SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                        Securities Exchange Act of 1934

                        for Quarter ended April 30, 2002
                         Commission File Number 0-13301

                              RF INDUSTRIES, LTD.

             (Exact name of registrant as specified in its charter)

                                Nevada 88-0168936

          (State of Incorporation) (I.R.S. Employer Identification No.)

        7610 Miramar Road., Bldg. 6000, San Diego, California 92126-4202

              (Address of principal executive offices) (Zip Code)

                       (858) 549-6340 FAX (858) 549-6345

                (Issuer's telephone number, including area code)
       Securities registered pursuant to Section 12(b) of the Act: None.


Check  whether  the issuer  (1) 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 (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days

                                    Yes X      No
                                       ---

State the number of shares outstanding of each of the issuer's classes of common
stock at the latest practicable date.

As of May 31, 2002, the registrant  had 3,409,354  shares of Common Stock,  $.01
par value, outstanding.

Transitional small business disclosure format

                                    Yes       No X
                                                ---





<PAGE>



Part I.   FINANCIAL INFORMATION
                                             RF INDUSTRIES, LTD. AND SUBSIDIARY
                                           CONDENSED CONSOLIDATED BALANCE SHEETS

Item 1: Financial Statements

  ASSETS                                                  April 30    October 31
-----------                                                 2002         2001
                                                         ----------   ----------
                                                         (Unaudited)
CURRENT ASSETS
Cash and cash equivalents ............................   $1,393,572   $  915,538
Investments in available-for-sale securities .........    1,790,040    1,744,851
Trade accounts receivable, net of allowance
for doubtful accounts of $90,411 and $42,000 .........    1,187,820      981,803
Notes receivable .....................................       12,000       12,000
Income tax refund receivable .........................      105,192      216,192
Inventories ..........................................    4,272,630    4,746,125
Other current assets .................................      215,885      111,214
Deferred tax assets ..................................      150,130      155,700
                                                         ----------   ----------
     TOTAL CURRENT ASSETS ............................    9,127,269    8,883,423
                                                         ----------   ----------
PROPERTY AND EQUIPMENT
Equipment and tooling ................................    1,062,414    1,050,922
Furniture and office equipment .......................      248,826      243,357
                                                         ----------   ----------
     Fixed assets, at cost ...........................    1,311,240    1,294,279
     Less accumulated depreciation ...................      819,370      737,279
                                                         ----------   ----------
     NET FIXED ASSETS ................................      491,870      557,000
                                                         ----------   ----------
Intangible assets ....................................      174,698      174,698
Less accumulated amortization ........................       11,646       11,646
                                                         ----------   ----------
     NET INTANGIBLE ASSETS ...........................      163,052      163,052
Note receivable from stockholder .....................       70,000       70,000
Other assets .........................................       11,471       11,471
                                                         ----------   ----------
     TOTAL ASSETS                                        $9,863,662   $9,684,946
                                                         ==========   ==========




       See Notes to Condensed Consolidated Unaudited Financial Statements.



                                       2


<PAGE>
                                            RF INDUSTRIES, LTD. AND SUBSIDIARY
                                           CONDENSED CONSOLIDATED BALANCE SHEETS

Item 1: Financial Statements

                                                           April 30   October 31
                                                             2002         2001
                                                         ----------   ----------
                                                         (Unaudited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------------
CURRENT LIABILITIES
Accounts payable .................................   $   133,010    $   107,145
Notes payable ....................................        41,663         50,000
Accrued expenses .................................       202,949        278,407
                                                      -----------    -----------
     Total current liabilities....................       377,622        435,552

Notes payable, net of current portion ............                       39,163

Deferred tax liabilities .........................        25,700         25,700
                                                      -----------    -----------
     TOTAL LIABILITIES ...........................       403,322        500,415
                                                      -----------    -----------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock - authorized 10,000,000 shares
  of $.01 par value; 3,441,054 shares issued .....        34,410         34,410

Additional paid-in capital .......................     4,695,147      4,695,147
Retained earnings ................................     4,786,986      4,543,376
Unearned compensation ............................             0        (23,490)
Accumulated other comprehensive gain (loss).......           723         (7,986)
Receivables from sale of stock ...................        (1,715)        (1,715)
Treasury stock, at cost - 31,700 shares ..........       (55,211)       (55,211)
                                                      -----------    -----------
     TOTAL STOCKHOLDERS' EQUITY ..................     9,460,340      9,184,531
                                                      -----------    -----------
      TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY .....................   $ 9,863,662    $ 9,684,946
                                                      ===========    ===========


       See Notes to Condensed Consolidated Unaudited Financial Statements.



