EXHIBIT 3.3

                             AMENDMENT TO BY-LAWS OF
                           RELIV' INTERNATIONAL, INC.

     The  following  amendment to the By-Laws of Reliv'  International,  Inc., a
Delaware  corporation,  was adopted by action by the Board of  Directors  of the
Corporation on March 22, 2001:

     Article  III,  Section 1 of the By-Laws of the  Corporation  was amended to
read as follows:

          SECTION 1. NUMBER AND TERM. --The number of directors shall consist of
     not less than five (5) nor more than fifteen (15) persons. The exact number
     of directors,  within the minimum and maximum limitations  specified in the
     preceding  sentence,  shall  be  fixed  from  time to time by the  Board of
     Directors  pursuant  to a  resolution  adopted by a majority  of the entire
     Board of Directors. The directors shall be elected at the annual meeting of
     the  stockholders  and each  director  shall be elected to serve  until his
     successor  shall be  elected  and shall  qualify.  Each  director  shall be
     elected  for a term of one year and  until his  successor  is  elected  and
     qualified, except as otherwise provided herein or required by law.


Dated: March 22, 2001