 

































                                       5
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                 September 30    December 31
                                                                     1998            1997
                                                                 ------------    ------------
                                                                  (unaudited)     (see notes)

  Assets

  Current Assets:
  <S>                                                            <C>             <C>         
    Cash and Cash equivalents                                    $  2,534,765    $  2,426,426
    Accounts and notes receivable, less allowances of
      $5,900 in 1998 and $7,600 in 1997                               844,508         865,701
    Inventories
            Finished goods                                          2,055,780       1,453,282
            Raw materials                                           2,441,383         785,706
            Sales aids and promotional materials                      290,376         403,830
                                                                 ------------    ------------
                       Total inventories                            4,787,539       2,642,818

    Refundable income taxes                                           412,459          31,303
    Prepaid expenses and other current assets                         836,078         688,539
    Deferred income taxes                                              87,352          90,065
                                                                 ------------    ------------

  Total current assets                                              9,502,701       6,744,852

  Deferred costs                                                        2,661           4,232

  Property, plant and equipment:
            Land                                                      829,222         790,677
            Building                                                8,199,612       2,854,548
            Machinery & equipment                                   2,365,673       1,723,482
            Office equipment                                          420,644         303,235
            Computer equipment & software                           1,629,378       1,452,577
            Construction in progress                                  102,196       4,797,090
                                                                 ------------    ------------
                                                                   13,546,725      11,921,609
  Less: Accumulated depreciation                                   (3,227,532)     (2,700,745)
                                                                 ------------    ------------
            Net Property, plant and equipment                      10,319,193       9,220,864
                                                                 ------------    ------------

  Total Assets                                                   $ 19,824,555    $ 15,969,948
                                                                 ============    ============


</TABLE>

See notes to financial statements.










                                       6
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                 September 30    December 31
                                                                     1998            1997
                                                                 ------------    ------------
                                                                  (unaudited)     (see notes)

  Liabilities and Stockholders' Equity

  Current liabilities:
  <S>                                                            <C>             <C> 
    Accounts payable and accrued expenses
            Trade Accounts Payable                               $  3,752,491    $  1,432,901
            Distributors commissions payable                        1,427,616       1,326,579
            Sales taxes payable                                       230,992         192,130
            Interest expense payable                                   26,955          75,321
            Payroll and payroll taxes payable                         197,700         173,689
            Other accrued expenses                                    152,629          89,511
                                                                 ------------    ------------
  Total accounts payable & accrued expenses                         5,788,383       3,290,131

      Current maturities of long-term debt and
        capital lease obligations                                     445,778         358,124
      Unearned income                                                  83,630           5,003
                                                                 ------------    ------------

    Total current liabilities                                       6,317,791       3,653,258

  Capital lease obligations, less current maturities                  240,707          39,105
  Long-term debt, less current maturities                           5,310,357       5,109,520

  Stockholders' equity:
    Common stock, no par value; 20,000,000 shares
     authorized; 9,652,507 shares outstanding as of 9/30/98
     and 9,617,307 shares outstanding as of 12/31/97                9,179,764       9,135,764
    Notes receivable-officers and directors                           (46,318)         (4,633)
    Retained earnings                                                (696,989)     (1,673,164)
    Foreign currency translation adjustment                          (480,757)       (289,902)
                                                                 ------------    ------------

  Total Stockholders' Equity                                        7,955,700       7,168,065
                                                                 ------------    ------------


  Total Liabilities and Stockholders' Equity                     $ 19,824,555    $ 15,969,948
                                                                 ============    ============

</TABLE>

See notes to financial statements.











                                       7
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                   Quarter ended September 30   Nine Months Ended September 30
                                                                      1998            1997            1998            1997
                                                                  ------------    ------------    ------------    ------------
                                                                   (unaudited)     (unaudited)     (unaudited)     (unaudited)

  <S>                                                             <C>             <C>             <C>             <C>         
  Sales at suggested retail                                       $ 18,308,241    $ 17,449,378    $ 55,327,659    $ 54,376,312
    Less: Distributor allowances on product purchases                5,729,439       5,969,160      18,477,538      18,454,896
                                                                  ------------    ------------    ------------    ------------

  Net Sales                                                         12,578,802      11,480,218      36,850,121      35,921,416

  Costs and expenses:
    Cost of products sold                                            3,727,590       2,520,523       8,151,181       7,389,443
    Distributor royalties and commissions                            4,066,766       4,141,047      12,956,205      12,855,251
    Selling, general and administrative                              4,547,989       4,327,646      13,417,909      12,876,080
                                                                  ------------    ------------    ------------    ------------

  Total Costs and Expenses                                          12,342,345      10,989,216      34,525,295      33,120,774
                                                                  ------------    ------------    ------------    ------------

  Income from operations                                               236,457         491,002       2,324,826       2,800,642

  Other income (expense):
    Interest income                                                     32,842          22,410          99,605          80,726
    Interest expense                                                  (132,380)        (45,185)       (372,628)       (126,108)
    Other income\expense                                               (14,728)         (3,582)        (54,198)         23,498
                                                                  ------------    ------------    ------------    ------------
  
  Income before income taxes                                           122,191         464,645       1,997,605       2,778,758
  Provision for income taxes                                            48,904         182,516         779,066       1,082,959
                                                                  ------------    ------------    ------------    ------------