                                       3


<PAGE>




Item 1:   Financial Statements (continued)
<TABLE>
<CAPTION>
                                                    RF INDUSTRIES, LTD. AND SUBSIDIARY
                                                   CONDENSED CONSOLIDATED STATEMENTS OF
                                                      INCOME AND COMPREHENSIVE INCOME

                                               Three Months Ended            Six Months Ended
                                                     April 30                    April 30
                                             -----------------------     ------------------------
                                                   (Unaudited)                  (Unaudited)
                                                2002          2001          2002          2001
                                             ---------     ---------     ---------     ---------
<S>                                        <C>           <C>           <C>           <C>
Net sales ..............................   $ 2,090,989   $ 2,403,539   $ 4,275,906   $ 4,752,140
Cost of sales ..........................       956,996     1,138,063     2,106,676     2,358,227
                                             ---------     ---------     ---------     ---------
     Gross profit ......................     1,133,993     1,265,476     2,169,230     2,393,913
                                             ---------     ---------     ---------     ---------
Operating expenses:
     Engineering .......................       142,192       125,675       306,227       241,404
                                               735,628       792,080     1,505,611     1,443,635
     Selling and general ...............     ---------     ---------     ---------     ---------
         Totals ........................       877,820       917,755     1,811,838     1,685,039
                                             ---------     ---------     ---------     ---------
Operating income .......................       256,173       347,721       357,392       708,874
                                             ---------     ---------     ---------     ---------
Other income:
     Commissions .......................             0        42,784         8,215        60,857
     Interest ..........................        16,249        23,413        40,003        54,921
                                             ---------     ---------     ---------     ---------
         Totals ........................        16,249        66,197        48,218       115,778
                                             ---------     ---------     ---------     ---------
Income before provision
    for income tax .....................       272,422       413,918       405,610       824,652
Provision for income tax ...............       111,000       164,500       162,000       330,000
                                             ---------     ---------     ---------      --------
Net income .............................   $   161,422   $   249,418   $   243,610   $   494,652
                                             =========     =========     =========     =========
Basic earnings per share ...............   $      0.05   $      0.07   $      0.07   $      0.15
                                             =========     =========     =========     =========
Diluted earnings per share .............   $      0.04   $      0.06   $      0.06   $      0.13
                                             =========     =========     =========     =========

Basic weighted average .................     3,409,354     3,403,054     3,409,354     3,402,882
    shares outstanding .................     =========     =========     =========     =========

Diluted weighted average ...............     3,851,303     3,876,147     3,848,809     3,949,752
    shares outstanding .................     =========     =========     =========     =========

COMPREHENSIVE INCOME:
Net income .............................   $   161,422   $   249,418   $   243,610   $   494,652
Unrealized gain (loss) on available-
for-sale securities, net of deferred tax         1,613         4,018         8,709       (16,743)
                                             ---------     ---------     ---------     ----------
     Total comprehensive income ........   $   163,035   $   253,436   $   252,319   $   477,909
                                             =========     =========     =========     =========
</TABLE>


       See Notes to Condensed Consolidated Unaudited Financial Statements.


                                       4

<PAGE>
Item 1: Financial Statements (continued)
<TABLE>
<CAPTION>

                                                        RF INDUSTRIES, LTD. AND SUBSIDIARY
                                                              CONDENSED CONSOLIDATED
                                                             STATEMENTS OF CASH FLOWS
                                                                   (Unaudited)
                                                             Six months ended April 30
                                                         ---------------------------------

                                                                 2002           2001
OPERATING ACTIVITIES                                           --------       --------
<S>                                                         <C>            <C>
Net income ..............................................   $   243,610    $   494,652
Adjustments to reconcile net income to
net cash provided by (used in) operating activities
     Bad debts ..........................................        50,000         28,320
     Inventory deposit write-offs .......................                       30,294
     Depreciation and amortization ......................        82,721         62,588
     Amortization of unearned compensation ..............        23,490         47,028

