8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 9, 2009

RELIV’ INTERNATIONAL, INC.

 (Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-11768	37-1172197
(Commission File Number)	(IRS Employer Identification No.)

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

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

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     ¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

     ¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 3.01.     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 9, 2009, Reliv International, Inc. (“Reliv”) notified The Nasdaq Stock Market, LLC (“Nasdaq”) that its Board of Directors was no longer comprised of a majority of independent directors as required by Rule 5605(b)(1) of the Nasdaq Listing Rules.  As previously reported by Reliv in its Current Report on Form 8-K filed on May 29, 2009, Patrick Doherty resigned from Reliv’s Board of Directors on May 27, 2009 and declined to stand for re-election.  At Reliv’s annual shareholder’s meeting on May 28, 2009, Reliv’s remaining eight directors were re-elected, four of whom Reliv’s Board of Directors has determined qualify as independent directors under Nasdaq Listing Rules.

In response to Reliv’s notice, Nasdaq issued a deficiency letter to Reliv on June 11, 2009 indicating that Reliv fails to comply with the majority independent board requirement for continued listing set forth in Listing Rule 5605.  Reliv intends to regain compliance with the requirement that its Board of Directors have a majority of independent directors prior to the expiration of the cure period provided pursuant to Listing Rule 5605(b)(1)(A).

On June 15, 2009, Reliv issued a press release announcing receipt of this notice. The full text of the press release is set forth in Exhibit 99 attached hereto.

Item 9.01.  Financial Statements and Exhibits

(c)           Exhibits

99 Press Release dated June 15, 2009 captioned:  “Reliv International Receives Notice from Nasdaq.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Relìv International, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Chesterfield, State of Missouri, on June 15, 2009.

RELIV’ INTERNATIONAL, INC.
By:	/s/ Steven D. Albright
	Steven D. Albright
	Chief Financial Officer

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EX-99

PRESS RELEASE

Contact: Barry Murov, 636-733-1303 barrym@relivinc.com

For immediate release

Reliv International Receives Notice from Nasdaq

CHESTERFIELD, Mo., June 15, 2009 – Reliv International, Inc. (NASDAQ:RELV), a nutritional supplement and direct selling company, today announced it received a letter from Nasdaq on June 11, 2009, stating that Reliv is no longer in compliance with Nasdaq’s independent director requirement under Listing Rule 5605.

Under Nasdaq rules, independent directors must comprise a majority of a company’s board.  Reliv recently announced the resignation of an independent director, Patrick Doherty, from its board and also said it has initiated a search to replace Mr. Doherty.

Reliv’s board is currently comprised of eight directors, four of whom qualify as independent.

Under the Nasdaq Listing Rule, Reliv has one year from Mr. Doherty’s resignation on May 27, 2009, or by the date of Reliv’s next annual shareholders’ meeting, to regain compliance with the independent director requirement.  Reliv’s next annual meeting is scheduled for May 27, 2010, and the company expects to comply with the Nasdaq Listing Rule by that date.

About Reliv

Reliv International, Inc., based in Chesterfield, Mo., is a developer, manufacturer and marketer of a proprietary line of nutritional supplements.  Reliv supplements address essential daily nutrition, weight loss and targeted solutions such as energy and performance enhancement, digestive health, women’s health and anti-aging.  Reliv sells its products through an international network marketing system of approximately 68,680 independent distributors.  Additional information about Reliv International, Inc. can be obtained on the Web at www.reliv.com.

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