FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                AMENDMENT NO 1 TO
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended September 30, 2000

                           Commission File No. 1-11768


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


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



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


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


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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


       COMMON STOCK 9,560,158 outstanding Shares as of September 30, 2000
<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,  2000 and
                         Balance Sheet as of December 31, 1999.

                    2.   Interim Statements of Operations for the three and nine
                         month periods  ending  September 30, 2000 and September
                         30, 1999.

                    3.   Interim  Statements  of Cash  Flows for the nine  month
                         periods  ending  September  30, 2000 and  September 30,
                         1999.

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

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

Financial Condition

         Current assets of the Company increased during the first nine months of
2000, to  $12,212,000  from  $8,497,000  as of December 31, 1999.  Cash and cash
equivalents  decreased to  $1,265,000 at September 30, as compared to $1,532,000
as of December 31, 1999.  Inventory  increased by $1,359,000 to $6,064,000 as of
September  30,  2000,  as compared to December  31,  1999.  The  increase in the
Company's  inventory  is due to sales growth in the network  marketing  segment,
particularly in the United States,  along with additional inventory required for
the primary contract packaging  customer.  Accounts  receivable has increased to
$3,687,000  from $794,000 as of December 31, 1999. The increase is primarily due
to  the  Company  implementing  a  "full  turnkey"  operation  for  its  primary
contract-packaging   customer.   This  means  the  Company  is  responsible  for
purchasing  all  ingredients   and  packaging  for  this   customer's   product.
Previously,  the  Company  only  purchased a portion of the  ingredients.  Trade
accounts payable has also increased as a result of this "turnkey" arrangement.

         The Company purchased $320,000 of property,  plant and equipment during
the first nine months of 2000,  as  compared  to $966,000  during the first nine
months of 1999.  This is the  result of the  Company's  decision  to reduce  the
emphasis on the manufacturing and packaging business.

         Current  liabilities  increased by  $3,121,000  from  $8,307,000  as of
December 31, 1999 to $11,928,000 as of September 30, 2000. The primary component
of the increase was in trade accounts payable.  Trade accounts payable increased
by  $2,928,000  from  $3,994,000  as of December  31, 1999 to  $6,922,000  as of
September 30, 2000.  This increase is related to the change to a "full  turnkey"
program as discussed earlier.
<PAGE>

         Long-term debt decreased by $10,000 from  $4,991,000 as of December 31,
1999 to  $4,981,000  as of September  30, 2000.  The Company  issued a series of
private  placement  notes  totaling  $240,000 as part of the capital  investment
required to fund the Company's upcoming entry into the Philippines.

         Stockholders'  equity increased from $6,819,000 as of December 31, 1999
to  $6,936,000 as of September 30, 2000, as the result of the net income for the
first nine months of 2000. However, equity declined by $324,000 as the result of
the foreign currency translation adjustment at September 30, 2000 as compared to
December 31, 1999. The  Australian,  New Zealand and Canadian  dollars  weakened
against the US dollar over the first nine months of 2000.

         The  Company's  working  capital  balance has  improved to a balance of
$784,000 as of September 30, 2000, up from $190,000 as of December 31, 1999. The
current ratio has also improved  slightly to 1.07 as of September 30, 2000.  The
Company's line of credit is formula-based  and provides a borrowing  arrangement
based on a  percentage  of accounts  receivable  and  inventory  up to a maximum
borrowing  limit.  During the third quarter of 2000,  the Company  negotiated an
increase in the maximum borrowing limit to $3,000,000. As of September 30, 2000,
the  Company  was in  compliance  with all  covenants  in the new line of credit
agreement.  Management  believes that the Company's  internally  generated funds
together with the loan  agreement  will be  sufficient  to meet working  capital
requirements in 2000.

Results of Operations

         The  Company  had net income of  $235,000,  or $.02 per share ($.02 per
share diluted), for the quarter ended September 30, 2000, compared to a net loss
of $350,000, or $.04 per share ($.04 per share diluted),  for the same period in
1999. Net sales were  comparable  between the third quarter of 2000, as compared
to 1999. However, the anticipated reduction in manufacturing and packaging sales
were offset by increased sales in the network marketing segment.  This change in
the sales mix led to  improved  margins and  profitability.  For the nine months
ended September 30, 2000, the Company had net income of $383,000, as compared to
a net loss of $650,000 in the first nine months of 1999.