  Net Income                                                      $     73,287    $    282,129    $  1,218,539    $  1,695,799
                                                                  ============    ============    ============    ============

  Basic earnings per share                                        $       0.01    $       0.03    $       0.13    $       0.18
                                                                  ============    ============    ============    ============

  Diluted earnings per share                                      $       0.01    $       0.03    $       0.12    $       0.16
                                                                  ============    ============    ============    ============

  Weighted average shares of common stock
  and common stock equivalents outstanding
    Basic earnings per share                                         9,643,000       9,573,000       9,643,000       9,573,000
                                                                  ============    ============    ============    ============

    Diluted earnings per share                                      10,211,000      10,411,000      10,211,000      10,411,000
                                                                  ============    ============    ============    ============
</TABLE>

See notes to financial statements.
















                                       8
<PAGE>


Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>
                                                                Nine Months Ended September 30
                                                                      1998           1997
                                                                  -----------    -----------
  <S>                                                             <C>            <C>       
  Operating activities:
  Net Income                                                      $ 1,218,539    $ 1,695,799
  Adjustments to reconcile net income to
    net cash provided by (used in) operating
    activities:
      Depreciation and amortization                                   557,173        445,333
      Provision for losses on accounts receivable                       7,000              0
      Foreign currency translation (gain) loss                        106,705         (7,226)
      (Increase) decrease in accounts and notes receivable            (12,220)       312,596
      (Increase) decrease in inventories                           (2,225,590)       (99,159)
      (Increase) decrease in refundable income taxes                 (394,068)      (140,256)
      (Increase) decrease in prepaid expenses
        and other current assets                                     (152,204)      (110,149)
      (Increase) decrease in deferred costs                               958         50,849
      Increase in accounts payable and accrued
        expenses                                                    2,542,523         38,740
      Increase (decrease) in income taxes payable                      10,338        (25,321)
      Increase (decrease) in unearned income                           78,655        (17,577)
                                                                  -----------    -----------

  Net cash provided by (used in) operating
    activities                                                      1,737,809      2,143,629

  Investing activities:
  Purchase of property, plant and equipment                        (1,370,165)    (2,751,275)
                                                                  -----------    -----------

  Net cash provided by (used in) investing
    activities                                                     (1,370,165)    (2,751,275)

  Financing activities:
  Proceeds from long-term debt                                        471,486      1,880,898
  Principal payments on long-term borrowings
    and line of credit                                               (239,257)      (164,049)
  Principal payments under capital lease
    obligations                                                       (39,152)       (71,690)
  Proceeds from stock options exercised                                     0         13,125
  Dividends paid                                                     (240,963)      (290,368)
  Proceeds from notes receivable assumed from issuance
    of common stock from exercise of options                            2,315              0
  Purchase of treasury stock                                                0       (337,127)
                                                                  -----------    -----------

  Net cash provided by (used in) financing
    activities                                                        (45,571)     1,030,789
  Effect of exchange rate changes on cash
    and cash equivalents                                             (213,734)      (112,855)
                                                                  -----------    -----------

  Increase (decrease) in cash and cash
    equivalents                                                       108,339        310,288
  Cash and cash equivalents at beginning
    of period                                                       2,426,426      2,108,770
                                                                  -----------    -----------

  Cash and cash equivalents at end of period                      $ 2,534,765    $ 2,419,058
                                                                  ===========    ===========

</TABLE>

See notes to financial statements



                                       9
<PAGE>


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

September 30, 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
           nine-month  period  ended  September  30,  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:

<TABLE>
<CAPTION>
                                                      Quarter ended September 30   Nine months ended September 30
                                                          1998          1997              1998          1997
                                                      -----------   -----------       -----------   -----------
  Numerator:
  <S>                                                 <C>           <C>               <C>           <C>        
   Numerator for basic and diluted
    earnings per share--net income                    $    73,287   $   282,129       $ 1,218,539   $ 1,695,799
  Denominator:
   Denominator per basic earnings per
    share--weighted average shares                      9,643,000     9,573,000         9,643,000     9,573,000
  Effect of dilutive securities:
   Employee stock options and other warrants              568,000       838,000           568,000       838,000
                                                      -----------   -----------       -----------   -----------

  Denominator for diluted earnings per
  share--adjusted weighted average shares              10,211,000    10,411,000        10,211,000    10,411,000
                                                      ===========   ===========       ===========   ===========

  Basic earnings per share                            $      0.01   $      0.03       $      0.13   $      0.18
                                                      ===========   ===========       ===========   ===========

  Diluted earnings per share                          $      0.01   $      0.03       $      0.12   $      0.16
                                                      ===========   ===========       ===========   ===========
</TABLE>


Note 3--     Subsequent Events

In  May  1998,  the  former  sales/general  manager  of the  Company's  Canadian
subsidiary filed lawsuit claiming unlawful termination.  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

In May 1997,  a former  officer/director  filed a demand  for  arbitration  with
respect to a stock purchase  agreement and consulting  agreement entered into in
October 1992.  An  arbitration  hearing was  concluded in October  1998,  but no
decision  has yet been  recieved.  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.



                                       10