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

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

                       for Quarter ended January 31, 1999
                         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)

                        (619) 549-6340 FAX (619) 549-6345

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


Indicate by check mark whether the registrant (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

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

As of January 31, 1998,  the  registrant  had 3,078,598  shares of Common Stock,
$.01 par value, issued and outstanding.









                                                       1

<PAGE>



Part I.   FINANCIAL INFORMATION


Item 1:   Financial Statements    
                                                             BALANCE SHEET

                                                       January 31     October 31
                                                          1999           1998
                                                      -----------    -----------
                                                      (Unaudited)     (Audited)
ASSETS
----------------------                       
CURRENT ASSETS

Cash ...............................................    $1,291,123    $1,209,143

Investments in available-for-sale securities .......     1,146,429     1,129,582

Trade accounts receivable less allowance
for doubtful accounts of $27,210 ...................       783,150       806,669

Inventories - Note 3 ...............................     2,384,313     2,466,448

Prepaid expenses and deposits ......................       203,903       244,407

Deferred tax assets ................................        66,000        66,000

Note receivable from stockholder ...................        70,000        70,000
                                                        ----------    ----------
     TOTAL CURRENT ASSETS ..........................     5,944,918     5,992,249

FIXED ASSETS

Furniture and office equipment .....................       142,920       158,628

Equipment and tooling ..............................       500,713       479,880
                                                        ----------    ----------
     Fixed assets, at cost .........................       643,633       638,508

Less accumulated depreciation and amortization .....       488,637       475,734
                                                        ----------    ----------

     NET FIXED ASSETS ..............................       154,996       162,774

Deferred tax assets ................................       100,000       100,000

Other assets .......................................         4,900         4,900
                                                        ----------    ----------
     TOTAL ASSETS ..................................    $6,204,814    $6,259,923
                                                        ==========    ==========




                                        2

<PAGE>
                                                            BALANCE SHEET

                                                       January 31     October 31
                                                          1999           1998
                                                      -----------    -----------
                                                      (Unaudited)     (Audited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
---------------------------------------
CURRENT LIABILITIES

Accounts payable .............................     $   138,769      $   203,650

Accrued expenses .............................         300,836          458,670
                                                   -----------      -----------
     TOTAL CURRENT LIABILITIES ...............         439,605          662,320


STOCKHOLDERS' EQUITY

Common Stock - $.01 par value
  Authorized - 10,000,000 shares
  Issued & outstanding 3,078,598 shares ......          30,786           30,786

Additional paid-in capital ...................       4,373,868        4,373,868

Retained earnings ............................       1,658,678        1,524,450

Unearned compensation ........................        (298,123)        (331,501)
                                                   -----------      -----------

     TOTAL STOCKHOLDERS' EQUITY ..............       5,765,209        5,597,603
                                                   -----------      -----------

      TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY .................     $ 6,204,814      $ 6,259,923
                                                   ===========      ===========




                        See Notes to Financial Statements






                                        3

<PAGE>


Item 1:    Financial Statements   (continued)


                                                      STATEMENTS OF OPERATIONS
                                                            (Unaudited)
                                                         Three Months Ended
                                                             January 31
                                                     ---------------------------
                                                        1999             1998
                                                     ----------       ----------


Net sales .....................................     $ 1,330,798      $ 1,450,387

Cost of Sales .................................         661,605          705,627
                                                    -----------      -----------
   Gross profit ...............................         669,193          744,760

Operating expenses:


   Engineering ................................          65,593          187,715

   Selling and general ........................         411,820          353,284
                                                    -----------      -----------
       Total ..................................         477,413          540,999
                                                    -----------      -----------

   Income from operations .....................         191,780          203,761

Interest income, net ..........................          31,448           23,236

                                                    -----------      -----------
    Income before provision for income tax ....         223,228          226,997

    Provision for income tax ..................         (89,000)          91,000
                                                    -----------      -----------
        Net income ............................     $   134,228      $   135,997
                                                    ===========      ===========
Per share data:

        Basic earnings per share ..............     $      0.04      $      0.04

                                                    ===========      ===========
        Diluted earnings per share ............     $      0.04      $      0.04
                                                    ===========      ===========

Diluted shares outstanding ....................       3,603,081        3,533,850
                                                    ===========      ===========






                        See notes to Financial Statements



                                       4


<PAGE>





                                                        STATEMENTS OF CASH FLOWS

                                                              (Unaudited)
                                                           Three months ended 
                                                               January 31
                                                         -----------------------
                                                                              
Net income .......................................   $   134,228    $   135,997

Adjustments to reconcile net income
to net cash  provided by operations

     Depreciation and amortization ...............        12,903         11,084
     Amortization of unearned compensation .......        33,378         32,631
     Change in assets - (incr) decr:

          Accounts receivable - trade ............        23,519        (56,281)
          Inventories ............................        82,135        128,600
          Other assets ...........................        40,504        (58,037)
     Change in liabilities - incr (decr):
          Accounts payable .......................       (64,881)        86,621
          Accrued expenses .......................      (157,834)       115,093
                                                      -----------    -----------
     Net cash  provided by
        operating activities .....................       103,952        324,705
                                                      -----------    -----------
INVESTING ACTIVITIES
      Purchase of available-for-sale securities ..       (16,847)        (9,464)
      Capital expenditures .......................        (5,125)        (3,860)
                                                      -----------    -----------

      Net cash used in investing activities ......       (21,972)       (13,324)
                                                      -----------    -----------

     Net  increase in cash
        and cash equivalents .....................        81,980        311,381
     Cash and cash equivalents at the
        beginning of the period ..................     1,209,143        403,547
                                                      -----------    -----------
     Cash and cash equivalents at 
        the end of period ........................   $ 1,291,123    $   714,928
                                                      ===========    ===========



                        See Notes to Financial Statements



                                       5

<PAGE>


NOTES TO FINANCIAL STATEMENTS


Note 1 - Management's opinion

         In the opinion of management,  the  accompanying  financial  statements
         contain all adjustments  necessary to present the financial position of
         RF  Industries,  Ltd.  as of  January  31,  1999  and  the  results  of
         operations for the three month period ended January 31, 1999 and 1998.