         Net sales  decreased  slightly to  $16,928,000  in the third quarter of
2000 as  compared to  $16,967,000  in the third  quarter of the prior year.  Net
sales in the network  marketing  segment  improved to  $12,535,000  in the third
quarter of 2000, as compared to  $9,730,000  in the third quarter of 1999.  This
increase  was  offset  by a  decrease  in the  sales  of the  manufacturing  and
packaging segment. Sales in this portion of the business decreased to $4,393,000
in the third quarter of 2000, as compared to $7,237,000 in the prior year.  This
decrease  in net sales in this  segment  was  anticipated,  as the  Company  has
continued  its  plan of  eliminating  unprofitable  and  low  margin  sales  and
customers.  Network  marketing sales in the United States  increased by 32% from
$8,558,000 in the third quarter of 1999 to  $11,333,000  in the third quarter of
2000. The increase in U.S. sales was due to a change in the compensation plan to
the independent distributors, along with continued strong sales of the Company's
new product,  Reliv ReversAge (TM), a nutritional product that was introduced in

<PAGE>

May 2000. The change in the  compensation  plan did not have as strong an impact
on foreign sales as in the United States.  Sales in the Company's  international
subsidiaries  improved  by 3% from  $1,171,000  in the third  quarter of 1999 to
$1,202,000  in the third  quarter of 2000.  However,  results  were mixed in the
various foreign markets. Sales in Mexico improved by 150% over the third quarter
of 1999, but sales in the Australia/New Zealand market continue to struggle with
a 42% decline versus the third quarter of 1999. Sales in the Canadian and United
Kingdom markets remained  essentially flat. Sales commenced in the Company's new
operation  in the  country  of  Colombia  in  April of  2000,  and  sales in the
Philippines are scheduled to launch during November 2000.

         The  Company  also  provides   manufacturing  and  packaging  services,
including  blending,  processing and packaging food products in accordance  with
specifications  provided by its customers.  Net sales decreased to $4,393,000 in
the third quarter of 2000 from  $7,237,000 in the prior year.  Through the first
nine months of the year, net sales in this segment had declined from $22,568,000
in 1999 to $13,283,000 in 2000. This decrease follows the Company's  decision to
place  less  emphasis  on this  business.  The  Company's  sales to third  party
customers   primarily   consist  of  the  Company   purchasing   raw  materials,
customer-specified  packaging  materials  and selling a finished  product to the
customer. For the third quarter of 2000, cost of goods sold for these sales were
94% of net sales.  Even under optimal operating  efficiencies,  the gross margin
for unrelated customers is substantially less than margins obtained in the sales
of the network marketing  products.  However,  profitability in this segment has
improved as costs have been  reduced and  productivity  improved.  This  segment
showed operating profit of $270,000 in the third quarter of 2000.

         Cost of products sold for the network marketing segment as a percentage
of net sales  improved  from  18.7% in the  third  quarter  of 1999 to 16.0%.  A
by-product of the increased  business for unrelated  customers is the purchasing
power it  provides  the  Company on the  materials  it uses to  manufacture  the
network marketing  products.  This, coupled with a price increase on some of the
Company's  network  marketing  products in the first quarter of 2000, along with
increased  production  requirements for the network marketing  division accounts
for the improvement.