Changes in operating assets and liabilities, net of

       acquisition payment in 2001:
          Trade accounts receivable .....................      (256,017)       376,293
          Inventories ...................................       473,495       (933,463)
          Other assets ..................................         6,329         11,509
          Accounts payable ..............................        25,865       (251,455)
          Accrued expenses ..............................       (75,458)      (193,479)
                                                            -----------    -----------
      Net cash provided by (used in) operating activities       574,035       (327,713)
                                                            -----------    -----------
INVESTING ACTIVITIES
      Proceeds from sale of (investment in) securities ..       (30,910)       461,706
      Capital expenditures                                      (17,591)      (110,345)
      Payment for acquisition, net of cash acquired .....                     (147,078)
                                                            -----------    -----------
      Net cash provided by (used in) investing activities       (48,501)       204,283
                                                            -----------    -----------
FINANCING ACTIVITIES
      Payments on loans payable .........................       (47,500)      (220,371)
      Proceeds from exercise of common stock options ....                        1,561
                                                            -----------    -----------
      Net cash used in  financing activities ............       (47,500)      (218,810)
                                                            -----------    -----------
Net increase (decrease) in cash and cash equivalents ....       478,034       (342,240)

Cash and cash equivalents at the
      beginning of the period ...........................       915,538        557,923
                                                            -----------    -----------
Cash and cash equivalents at the end of the period ......   $ 1,393,572    $   215,683
                                                            ===========    ===========
SUPPLEMENTARY CASH FLOW DATA:
     Income taxes paid ..................................   $    51,000    $   255,000
                                                            ===========    ===========
 Noncash investing and financing activities:
     Fair value of assets acquired ......................                  $   496,504
     Liabilities assumed ................................                     (207,341)
     Seller financing ...................................                     (139,163)
                                                                           -----------
     Cash paid ..........................................                  $   150,000
                                                                           ===========

</TABLE>

      See Notes to Condensed Consolidated Unaudited Financial Statements.


                                       5
<PAGE>

                       RF INDUSTRIES, LTD. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Unaudited interim financial statements:

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in conformity with accounting  principles  generally accepted
     in the United States of America for interim financial  information and with
     the  instructions to Form 10-QSB.  Accordingly,  they do not include all of
     the information and footnotes required by accounting  principles  generally
     accepted in the United States of America 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 three and six month periods ended April
     30, 2002 are not necessarily indicative of the results that may be expected
     for the year ending October 31, 2002. The unaudited condensed  consolidated
     financial  statements  should  be read in  conjunction  with the  financial
     statements and footnotes thereto included in the Company's annual report on
     Form 10-KSB for the year ended October 31, 2001.

Note 2 - Components of inventory

                                  April 30, 2002       October 31, 2001
                                  ---------------     ------------------
                                     (Unaudited)          (Audited)
     Raw material and supplies .....   $ 781,410          $ 822,180
     Finished goods ................   3,491,220          3,923,945
                                      ----------         ----------
      Totals ....................... $ 4,272,630        $ 4,746,125
                                      ==========         ==========

Note 3 - Earnings per share:

     The Company  follows the  provisions  of Statement of Financial  Accounting
     Standards No. 128, "Earnings per Share", which requires the presentation of
     "basic" and "diluted"  earnings per common share,  as further  explained in
     Note 1 of the notes to the audited  financial  statements  of the  Company,
     included in Form 10-KSB for the fiscal year ended October 31, 2001.

     Basic  earnings  per share is  computed  by  dividing  net  earnings by the
     weighted average number of common stock outstanding during the period.

     Diluted  earnings  per share is computed by  dividing  net  earnings by the
     weighted  average number of shares of common stock increased by the effects
     of  assuming  that other  potentially  dilutive  securities  (such as stock
     options) outstanding during the period had been exercised.



                                       6
<PAGE>

     The following table summarizes basic and diluted shares:
<TABLE>
<CAPTION>
                                                             Three Months Ended       Six Months Ended
                                                                   April 30               April 30

                                                               2002        2001        2002         2001
                                                            ---------   ---------   ----------   ---------
<S>                                                         <C>         <C>         <C>         <C>
           Weighted average shares outstanding for
               basic net earnings per share .............   3,409,354   3,403,054   3,409,354   3,402,882

           Add effects of potentially dilutive securities-
               assumed exercised of stock options .......     441,949     473,093     439,455     546,870
                                                            ---------   ---------   ---------   ---------
           Weighted average shares for diluted net
               earnings per share .......................   3,851,303   3,876,147   3,848,809   3,949,752
                                                            =========   =========   =========   =========
</TABLE>

