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, 2001
                         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 April 30, 2001, the registrant had 3,403,054 shares of Common Stock, $.01
par value, issued.

Transitional small business disclosure format

                                    Yes      No X
                                               ---





                                        1

<PAGE>



Part I.   FINANCIAL INFORMATION
                                             RF INDUSTRIES, LTD. AND SUBSIDIARY
Item 1: Financial Statements               CONDENSED CONSOLIDATED BALANCE SHEETS

                                                         April 30     October 31
                                                           2001          2000
                                                       -----------   -----------
   ASSETS                                              (Unaudited)
------------------------

CURRENT ASSETS
Cash and cash equivalents ...........................   $  215,683   $  557,923

Investments in available-for-sale securities ........    1,730,109    2,208,558

Trade accounts receivable, net of allowance
for doubtful accounts of $42,000 ....................      985,659    1,313,935

Notes receivable ....................................       12,000       12,000

Inventories .........................................    5,108,367    4,165,242

Other current assets ................................      165,405      174,779

Deferred tax assets .................................      166,000      166,000
                                                         ----------   ----------
     TOTAL CURRENT ASSETS ...........................    8,383,223    8,598,437
                                                         ----------   ----------

PROPERTY AND EQUIPMENT

Equipment and tooling ...............................    1,024,170      733,150
Furniture and office equipment ......................      198,048      190,867
                                                         ----------   ----------
     Fixed assets, at cost ..........................    1,222,218      924,017
     Less accumulated depreciation ..................      662,899      605,164
                                                         ----------   ----------
     NET FIXED ASSETS ...............................      559,319      318,853
                                                         ----------   ----------

Intangible assets ...................................      174,698            0
Less accumulated amortization .......................        4,853            0
                                                         ----------   ----------
     NET INTANGIBLE ASSETS ..........................      169,845            0

Note receivable from stockholder ....................       70,000       70,000
Deferred tax assets .................................      106,600       94,000
Other assets ........................................       11,471       11,471
                                                         ----------   ----------
     TOTAL ASSETS ...................................   $9,300,458   $9,092,761
                                                         ==========   ==========



       See Notes to Condensed Consolidated Unaudited Financial Statements.



                                        2

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

                                                         April 30     October 31
                                                           2001          2000
                                                       -----------   -----------
LIABILITIES AND                                        (Unaudited)
STOCKHOLDERS' EQUITY
---------------------------------------
CURRENT LIABILITIES

Accounts payable .................................   $   180,061    $   403,530

Notes payable ....................................        98,103              0

Accrued expenses .................................       319,751        513,186
                                                      -----------    -----------
     TOTAL  LIABILITIES ..........................       597,915        916,716
                                                      -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common Stock - authorized 10,000,000 shares
  of $.01 par value; 3,403,054 and
   3,402,054, respectively shares issued .........        34,031         34,021

Additional paid-in capital .......................     4,687,712      4,686,161

Retained earnings ................................     4,163,519      3,668,867

Unearned compensation ............................       (70,518)      (117,546)

Accumulated other comprehensive loss .............       (57,633)       (40,890)

Receivables from sale of stock ...................        (1,715)        (1,715)

Treasury stock, at cost - 29,400 shares ..........       (52,853)       (52,853)
                                                      -----------    -----------

     TOTAL STOCKHOLDERS' EQUITY ..................     8,702,543      8,176,045
                                                      -----------    -----------

      TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY .....................   $ 9,300,458    $ 9,092,761
                                                      ===========    ===========


       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
                                                                  (Unaudited)

                                              Three Months Ended              Six Months Ended
                                                   April 30                       April 30
                                           -------------------------     ------------------------
INCOME:                                       2001           2000          2001            2000
                                           -----------    ----------    ----------     ----------
<S>                                        <C>           <C>           <C>            <C>
Net sales ..............................   $ 2,403,539   $ 1,892,453   $ 4,752,140    $ 3,652,979

