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): August 25, 2004

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

          Delaware                   1-11768                     37-1172197
(State or other jurisdiction       (Commission                 (IRS Employer
      of incorporation)            File Number)              Identification No.)

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

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

                                       N/A
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

|_| 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 (17CFR
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 No. 5.02 - Appointment of Principal Officers

      On August 25, 2004, by action of the Registrant's Board of Directors, the
following changes were made with respect to the executive officers of the
Registrant:

      1. DAVID G. KREHER, age 51, was appointed to the offices of Executive
Vice-President and Chief Financial Officer. Mr. Kreher previously held the
positions of Senior Vice-President and Chief Operating Officer. Mr. Kreher is
also Secretary and a director of Reliv', Inc. and Reliv' World Corporation. Mr.
Kreher was employed by the Registrant in September, 1991, and became Senior Vice
President on July 1, 1992. Mr. Kreher was named Chief Operating Officer in
January, 2001. Mr. Kreher holds a B.S. degree in accounting from Southwest
Missouri State University. Mr. Kreher has been a director of the Registrant
since June 1, 1994, and is the brother-in-law of Robert L. Montgomery, President
and Chief Executive Officer of the Registrant.

      In April, 2002, the Registrant entered into an Employment Agreement with
Mr. Kreher. The initial term of the Agreement expired in April, 2003, and
thereafter automatically renews for one year terms unless written notice is
given more than 30 days prior to expiration of the term. The Agreement provides
for Mr. Kreher to receive base annual compensation of not less than $300,000.
Mr. Kreher is also to participate in the annual incentive compensation and
long-term incentive compensation plans of the Registrant adopted in April, 1994,
the Registrant's stock option plans and such other compensation plans as the
Registrant may from time to time have for executives of the Registrant. The
Agreement includes the obligation of Mr. Kreher to maintain the confidentiality
of confidential information of the Registrant.

      2. R. SCOTT MONTGOMERY, age 34, was appointed to the office of Senior
Vice-President of Worldwide Operations. Mr. Montgomery previously held the
position of Vice President of International Operations, and has been employed by
the Registrant since 1993. He has held various positions during this time,
including Director of U.S. Distributor Relations, Director of Domestic and
International Operations and Director of International Development. Mr.
Montgomery has a B.S. degree in Finance from Southwest Missouri State
University, and is the son of Robert L. Montgomery, President and Chief
Executive Officer of the registrant, and the nephew of David G. Kreher,
Executive Vice-President and Chief Financial Officer of the Registrant.

      In April, 2002, the Registrant entered into Employment Agreement with Mr.
Montgomery. The initial term of the agreement expired in April, 2003, thereafter
automatically renewing for one year terms unless written notice is given more
than 30 days prior to expiration of the term. The Agreement provides for Mr.
Montgomery to receive base annual compensation of not less than $105,000. Mr.
Montgomery is also to participate in the annual incentive compensation and
long-term incentive compensation plans of the Registrant adopted in April, 1994,
the Registrant's stock option plans and such other compensation


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plans as the Registrant may from time to time have for executives of the
Registrant. The Agreement includes the obligation of Mr. Montgomery to maintain
the confidentiality of confidential information of the Registrant.


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                                   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 hereunto duly authorized.

                                                Reliv International, Inc.
                                                --------------------------------
                                                (Registrant)


Date:  August 31, 2004                          By:  /s/ Robert L. Montgomery
                                                     ---------------------------
                                                     Robert L. Montgomery,
                                                     Chief Executive Officer


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