Note 4 - Segment Information

Net sales and income (loss) before provision for income taxes for the three
months ended April 30, 2002 and 2001 follows:

<TABLE>
<CAPTION>
                                                                           Common/      Intercompany
                             Connector        Neulink      Bioconnect      Corporate       Sales         Total
                            -----------     ----------    ------------    -----------   ------------   ----------
<S>                         <C>             <C>           <C>             <C>          <C>            <C>
     2002
   --------
Net sales ................. $ 1,787,971     $ 203,914      $ 284,506                    $ (185,402)   $ 2,090,989

Income (loss) before
 provision for income
    taxes .................     246,708       (20,686)        30,151         16,249                       272,422

Depreciation and
   amortization ...........      22,217         6,042         13,277                                       41,536

Total assets ..............   8,644,055     1,105,355        114,252                                    9,863,662

Additions to property
   and equipment ..........       7,198                        5,842                                       13,040

    2001
  --------
Net sales ................. $ 2,176,271   $   157,689    $    69,579                                  $ 2,403,539

Income (loss) before
   provision for income
    taxes .................     465,613        30,748       (144,902)      $ 62,459                       413,918

Depreciation and
   amortization ...........      17,775         3,225          9,624                                       30,624

Total assets ..............   7,701,887     1,240,142        358,429                                    9,300,458

Additions to property
   and equipment ..........      19,706                                                                    19,706

</TABLE>


                                  7

<PAGE>

     Net sales and income (loss)  before  provision for income taxes for the six
     months ended April 30, 2002 and 2001 follows:
<TABLE>
<CAPTION>
                                                                            Common/      Intercompany
                             Connector        Neulink      Bioconnect      Corporate        Sales        Total
                            -----------     ----------    ------------    -----------   ------------   ----------
<S>                         <C>             <C>            <C>            <C>          <C>            <C>
   2002
 --------

Net sales ................  $ 3,558,721     $ 553,146      $ 454,919                    $ (290,880)   $ 4,275,906

Income (loss) before
 provision for income
    taxes ................      458,797        43,794       (136,984)      $ 40,003                       405,610

Depreciation and
   amortization ..........       45,610        11,043         26,068                                       82,721

Total assets .............    8,644,055     1,105,355        114,252                                    9,863,662

Additions to property
   and equipment .........       10,945                        6,646                                       17,591

   2001
 --------

Net sales ................  $ 4,229,547     $ 402,943      $ 119,650                                  $ 4,752,140

Income (loss) before
 provision for income
   taxes .................    1,089,655      (110,546)      (212,230)   $    57,773                       824,652

Depreciation and
   amortization ..........       40,985         6,543         15,060                                       62,588

Total assets .............    7,701,887     1,240,142        358,429                                    9,300,458

Additions to property
   and equipment .........      110,345                                                                   110,345

</TABLE>

Note 5 - New accounting policy

     The Company has elected early adoption of SFAS No. 142, "Goodwill and Other
     Intangible  Assets",  which  requires that goodwill and certain  intangible
     assets,  including those recorded in past business combinations,  no longer
     be amortized  against  earnings,  but instead be tested for  impairment  at
     least  annually.  The Company  believes there is no material  impact on the
     financial statements.

Item 2: Management's  discussion and analysis of financial condition and results
        of operations

This report contains  forward-looking  statements.  These  statements  relate to
future events or the Company's future financial performance.  In some cases, you
can identify  forward-looking  statements by terminology  such as "may," "will,"
"should,"  "except," "plan,"  "anticipate,"  "believe,"  "estimate,"  "predict,"
"potential"  or  "continue,"  the  negative  of such  terms or other  comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.



                                       8
<PAGE>

Although  the  Company   believes  that  the   expectations   reflected  in  the
forward-looking  statements are reasonable,  the Company cannot guarantee future
results, levels of activity, performance or achievements.  Moreover, neither the
Company,  nor any other  person,  assumes  responsibility  for the  accuracy and
completeness  of  the  forward-looking  statements.  The  Company  is  under  no
obligation to update any of the  forward-looking  statements after the filing of
this  Quarterly  Report on Form  10-QSB to  conform  such  statements  to actual
results or to changes in its expectations.