Note 2 - Interim reporting

         The results of operation  for the three month period ended  January 31,
         1999 and 1998  are not  necessarily  indicative  of the  results  to be
         expected for the remainder of the year.

Note 3 - Components of inventory


                                                          January 31, 1999
                                                       ---------------------
                                                            (Unaudited)

             Raw material and supplies ...............     $   279,969

             Finished goods ..........................       2,101,344
                                                            -----------
                TOTAL ................................     $ 2,384,313        


Note 4 - Basic earnings per share


         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  Per
         Share,"  ("SFAS  128")  which  replaces  the  presentation  of  primary
         earnings per share required  under  previously  promulgated  accounting
         standards with the  presentation  of basic earnings per share.  It also
         requires duel  presentation of basic and diluted  earnings per share on
         the face of the income  statement for all entities with complex capital
         structures and provides guidance on other computational  changes.  SFAS
         128 is effective for financial  statements  for both interim and annual
         periods  ending after December 15, 1997.  Accordingly,  the Company has
         adopted  SFAS 128 for  three  months  ended  January  31,  1998 and has
         retroactively  applied its  provisions  to  earnings  per share for the
         three months ended January 31, 1997.

         Basic  earnings per share was computed based on 3,078,598 and 3,064,598
         weighted  average common shares  outstanding for the three months ended
         January 31, 1999 and 1998, respectively. Diluted earnings per share was
         computed based on 3,603,081 and 3,533,850  weighted  average common and
         common equivalent shares outstanding for the three months ended January
         31, 1999 and 1998,  respectively.  Common equivalent shares reflect the
         additional dilutive effect of the exercise of outstanding stock options
         based on the average market price for the quarter.




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<PAGE>



Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
             OF OPERATIONS


Three Months 1999 vs. Three Months 1998

Net sales  decreased  8.2%, or $119,589,  to $1,330,798  from  $1,450,387 in the
first three  months of fiscal  1999.  RF  Connectors  sales  decreased  11.5% to
$1,050,319,  from the same period last year, due to the overall slow down in the
electronic distributor market. RF Neulink sales were $286,385,  up 6.4% from the
same period last year.  This increase  can be attributed to shipments of backlog
in the first quarter. 

Cost of sales  decreased  6.2%, or $44,021,  to $661,606 from $705,627 last year
and as a  percentage  of sales  increased  to 49.7% from  48.6% last year.  This
decrease is due to a reduction in Material Control Expenses.

Engineering expenses decreased 65.0%, or $122,122, to $65,593 from $187,715 last
year. This decrease is due to a reduction in Neulink R&D for the first quarter.

Selling and general  expenses  increased  16.5%,  or $58,536,  to $411,820  from
$353,284 last year. The increase is due to increased travel,  co-op advertising,
advertising and insurance expenses.

Interest  income  increased  $8,212 to $31,448 from $23,232 due to the company's
higher average cash balances and an increase in the rate of interest received.

The provision for income taxes  decreased  $11,000.  This reduction is in direct
relation to the reduction in income before taxes.

Material changes in financial condition:

Cash  increased  $81,980 to  $1,291,123  compared to the October 31, 1998 fiscal
year balance of $1,209,143.  Cash and  investments are $2,437,552 at January 31,
1999.

Trade accounts receivable decreased $23,519, or 2.9% to $783,150 compared to the
October 31, 1998  balance of  $806,669,  but  increased  to 59% of sales for the
quarter. This decrease is due to a decrease in sales.

Inventories  decreased $82,135 compared to the October 31, 1998 inventory level.
This decrease is in balance with the current demand.

Prepaid  expenses  and deposits  decreased  $40,504 from October 31, 1998 due to
fewer deposits for inventory purchases.

Year 2000 Issue

The Year 2000 issue is the result of computer  programs using only two digits to
identify a year within date fields. Date-sensitive software may recognize a date
using "00" as year 1900 rather than the year 2000. Such an error could result in
a system failure causing disruptions of operations. The Company is assessing the
readiness of its  significant  suppliers  and large  customers to determine  the
extent to which the Company is  vulnerable  to those third  parties'  failure to
remediate their own Year 2000 issues. The Company has updated equipment and does
not expect any problems resulting from the Year 2000 issue.  However,  there can
be no guarantee that the systems of other companies will be timely converted, or
that a failure to convert by another company would not have a material effect on
the Company. The Company has determined that it has no exposure to contingencies
related to the Year 2000 issue for the products it has sold.

                                        7

<PAGE>



PART II.   OTHER INFORMATION


        Items 1-4:     Not applicable

        Item 5:        Information required in lieu of Form 8-K

                       None.

        Item 6:        Exhibits and Reports on 8-K

                       (a)      None required

                       (b)      Reports on Form 8-K

                                No reports on Form 8-K were filed during  fiscal
                                quarter ended January 31, 1999.















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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:       March 12, 1999                   By:      /s/   Howard F. Hill
                                                      --------------------------
                                                      Howard F. Hill, President
                                                      Chief Executive Officer


Dated:       March 12, 1999                   By:      /s/   Terrie A. Gross
                                                      --------------------------
                                                      Terrie A. Gross
                                                      Chief Financial Officer






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