         Distributor  royalties  and  commissions  as a  percentage  of  network
marketing sales remained constant at 37% in the third quarters of 1999 and 2000.
Effective  September 1, 2000, the Company modified its compensation plan for the
distributors.  Previously, distributors could purchase products from the Company
at  discounts  ranging  from 25% to 45%,  with total  royalties of 18% of retail
sales  paid to  master  affiliates  on their  organization's  sales.  After  the
modification,  the discounts at the time of purchase were changed,  ranging from
20% to 40%, with royalty payments totaling up to 23% to master  affiliates.  The
effect of this change on the financial statements is that distributor  royalties
and  commissions  will  increase as a  percentage  of net sales.  However,  this
increase will be offset by improved gross margins on these sales. These expenses
are governed by the distributor agreements and are directly related to the level
of sales.
<PAGE>

         During the second  quarter of 2000,  the  Company  closed its  Canadian
administrative  office facility and has replaced it with a smaller  distribution
center. All customer service, sales and marketing support,  accounting and other
administrative  services for the Canadian  operation are being provided from the
corporate office in Chesterfield,  Missouri. Expenses related to the closing the
Canadian facility,  including  severance payments to the office and sales staff,
were incurred  during the second  quarter.  The Company  incurred  approximately
US$70,000  in  expenses to close the office.  The  benefits of this  closing are
already being realized,  with the Canadian operation showing a pre-tax profit in
the months of August and September of 2000.

         Interest expense decreased  slightly from $154,000 in the third quarter
of 1999 to $150,000 in the third quarter of 2000.  The  Company's  average daily
balance drawn on the line of credit  decreased  slightly in the third quarter of
2000, as compared to the third quarter of 1999, and the Company's long-term debt
position has decreased slightly.

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

         The  statements  contained  in  Item  2  (Management's  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operation)  that  are  not
historical facts may be  forward-looking  statements (as such term is defined in
the rules promulgated  pursuant to the Securities Exchange Act of 1934) that are
subject to a variety of risks and uncertainties.  The forward-looking statements
are based on the beliefs of the  Company's  management,  as well as  assumptions
made by,  and  information  currently  available  to the  Company's  management.
Accordingly,  these statements are subject to significant  risks,  uncertainties
and  contingencies  which  could cause the  Company's  actual  growth,  results,
performance  and  business  prospects  and  opportunities  in 2000 and beyond to
differ   materially   from  those   expressed   in,  or  implied  by,  any  such
forward-looking  statements.  Wherever  possible,  words  such as  "anticipate,"
"plan," "expect," "believe,"  "estimate," and similar expressions have been used
to identify these forward-looking statements, but are not the exclusive means of
identifying  such  statements.  These  risks,  uncertainties  and  contingencies
include,  but are not limited to, the Company's  ability to continue to attract,
maintain and motivate its  distributors,  changes in the regulatory  environment
affecting network marketing sales and sales of food and dietary  supplements and
other risks and uncertainties detailed in the Company's other SEC filings.

Item 3.           Quantitative and Qualitative 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, 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.
<PAGE>

         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, the former sales/general manager of the Company's Canadian
subsidiary filed a lawsuit claiming damages for unlawful  termination and breach
of  contract.  The Company had  terminated  the  individual  in April 1998.  The
Company engaged Canadian  counsel to defend the lawsuit.  On September 28, 2000,
all claims against the Company  brought by the individual  were dismissed by the
Canadian  court,  which  also  awarded  the  Company  its  legal  costs  of  the
proceedings.  The  period  of time  for  commencing  an  appeal  of an  order of
dismissal under Canadian rules has expired.

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 25, 2000. At such meeting
the Company's Board of Directors was re-elected.

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.


<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: January 12, 2001        RELIV' INTERNATIONAL, INC.


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

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                  September 30     December 31
                                                                      2000            1999
                                                                  ------------    ------------
                                                                   (unaudited)     (see notes)
Assets

Current assets:
<S>                                                               <C>             <C>
  Cash and cash equivalents                                       $  1,265,376    $  1,531,700
  Accounts and notes receivable, less allowances of
    $200 in 2000 and $430,000 in 1999                                3,686,689         794,037
  Note receivable from officer                                          59,250         164,250
  Inventories
          Finished goods                                             2,950,159       1,826,748
          Raw materials                                              2,604,196       2,402,006
          Sales aids and promotional materials                         509,954         476,708
                                                                  ------------    ------------
                     Total inventories                               6,064,309       4,705,462

  Refundable income taxes                                              676,867         855,178
  Prepaid expenses and other current assets                            319,764         304,734
  Deferred income taxes                                                139,708         141,236
                                                                  ------------    ------------