The  following  discussion  should  be read in  conjunction  with the  Company's
financial  statements  and the  related  notes and other  financial  information
appearing  elsewhere  in this Form  10-QSB.  Readers are also urged to carefully
review and consider the various disclosures made by the Company which attempt to
advise  interested  parties of the factors which affect the Company's  business,
including   without   limitation   the   disclosures   made  under  the  caption
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  under  the  caption  "Risk  Factors,"  and the  audited  financial
statements  and related notes  included in the Company's  Annual Report filed on
Form 10-KSB for the year ended  October  31, 2001 and other  reports and filings
made with the Securities and Exchange Commission.

Liquidity and Capital Resources

Management  believes  that  existing  current  assets  and the amount of cash it
anticipates it will generate from current  operations will be sufficient to fund
the anticipated liquidity and capital resource needs of the Company for at least
twelve  months.  The Company does not,  however,  currently  have any commercial
banking  arrangements  providing for loans, credit facilities or similar matters
should the Company need to obtain additional  capital.  Management believes that
its existing  assets and the cash expected to be generated from  operations will
be sufficient during the current fiscal year are based on the following:

o    As  of  April  30,  2002,  the  amount  of  cash,  cash  equivalents,   and
     available-for-sale securities was equal to $ 3,183,612 in the aggregate.

o    As of April 30, 2002,  the Company had  $9,127,269 in current  assets,  and
     only $377,622 of current liabilities

o    As of  April  30,  2002,  the  Company  had  only  $41,663  of  outstanding
     indebtedness (other than accounts payable and other current liabilities).

The Company does not believe it will need material  additional capital equipment
in fiscal 2002.  In the past,  the Company has financed  some of its fixed asset
requirements  through capital leases. No additional capital equipment  purchases
have been currently identified that would require significant additional leasing
or capital  obligations during fiscal 2002.  Management also believes that based
on the  Company's  financial  condition  at  April  30,  2002,  the  absence  of
outstanding bank debt and recent operating results, the Company would be able to
obtain bank loans to finance its expansion, if necessary,  although there can be
no assurance  any bank loan would be  obtainable,  or if  obtained,  would be on
favorable terms or conditions.



                                      9

<PAGE>

Net cash provided by operating  activities  for the first six months of 2002 was
$574,035  whereas cash used in operating  activities for the first six months of
2001 was $327,713. Non cash outlays for bad debts, inventory deposit write-offs,
depreciation and amortization, and amortization of unearned income for the first
six months were $ 156,211  compared to $168,230  for the  previous  year.  Trade
accounts  receivable  increased $256,017 compared to an decrease of $376,293 the
previous  year.  The  increase  is due to some slow paying  accounts  due to our
economy.  Accounts payable  increased $25,865 compared to a decrease of $251,455
the previous year. Accrued expenses decreased $ 75,458 compared to a decrease of
$193,479 the previous  year.  The Company was able to further reduce its accrued
expenses as a result of its good cash position.

Net cash used in investing activities was $48,501 for the first six months ended
April 30,  2002,  and  consisted of  investments  in  securities  of $30,910 and
capital expenditures of $17,591.

Net cash used in financing activities was $47,500 for the six months ended April
20, 2002, and consisted of payment on the loan payable to Bioconnect.

As of April 30, 2002 the Company had $1,393,572 in cash and cash equivalents and
$1,790,040 in investments,  as compared to $915,538 in cash and cash equivalents
and $1,744,851 in investments at October 31, 2001. As a result,  as of April 30,
2002, the Company had working capital of $8,749,647 and a current ratio of 24.17
to 1.