Cost of sales ..........................     1,138,063       865,837     2,358,227      1,711,092
                                           -----------   -----------   -----------    -----------
     Gross profit ......................     1,265,476     1,026,616     2,393,913      1,941,887
                                           -----------   -----------   -----------    -----------
Operating expenses:
     Engineering .......................       125,675        73,110       241,404        138,591
     Selling and general ...............       792,080       521,417     1,443,635      1,030,143
                                           -----------   -----------   -----------    -----------
         Totals ........................       917,755       594,527     1,685,039      1,168,734
                                           -----------   -----------   -----------    -----------
Operating income .......................       347,721       432,089       708,874        773,153
                                           -----------   -----------   -----------    -----------
Other income:
     Commissions .......................        42,784             0        60,857              0
     Interest ..........................        23,413        33,568        54,921         64,127
                                           -----------   -----------   -----------    -----------
         Totals ........................        66,197        33,568       115,778         64,127
                                           -----------   -----------   -----------    -----------
Income before provision
    for income tax .....................       413,918       465,657       824,652        837,280
Provision for income tax ...............       164,500       185,000       330,000        335,000
                                           -----------   -----------   -----------    -----------
Net income .............................   $   249,418   $   280,657   $   494,652    $   502,280
                                           ===========   ===========   ===========    ===========
Basic earnings per share ...............   $      0.07   $      0.08   $      0.15    $      0.15
                                           ===========   ===========   ===========    ===========
Diluted earnings per share .............   $      0.06   $      0.08   $      0.13    $      0.14
                                           ===========   ===========   ===========    ===========
Basic weighted average
    shares outstanding .................     3,403,054     3,343,838     3,402,882      3,247,035
                                           ===========   ===========   ===========    ===========
Diluted weighted average
    shares outstanding..................     3,876,147     3,705,794     3,949,752      3,685,798
                                           ===========   ===========   ===========    ===========
COMPREHENSIVE INCOME:

Net income .............................   $   249,418   $   280,657   $   494,652    $   502,280

Unrealized gain (loss) on available-
for-sale securities, net of deferred tax         4,018             0       (16,743)             0
                                           -----------   -----------   -----------    -----------
     Total comprehensive income ........   $   253,436   $   280,657   $   477,909    $   502,280
                                           ===========   ===========   ===========    ===========
</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
                                                                   --------------------------
                                                                       2001          2000
OPERATING ACTIVITIES                                               -----------    -----------
<S>                                                              <C>            <C>

Net income ...................................................   $   494,652    $   502,280
Adjustments to reconcile net income
to net cash used in operating activities
     Bad debts ...............................................        28,320              0
     Inventory deposit write-offs ............................        30,294              0
     Depreciation and amortization ...........................        62,588         32,059
     Amortization of unearned compensation ...................        47,028         47,028

Changes in operating assets and liabilities, net of
     acquisition payment in 2001:
          Trade accounts receivable ..........................       376,293        (70,987)
          Inventories ........................................      (933,463)      (679,812)
          Other assets .......................................        11,509        (18,065)
          Accounts payable ...................................      (251,455)       106,040
          Accrued expenses ...................................      (193,479)        62,699
                                                                 -----------    -----------
      Net cash used in operating activities ..................      (327,713)       (18,758)
                                                                 -----------    -----------
INVESTING ACTIVITIES
      Proceeds from sale of (investment in) securities .......       461,706       (151,061)
      Capital expenditures ...................................      (110,345)      (181,940)
      Payment for acquisition, net of cash acquired ..........      (147,078)             0
                                                                 -----------    -----------
      Net cash provided by (used in) investing activities ....       204,283       (333,001)
                                                                 -----------    -----------
FINANCING ACTIVITIES
      Payments on loans payable ..............................      (220,371)             0
      Proceeds from exercise of common stock options .........         1,561        130,020
                                                                 -----------    -----------
      Net cash provided by (used in) financing activities ....      (218,810)       130,020
                                                                 -----------    -----------
Net decrease in cash and cash equivalents ....................      (342,240)      (221,739)
Cash and cash equivalents at the
      beginning of the period ................................       557,923      1,100,816
                                                                 -----------    -----------
Cash and cash equivalents at the end of the period ...........   $   215,683    $   879,077
                                                                 ===========    ===========
SUPPLEMENTARY CASH FLOW DATA:
     Income taxes paid .......................................   $   255,000              0
                                                                 ===========    ===========
 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,  2001 are not
necessarily  indicative  of the results that may be expected for the year ending
October 31, 2001.  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, 2000.