Total current assets                                                12,211,963       8,496,597

Other assets:
  Goodwill, net of accumulated amortization of
    $105,108 in 2000 and $65,692 in 1999                               420,430         459,846
  Other assets                                                       1,036,295       1,013,130
                                                                  ------------    ------------

Total other assets                                                   1,456,725       1,472,976

Property, plant and equipment:
            Land                                                       829,222         829,222
            Building                                                 8,388,746       8,384,105
            Machinery & equipment                                    3,975,899       3,870,695
            Office equipment                                           487,752         454,729
            Computer equipment & software                            1,923,017       1,823,832
                                                                  ------------    ------------
                                                                    15,604,636      15,362,583
Less: Accumulated depreciation                                      (5,296,695)     (4,560,338)
                                                                  ------------    ------------
          Net property, plant and equipment                         10,307,941      10,802,245
                                                                  ------------    ------------

Total assets                                                      $ 23,976,629    $ 20,771,818
                                                                  ============    ============
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                  September 30     December 31
                                                                       2000            1999
                                                                  ------------    ------------
                                                                   (unaudited)     (see notes)
Liabilities and stockholders' equity

Current liabilities:
<S>                                                               <C>             <C>
  Accounts payable and accrued expenses:
            Trade accounts payable                                $  6,921,669    $  3,993,555
            Distributors commissions payable                         1,170,207       1,421,286
            Sales taxes payable                                        211,712         204,552
            Interest expense payable                                    55,257          31,871
            Payroll and payroll taxes payable                          205,803         127,800
            Other accrued expenses                                     269,751         103,548
                                                                  ------------    ------------
Total accounts payable and accrued expenses                          8,834,399       5,882,612

    Income taxes payable                                                     0           3,391
    Borrowings under line of credit                                  2,018,871       1,792,986
    Current maturities of long-term debt and
      capital lease obligations                                        570,115         622,973
    Unearned income                                                      5,003           5,003
                                                                  ------------    ------------

  Total current liabilities                                         11,428,388       8,306,965

Capital lease obligations, less current maturities                     185,383         305,081
Long-term debt, less current maturities                              4,981,303       4,990,639
Other non-current liabilities                                          445,411         350,415

Stockholders' equity:
  Common stock, no par value; 20,000,000 shares
   authorized; 9,560,158 shares issued and outstanding
   as of 9/30/2000 and 9,551,102 as of 12/31/1999                    9,083,841       9,082,382
  Notes receivable-officers and directors                              (33,056)        (38,217)
  Accumulated deficit                                               (1,454,279)     (1,889,297)
  Accumulated other comprehensive loss:
  Foreign currency translation adjustment                             (660,362)       (336,150)
                                                                  ------------    ------------

Total stockholders' equity                                           6,936,144      6,818,718
                                                                  ------------    ------------


Total liabilities and stockholders' equity                        $ 23,976,629    $ 20,771,818
                                                                  ============    ============
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                Three months ended September 30     Nine months ended September 30
                                                                       2000            1999               2000            1999
                                                                  ------------    ------------       ------------    ------------
                                                                   (unaudited)     (unaudited)        (unaudited)     (unaudited)


<S>                                                               <C>             <C>                <C>             <C>
Sales at suggested retail                                         $ 23,545,302    $ 21,949,007       $ 65,345,434    $ 69,437,840
  Less: distributor allowances on product purchases                  6,617,214       4,982,390         18,142,164      15,813,749
                                                                  ------------    ------------       ------------    ------------

Net sales                                                           16,928,088      16,966,617         47,203,270      53,624,091

Costs and expenses:
  Cost of products sold                                              6,153,754       8,981,652         18,315,702      27,969,050
  Distributor royalties and commissions                              4,585,720       3,551,871         12,284,126      11,742,671
  Selling, general and administrative                                5,685,958       4,883,658         15,502,494      14,683,105
                                                                  ------------    ------------       ------------    ------------

Total costs and expenses                                            16,425,432      17,417,181         46,102,322      54,394,826
                                                                  ------------    ------------       ------------    ------------