Three Months 2002 vs. Three Months 2001
---------------------------------------

Net sales decreased 13%, or $309,000, to $2,091,000 from $2,400,000 in the first
three  months  ended April 30,  2002.  The  decrease was the result of declining
sales at the Company's RF Connectors  division.  The RF Connectors  manufactures
and sells connectors used in radio communications applications, such as cellular
and PCS telephones,  cellular and PCS base stations, GPS products, and cable and
dish radio/TV systems.  Net sales at the RF Connector  division decreased by 18%
during the fiscal  quarter  ended  April 30,  2002  compared  to the same fiscal
quarter last year because of decreased demand for wireless application products.
The Company  believes  that sales for wireless  products  have  decreased in the
current year compared to the past year due to an  industry-wide  slowdown in the
demand for wireless  products.  The decrease in  connector  sales was  partially
offset by an increase in cable assembly systems. During the fiscal quarter ended
April 30, 2002, net sales of cable assembly systems was $687,500 compared to net
cable system sales of $490,400  during the same fiscal quarter last year.  Since
the  acquisition  of the  Bioconnect  division,  the RF  Connector  division has
attempted to increase  sales of its radio  frequency  connectors  by selling its
connectors as part of completed cable  assemblies that are  manufactured for the
RF Connector division by the Bioconnect division.  The Company believes that its
new marketing  strategy of marketing  complete  cable  assemblies has managed to
reduce the  decline of revenues  from the sales of  connectors.  However,  since
cable  assembly  sales  are  still  developing  and  inconsistent,  the  Company
anticipates that sales of such assemblies will fluctuate in the future.



                                     10

<PAGE>

Sales at the Company's RF Neulink division increased by 29% to $204,200 compared
to $157,700 in the fiscal  quarter  ended April 30, 2002.  This  increase can be
attributed  to  stronger  sales  in new  application  areas.  However,  while RF
Neulink's net sales  increased  during the current  fiscal  quarter,  RF Neulink
experienced a net loss before taxes of approximately  $21,000 during the current
fiscal quarter,  compared to income before taxes of approximately $31,000 during
the same  fiscal  quarter in 2001.  The loss is  attributable  to sales of lower
margin products.

Net sales at the Company's  Bioconnect  division increased in the fiscal quarter
ended April 30.  2002 from  $69,600 to  $284,500.  However,  of the  increase in
Bioconnect's   sales,   $185,400  resulted  from  intercompany  sales  of  cable
assemblies to the RF Connector  division.  The RF Connector  division  currently
anticipates  that sales of cable  assemblies will decrease  somewhat in the near
term,  which will therefore also result in a decrease in Bioconnect's  revenues.
Bioconnect  is  completing  the  development  of  some  additional  interconnect
products for medical monitoring applications, which new products, when released,
are expected to contribute to increased Bioconnect medical interconnect sales.

Cost of sales  decreased 16%, or $181,100 to $957,000 from $1,138,100 last year.
The  decrease is due to the 13%  decrease in the  Company's  net sales,  and the
Company's  overall  gross  margins as a percentage  of sales did not  materially
change during the current fiscal quarter.

Engineering  expenses  increased  $16,500,  or 13%,  from $125,700 in the second
quarter last year. Engineering expenses increased during the current year as the
Company responded to the rapid changes in the wireless industry for new products
and for connectors that are used in new applications.  This Company  anticipates
that engineering  expenses will remain above last year's levels while the number
of wireless applications continues to increase.

Selling and general expenses decreased 7% or $56,400,  to $735,600 from $792,000
last year. The decrease is in response to declining net sales,  which  decreased
by 13% during the current period  compared to the prior year's  quarter.  During
the current fiscal quarter, the Company attempted to reduce its general expenses
by reducing its labor force and taking other cost cutting steps. The Company did
not, however, significantly reduced its marketing and advertising expenses.

Net interest income  decreased  $7,200 to $16,200 from $23,400 the previous year
due to lower interest rates.

No  commissions  were paid to the  Neulink  division in current  fiscal  quarter
ending April 30, 2002.  For the past two years,  the Company has been  receiving
commissions under an agreement with a third party relating to sales made by that
third  party.  The  Company  believes  that  the  foregoing  agreement  has been
substantially  completed  and  that,  therefore,  no  material  amounts  of such
payments  will be  received in the future.  During  last year's  fiscal  quarter
ending April 30, 2001, the Company still received these payments, which payments
totaled $42,800 during last year's quarter.



                                      11

<PAGE>


Six Months 2002 vs Six Months 2001
-----------------------------------

Net sales decreased by $476,200,  or 10%, to $4,275,900 for the six month period
ended April 30, 2002 from  $4,752,100 in the previous year. As discussed  above,
the decrease was the result of declining  sales at the  Company's RF  Connectors
division,  which decrease is attributable to an industry-wide decrease in demand
for radio frequency connectors.  As a result of the decrease in connector sales,
net sales made by the RF Connectors division decreased by 16% to $3,558,700 from
$4,229,500 last year.