                   Note 2 - The acquisition and other matters

On  December  1,  2000,  the  Company  acquired  all the  outstanding  stock  of
Bioconnect,  Inc. for total  consideration  of $289,163,  of which  $139,163 was
financed by seller.

The  acquisition  has been  accounted  for pursuant to the purchase  method and,
accordingly,  the net assets  acquired were recorded at estimated fair values on
the  date  of  acquisition.  A  summary  of the  allocation  of the  cost of the
acquisition to the net assets acquired as of December 1, 2000 follows:


        Cash .................................   $   2,922
        Accounts receivable ..................      76,337
        Inventory ............................      39,956
        Property and equipment ...............     187,855
        Intangibles and other assets .........     189,434
                                                 ---------
        Total assets acquired ................     496,504
        Accounts payable and other liabilities    (207,341)
                                                 ---------
        Net assets acquired ..................   $ 289,163
                                                 =========

The unaudited condensed  consolidated  financial statements include the accounts
of  RF  Industries,   Ltd.  (the  "Parent")  and  its  wholly-owned  subsidiary,
Bioconnect,  Inc. (collectively,  the "Company").  All significant  intercompany
accounts and transactions are eliminated in consolidation.



                                        6

<PAGE>




                        Note 3 - Components of inventory


                                                       April 30    October 31
                                                         2001         2000
                                                      ----------   ----------

        Raw material and supplies .................   $  919,506   $  559,786
        Finished goods ............................    4,188,861    3,605,456
                                                      ----------   ----------
        Totals ...................................   $5,108,367   $4,165,242
                                                      ==========   ==========


                          Note 4 - 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, 2000.

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.

The following table summarizes basic and diluted shares:

<TABLE>
<CAPTION>

                                                    Three Months Ended       Six Months Ended
                                                         April 30                April 30
                                                   -------------------     -------------------
                                                     2001        2000        2001        2000
                                                   -------     -------     -------     -------
<S>                                               <C>         <C>         <C>         <C>
 Weighted average shares outstanding for
     basic net earnings per share .............   3,403,054   3,343,838   3,402,882   3,247,035
Add effects of potentially dilutive securities-
     assumed exercised of stock options .......     473,093     361,956     546,870     438,763
                                                  ---------   ---------   ---------   ---------

 Weighted average shares for diluted net
      earnings per share ......................   3,876,147   3,705,794   3,949,752   3,685,798
                                                  =========   =========   =========   =========
</TABLE>



                                        7

<PAGE>



                          Note 5 - Segment Information

During the  second  quarter of 2001,  the  Company  reduced  its  allocation  of
engineering and selling and general expenses relating to Neulink.  The change in
the allocation of expenses was due to a decrease in operating  overhead relating
to the Neulink  Division,  as  compared  to the prior  year.  As a result of the
decrease,  net income  (loss) for 2000 has been  restated to conform to the 2001
presentation.

Net sales and income  (loss)  before  provision  for income  taxes for the three
months ended April 30, 2001 and 2000 follows:

<TABLE>
<CAPTION>

                              Connector/                                     Common
                                Cable        Neulink       Bioconnect       Corporate        Total
 2001                        -----------   -----------   -------------     -----------     ----------
------
<S>                          <C>             <C>           <C>            <C>            <C>
Net sales ................ $ 2,176,271     $ 157,689     $  69,579                       $ 2,403,539
Income (loss) before
 provision for income
  taxes ..................     501,447        30,748      (144,902)         $ 26,625         413,918

 2000
------
Net sales ................ $ 1,758,183     $ 134,270                                     $ 1,892,453
Income before
 provision for income
  taxes ..................     367,516        64,573                        $ 33,568         465,657
</TABLE>

Net sales and income (loss) before provision for income taxes for the six months
ended April 30, 2001 and 2000 follows:
<TABLE>
<CAPTION>

                               Connector/                                   Common
                                 Cable        Neulink     * Bioconnect     Corporate      Total
 2001                         -----------   -----------   ------------   ------------   ----------
------
<S>                          <C>             <C>           <C>            <C>            <C>
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

 2000
------
Net sales ................   $ 3,372,449     $ 280,530                                   $ 3,652,979
Income (loss) before
 provision for income
  taxes ..................       771,270         1,883                      $ 64,127         837,280
</TABLE>

* Bioconnect  was purchased on December 1, 2000.  The table shows five months of
  history.