Income from operations                                                 502,656        (450,564)         1,100,948        (770,735)

Other income (expense):
  Interest income                                                       11,489          19,472             36,661          81,172
  Interest expense                                                    (149,999)       (154,410)          (475,919)       (425,103)
  Other income/(expense)                                                39,986          21,399            (10,889)         65,779
                                                                  ------------    ------------       ------------    ------------

Income (loss) before income taxes                                      404,132        (564,103)           650,801      (1,048,887)
Provision (benefit) for income taxes                                   169,380        (213,910)           267,879        (398,577)
                                                                  ------------    ------------       ------------    ------------

Net income (loss)                                                 $    234,752    ($   350,193)      $    382,922    ($   650,310)
                                                                  ============    ============       ============    ============

Earnings (loss) per common share                                  $       0.02    ($      0.04)      $       0.04    ($      0.07)
                                                                  ============    ============       ============    ============

Earnings (loss) per common share - assuming dilution              $       0.02    ($      0.04)      $       0.04    ($      0.07)
                                                                  ============    ============       ============    ============
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
                                                                                Nine months ended September 30
                                                                                      2000           1999
                                                                                  -----------    -----------

Operating activities:
<S>                                                                               <C>            <C>
Net income (loss)                                                                 $   382,922    ($  650,310)
Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating
  activities:
    Depreciation and amortization                                                     838,590        819,877
    Foreign currency translation (gain) loss                                           33,598        (24,108)
    (Increase) decrease in accounts and notes receivable                           (1,462,637)      (430,084)
    (Increase) decrease in inventories                                             (1,447,398)    (1,385,238)
    (Increase) decrease in refundable income taxes                                    174,139       (397,969)
    (Increase) decrease in prepaid expenses
      and other current assets                                                        (21,668)      (102,723)
    (Increase) decrease in other assets                                               (32,903)      (306,232)
    Increase (decrease) in accounts payable and accrued expenses                    1,649,220      1,092,281
    Increase (decrease) in income taxes payable                                        (1,392)        49,607
    Increase (decrease) in unearned income                                               --         (102,018)
                                                                                  -----------    -----------

Net cash provided by (used in) operating activities                                   112,471     (1,436,917)

Investing activities:
Purchase of property, plant and equipment                                            (319,522)      (966,258)
Repayment of loans by officers and directors                                          110,161          4,860
                                                                                  -----------    -----------

Net cash used in investing activities                                                (209,361)      (961,398)

Financing activities:
Net borrowings under line of credit                                                   225,885      1,398,123
Proceeds from long-term borrowings                                                    240,000        300,000
Principal payments on long-term borrowings                                           (336,793)      (311,094)
Principal payments under capital lease obligations                                    (85,099)      (119,555)
Proceeds from stock options exercised                                                   1,459           --
Dividends paid                                                                           --          (96,505)
Purchase of treasury stock                                                               --          (58,682)
                                                                                  -----------    -----------

Net cash provided by financing activities                                              45,452      1,112,287

Effect of exchange rate changes on cash and cash equivalents                         (214,886)        79,582
                                                                                  -----------    -----------

Decrease in cash and cash equivalents                                                (266,324)    (1,206,446)

Cash and cash equivalents at beginning of period                                    1,531,700      2,816,804
                                                                                  -----------    -----------

Cash and cash equivalents at end of period                                        $ 1,265,376    $ 1,610,358
                                                                                  ===========    ===========
</TABLE>

See notes to financial statements


<PAGE>

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

September 30, 2000

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,
2000 are not necessarily  indicative of the results that may be expected for the
year ended December 31, 2000.

The  balance  sheet at  December  31,  1999 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, 1999.

Note 2--      Restatement of Prior Interim Periods


For the  three-month  periods ended March 31, 2000, June 30, 2000, and September
30, 2000, the Company understated cost of goods sold by (respectively) $125,133,
$184,284  and  $227,479  due to  inventory  costing  errors.  This  resulted  in
overstatements of previously  reported quarterly net income of $77,583 ($.01 per
share  basic and  diluted),  $114,256  ($.01 per share  basic and  diluted)  and
$141,037 ($.01 per share basic and diluted).  Net income as adjusted was $85,555
($.01 per share basic and diluted) for the first quarter of 2000, $62,615 ($.01
per share basic and diluted)  for the second  quarter,  and  $234,752  ($.02 per
share basic and diluted) for the third quarter.