Sales  in the  Company's  RF  Neulink  division  increased  during  the  current
six-month  period ending April 30, 2002 by 37% to $553,150 from $403,000 for the
comparable six-month period in the previous year. The increase can be attributed
to stronger sales of new application areas.

Bioconnect's  sales  during the  six-month  period  ending  April 30,  2002 were
$455,000, compared to $119,650 for the same six months last year. The two fiscal
periods are not, however,  comparable since the Bioconnect division was acquired
in December 2000 and,  therefore,  did not have six months operations during the
prior year's period. In addition, Bioconnect's sales during the six-month period
ending April 30, 2002  included  intercompany  sales of  $291,000,  representing
cable assemblies that Bioconnect sold to the RF Connector  division.  No similar
intercompany sales were effected last year.

Cost of sales decreased  $251,500,  or 11%, to $2,106,700 from $2,358,200 last
year due to the 10% decrease in sales.  Overall,  gross  profits as a percent of
sales,  remained relatively  unchanged for the Company at 51% during the current
six-month period compared to 50% last year.

Engineering  expenses increased $64,800,  or 27%, to $306,200 from $241,400 last
year. This increase can be attributed to added personnel and expenses associated
with the Bioconnect  acquisition and the Company's  expansion of its engineering
departments to meet the increased business demands.

Selling and general expenses increased $62,000, or 4%, to $1,505,600 compared to
$1,443,600  last year,  and as a percent of sales  increased  to 35% from 30% of
sales last year.  The increase is due to the added expenses  incurred  primarily
during the first  three  months of the  period.  The  increases  in selling  and
general expenses include the additional  expenses associated with the Bioconnect
acquisition and higher expenses for legal fees,  increased travel,  advertising,
and insurance expenses.

Net interest income decreased  $14,900 to $40,000 from $54,900 the previous year
primarily  due to lower  interest  rates  earned  on cash and cash  equivalents.
Commissions  for the Neulink  division's  sales were  $8,200,  all of which were
received during the first three months of the six month fiscal period,  compared
to $60,850 in  commissions  the  previous  year as sales  under the third  party
agreement began to wind down.


                                       12

<PAGE>

MATERIAL CHANGES IN FINANCIAL CONDITION:

Cash and cash  equivalents  increased by $478,034 to $1,393,572  compared to the
October 31, 2001 fiscal year-end balance of $915,538. As a result, cash and cash
equivalents  were  $3,183,612  at April 30, 2002.  The increase in the Company's
cash position is due to the decrease in inventory  levels and the  collection of
an income tax refund.

Trade accounts receivable  increased $206,017,  or 21% to $1,187,820 compared to
the October 31, 2001 balance of $981,803.  The increase is due to a slow-down in
payment  schedules  of a few  customers,  which the  Company  attributes  to the
overall  economy.  Nevertheless,  the Company  increased  its net  allowance for
doubtful accounts by approximately $49,000 to reflect the increased difficulties
the Company has experienced in receiving timely payments from its customers.


Inventories,  as of April 30, 2002, decreased to $4,272,630, a $473,495 decrease
from  $4,746,125  on October 31,  2001.  As part of its business  strategy,  and
because  of its  off-shore  manufacturing  arrangements,  the  Company  normally
maintains a high level of inventory.  Due to an overall  slow-down in the demand
for the  Company's  connectors,  the Company  has been  reducing  its  inventory
levels.

Other  current  assets,  including  prepaid  expenses  and  deposits,  increased
$104,700 to $215,900,  from $111,200 on October 31, 2001.  This increase is part
of the normal  operating  cycle of the Company and is due to the annual invoices
received  early each year for prepaid  cargo  insurance,  prepaid  property  and
liability   insurance,   audit  fees,  computer   maintenance   agreement,   and
miscellaneous expenses.


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings

            None

Item 2-5  Not applicable

Item 6.   Exhibits and Reports on Form 8-K

            (a)  Exhibits   Description

                    None

            (b)  Reports on Form 8-K

                    None




                                       13


<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.




                                             RF INDUSTRIES, LTD.


Dated: June 13, 2002                         By: /s/    Howard F. Hill
                                                -------------------------------
                                                     Howard F. Hill, President
                                                     Chief Executive Officer


Dated: June 13, 2002                         By:  /s/   Terrie A. Gross
                                                -------------------------------
                                                     Terrie A. Gross
                                                     Chief Financial Officer







                                       14