                                       8

<PAGE>

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.

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, 2000 and other  reports and filings
made with the Securities and Exchange Commission.

Liquidity and Capital Resources

Management  believes that cash generated from  operations  will be sufficient to
fund the anticipated growth of the Company in fiscal 2001.  Management  believes
that any financing  requirements  can be met through a  combination  of cash and
investments  held as of April  30,  2001,  internally  generated  cash  flow and
advance  payments  from  customers.  The  Company  does not  currently  have any
commercial  banking  arrangements  providing  for loans,  credit  facilities  or
similar matters.

The Company does not believe it will need material  additional capital equipment
in fiscal 2001.  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 2001.  Management also believes that based
on the  Company's  financial  condition  at  April  30,  2001,  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 used in  operating  activities  for the first six months of fiscal 2001
was $327,713 whereas cash used in operating  activities for the six month period
ended April 30, 2000 was $18,758.  Non cash  charges for bad debt and  inventory
deposit write-offs were $58,614. There were no such charges in the first half of
last year.  Depreciation and  amortization,  including  amortization of unearned
compensation,  was $109,616 for the first half, compared to $79,087 for the same
period last year.  The increase of $30,529 is primarily due to the  depreciation
of assets  associated  with the Bioconnect  acquisition.  Inventories  increased
$933,463 to support higher sales levels,  new  distributors  and the rapid sales
growth of RF cable  assemblies.  Other assets decreased $11,509 in the first six
months  of 2001.  Seasonal  factors  resulted  in a  decline  in trade  accounts
receivable by $376,293 and accounts payable and accrued expenses by $444,934.

Net cash  provided by investing  activities  was  $204,283  during the first six
month  period ended April 30,  2001,  compared to $333,001  used in the previous
year.  Proceeds from available for sale securities in the current year were used
for capital  expenditures  of $110,345  and for the  Bioconnect  acquisition  of
$147,078. Proceeds from sale of securities was $461,706.

Net cash used in  financing  activities  was  $218,810  for the six month period
ended April 30, 2001, and consisted  principally of payments on loans payable of
$220,371, which were associated with the Bioconnect acquisition.

As of April  30,  2001 the  Company  had  $215,683  in cash and  investments  in
available for sale securities of $1,730,109, as compared to $557,923 in cash and
cash equivalents and $2,208,558 in available for sales securities at October 31,
2000.

Three Months 2001 vs. Three Months 2000

Net sales increased 27%, or $511,086, to $2,403,539 from $1,892,453 in the three
months ended April 30, 2001. RF Connectors  sales  increased 24% to  $2,176,271,
compared to $1,758,183 for the same period last year,  due to continuing  strong
order  rates for coax  connectors  and  cable  assemblies.  Sales at RF  Neulink
increased 17% to $157,689  compared to $134,270 last year.  This increase can be
attributed to stronger sales in new application areas.  Bioconnect's three month
sales were $69,579.

Cost of sales  increased 31%, or $272,226 to $1,138,063 from $865,837 last year,
due to higher sales levels.  Minor changes in product mix reduced gross profits,
as a percent of sales, to 53% compared to 54% last year.

Engineering  expenses  increased  $52,565,  or 72%, from $73,110 last year.  The
increase is  attributable  to added  personnel and expenses  associated with the
Bioconnect acquisition and rapid expansion of RF Cable products.

Selling  and general  expenses  increased  52% or  $270,663,  to  $792,080  from
$521,417 last year, and as a percent of sales increased to 33% from 28% of sales
last year.  The increase can be attributed to the expenses  associated  with the
acquisition of Bioconnect and higher expenses for increased travel, advertising,
and insurance expenses.


                                       10

<PAGE>


Net interest income decreased  $10,155 to $23,413 from $33,568 the previous year
primarily due to lower balances of cash and  equivalents  and available for sale
securities.  The decrease can be attributed to the  Bioconnect  acquisition  and
cash  utilized  to support  the added costs of  expansion.  Commissions  for the
Neulink divisions sales were $42,784.  There were no commissions in the previous
year.