Note 3--      Earnings per Share

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                   Three months ended September 30     Nine months ended September 30
                                                           2000          1999                  2000          1999
                                                      --------------------------          -------------------------
<S>                                                   <C>           <C>                   <C>           <C>
Numerator:
  Numerator for basic and diluted
    earnings per share--net income/(loss)             $   234,752   ($  350,193)          $   382,922   ($  650,310)
Denominator:
  Denominator per basic earnings per
    share--weighted average shares                      9,553,000     9,649,000             9,553,000     9,649,000
  Effect of dilutive securities:
    Employee stock options and other warrants             371,000          --                 371,000          --
                                                       -------------------------          -------------------------

    Denominator for diluted earnings per
      share--adjusted weighted average shares           9,924,000     9,649,000             9,924,000     9,649,000
                                                      ==========================          ==========================

Basic earnings/(loss) per share                       $      0.02   ($     0.04)          $      0.04   ($     0.07)
                                                      ==========================          ==========================
Diluted earnings/(loss) per share                     $      0.02   ($     0.04)          $      0.04   ($     0.07)
                                                      ==========================          ==========================
</TABLE>


Note 4--      Comprehensive Income


Total comprehensive income was $49,002 and $58,710 for the three months and nine
months ended  September  30, 2000,  respectively.  For the three and nine months
ended  September  30,  1999,  comprehensive  loss  was  $397,559  and  $561,593,
respectively.  The Company's only component of other comprehensive income is the
foreign currency translation adjustment.

<PAGE>

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

September 30, 2000


Note 5--      Segment Information
<TABLE>
<CAPTION>
                                                               Three months ended                    Three months ended
                                                               September 30, 2000                    September 30, 1999
                                                               ------------------                    ------------------
                                                            Network       Manufacturing           Network       Manufacturing
                                                           marketing      and packaging          marketing      and packaging
                                                          -------------------------------       -------------------------------

<S>                                                           <C>               <C>                  <C>              <C>
          Net sales to external customers                     12,535,386        4,392,702            9,729,566        7,237,051
          Intersegment net sales                                      --        1,952,676                   --        1,392,638
          Segment profit/(loss)                                  647,922          270,381              361,553         (432,945)

</TABLE>

<TABLE>
<CAPTION>

                                                                Nine months ended                    Nine months ended
                                                               September 30, 2000                    September 30, 1999
                                                               ------------------                    ------------------
                                                            Network       Manufacturing           Network       Manufacturing
                                                           marketing      and packaging          marketing      and packaging
                                                          -------------------------------       -------------------------------

<S>                                                           <C>              <C>                  <C>              <C>
          Net sales to external customers                     33,919,958       13,283,312           31,056,509       22,567,582
          Intersegment net sales                                      --        5,318,630                   --        4,677,551
          Segment profit/(loss)                                2,056,230          261,941            1,320,182         (977,980)
          Segment assets                                      14,111,925        8,599,328           13,370,696        5,790,273
</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 September 30       Nine months ended September 30
                                                                2000             1999                  2000              1999
                                                          -------------------------------       -------------------------------

<S>                                                            <C>                <C>                <C>                <C>
          Total profit for reportable segments                   918,303          (71,392)           2,318,171          342,202
          Corporate expenses                                    (415,646)        (379,172)          (1,217,222)      (1,112,937)
          Non operating - net                                     51,474           40,871               25,771          146,951
          Interest expense                                      (149,999)        (154,410)            (475,919)        (425,103)
                                                             ----------------------------          ----------------------------

          Income before income taxes                             404,132         (564,103)             650,801       (1,048,887)
                                                             ============================          ============================

</TABLE>

Note 6--      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  was terminated by the Company in April 1998. In September  2000,
this lawsuit was dismissed in favor of the Company.