The  increase  in diluted  average  shares  outstanding  was due to the  company
issuing more stock options and the average market price per share  increased for
the three  month  period  ended  April 30,  2001 as  compared to the prior year,
causing more stock options to be considered dilutive.

Six Months 2001 vs Six Months 2000

Net sales  increased  $1,099,161,  or 30%, to  $4,752,140  from  $3,652,979  the
previous year. RF Connectors  sales  increased 25% to $4,229,547 from $3,372,449
last year, due to continuing  strong sales of connectors  and cable  assemblies.
Sales for RF Neulink  increased 44% to $402,943 from $280,530 the previous year.
The increase  can be  attributed  to stronger  sales of new  application  areas.
Bioconnect  sales were $119,650 with no camparable sales from the prior year due
to the acquisition.

Cost of sales  increased  $647,135,  or 38%, to $2,358,227  from $1,711,092 last
year due to higher sales levels.  Changes in product mix reduced gross  profits,
as a percent of sales, to 50% compared to 47% last year.

Engineering expenses increased $102,813,  or 74%, to $241,404 from $138,591 last
year. This increase can be attributed to added personnel and expenses associated
with the Bioconnect acquisition and expansion of our engineering  departments to
meet the increased business demands.

Selling and general expenses increased $413,492,  or 40%, to $1,443,635 compared
to $1,030,143  last year, and as a percent of sales increased to 30% from 28% of
sales last year. The increase is due to the added expenses  associated  with the
Bioconnect  acquisition  and  higher  expenses  for  legal  fees  due to the SEC
inquiry,  increased travel,  advertising,  and insurance  expenses.  Selling and
general expenses increased,  as a percent of sales, to 30% from 28% for the same
period last year.

Net interest income  decreased  $9,206 to $54,921 from $64,127 the previous year
primarily due to lower balances of cash and  equivalents  and available for sale
securities.  The decrease can be attributed to the  Bioconnect  acquisition  and
cash  utilized  to support  the added costs of  expansion.  Commissions  for the
Neulink  division's  sales were $60,857  compared to no commissions the previous
year.

Material changes in financial condition:

Cash decreased $342,240 to $215,683 compared to the October 31, 2000 fiscal year
balance of $557,923. Cash and investments were $1,945,792 at April 30, 2001
compared to $2,766,481 at April 30, 2000.


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Trade accounts receivable decreased $328,276, or 25% to $985,659 compared to the
October 31, 2000 balance of $1,313,935. This decrease is due to seasonal factors
and to continued collection efforts.

Inventories  increased  $943,125  compared to October 31, 2000 inventory levels.
This  increase  is  to  support  sales  growth  and  the   anticipated   backlog
requirements, and includes $36,754 in Bioconnect inventory.

Other current  assets,  including  prepaid  expenses and deposits,  decreased to
$165,405 from  $174,779 on October 31, 2000.  This decrease is due to receipt of
prepaid inventory items and deposits.


PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings

In August  2000,  the Company was  notified  that the  Securities  and  Exchange
Commission  ("SEC") had issued a formal  order of inquiry to  determine  whether
violations of certain  aspects of the federal  securities laws may have occurred
in connection with matters related to the Company.

On May 8, 2001, the SEC's staff formally notified the Company that the foregoing
inquiry has been  terminated and that, at this time, no  enforcement  action has
been  recommended  to the SEC. The SEC's letter to the Company  advised that its
notification  of the dismissal must in no way be construed as an indication that
the Company has been exonerated or that no action may ultimately result from the
SEC staff's  investigation.  All that the  notification  means is that the SEC's
staff has  completed  its  investigation  and that at this  time no  enforcement
action has been recommended.

Items 2-5   Not applicable

Item 6.     Exhibits and Reports on Form 8-K

                  None

            (b)  Reports on Form 8-K

                  None





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<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 8, 2001              By:  /s/ Howard F. Hill
                                       ---------------------------
                                       Howard F. Hill, President
                                       Chief Executive Officer



Dated:   June 8, 2001             By:  /s/ Terrie A. Gross
                                      -----------------------------
                                      Terrie A. Gross
                                      Chief Financial Officer




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