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 January 31, 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., Suite 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 January 31, 2002,  the  registrant  had  3,409,354  outstanding  shares of
Common Stock, $.01 par value,  issued.  Transitional  small business  disclosure
format

                                    Yes     No X
                                              ---





<PAGE>









Part I.   FINANCIAL INFORMATION

                                            RF INDUSTRIES, LTD. AND SUBSIDIARY
                                           CONDENSED CONSOLIDATED BALANCE SHEETS


                                                      January 31      October 31
                                                         2002            2001
                                                     -----------      ----------
                                                     (Unaudited)
   ASSETS
-------------
CURRENT ASSETS

Cash and cash equivalents ............................  $1,212,451   $  915,538

Investments in available-for-sale securities .........   1,774,305    1,744,851

Trade accounts receivable, net of allowance
for doubtful accounts of $42,000 .....................   1,058,459      981,803

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

Income tax refund receivable .........................     165,192      216,192

Inventories ..........................................   4,489,077    4,746,125

Other current assets .................................     180,780      111,214

Deferred tax assets ..................................     150,595      155,700
                                                        ----------   ----------
     TOTAL CURRENT ASSETS ............................   9,042,859    8,883,423
                                                        ----------   ----------


PROPERTY AND EQUIPMENT
Equipment and tooling ................................   1,055,473    1,050,922
Furniture and office equipment .......................     243,357      243,357
                                                         ----------   ----------
     Fixed assets, at cost ...........................   1,298,830    1,294,279
     Less accumulated depreciation ...................     778,464      737,279
                                                        ----------   ----------
     NET FIXED ASSETS ................................     520,366      557,000
                                                        ----------   ----------

Goodwill, net of accumulated
 amortization of $11,646 .............................     163,052      163,052
Note receivable from stockholder .....................      70,000       70,000
Other assets .........................................      11,471       11,471
                                                        ----------   ----------
     TOTAL ASSETS                                       $9,807,748   $9,684,946
                                                        ==========   ==========



       See Notes to Condensed Consolidated Unaudited Financial Statements



<PAGE>




                                             RF INDUSTRIES, LTD. AND SUBSIDIARY
                                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                                      January 31      October 31
                                                         2002            2001
                                                     -----------      ----------
                                                     (Unaudited)
 LIABILITIES AND
STOCKHOLDERS' EQUITY
-----------------------
CURRENT LIABILITIES
Accounts payable .....................................   $ 234,897    $ 107,145

Current portion of notes payable .....................      41,663       50,000

Accrued expenses .....................................     208,183      278,407
                                                        ----------   ----------
      Total current liabilities ......................     484,743      435,552

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

Deferred tax liabilities .............................      25,700       25,700
                                                        ----------   ----------
     TOTAL LIABILITIES ...............................     510,443      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 ....................................   4,625,564    4,543,376

Unearned compensation ................................                  (23,490)

Accumulated other comprehensive loss .................        (890)      (7,986)

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

Treasury stock, at cost - 31,700 .....................     (55,211)     (55,211)
                                                        ----------   ----------
   TOTAL STOCKHOLDERS' EQUITY ........................   9,297,305    9,184,531
                                                        ----------   ----------
      TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY ......................... $ 9,807,748  $ 9,684,946
                                                        ==========   ==========



       See Notes to Condensed Consolidated Unaudited Financial Statements


<PAGE>




 Item 1:   Financial Statements (continued)
                                              RF INDUSTRIES, LTD. AND SUBSIDIARY
                                                        CONDENSED CONSOLIDATED
                                                         STATEMENTS OF INCOME
                                                       AND COMPREHENSIVE INCOME
                                                              (Unaudited)
                                                           Three Months Ended
                                                               January 31
                                                        -----------------------
INCOME:                                                   2002           2001
                                                        ---------     ---------
 Net Sales .........................................  $ 2,184,917   $ 2,348,601
Cost of Sales ......................................    1,149,680     1,220,164
                                                       -----------   -----------
  Gross profit .....................................    1,035,237     1,128,437
                                                       -----------   -----------
Operating expenses:
   Engineering .....................................      164,035       115,729
   Selling and general .............................      769,983       651,555
                                                       -----------   -----------
         Totals ....................................      934,018       767,284
                                                       -----------   -----------
Operating income ...................................      101,219       361,153
                                                       -----------   -----------
Other income:
     Commissions ...................................        8,215        18,073
     Interest ......................................       23,754        31,508
                                                       -----------   -----------
           Totals ..................................       31,969        49,581
                                                       -----------   -----------
Income before provision for income tax .............      133,188       410,734
Provision for income tax ...........................       51,000       165,500
                                                       -----------   -----------
Net income
                                                      $    82,188   $   245,234
                                                       ===========   ===========
Basic earnings per share ...........................  $      0.02   $      0.07
                                                       ===========   ===========
Diluted earnings per share .........................  $      0.02   $      0.06
                                                       ===========   ===========
Basic weighted average shares outstanding ..........    3,409,354     3,402,554
                                                       ===========   ===========
Diluted weighted average shares outstanding ........    3,843,766     4,027,473
                                                       ===========   ===========
COMPREHENSIVE INCOME:

Net income .........................................  $    82,188   $   245,234
Unrealized gain (loss)on available-for-sale
  securities .......................................        7,096       (20,761)
                                                       -----------   -----------
                                                      $    89,284   $   224,473
      Total comprehensive income ...................   ===========   ===========



       See Notes to Condensed Consolidated Unaudited Financial Statements

<PAGE>

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

                                                        RF INDUSTRIES, LTD.  AND SUBSIDIARY
                                                                CONDENSED CONSOLIDATED
                                                               STATEMENTS OF CASH FLOWS
                                                                     (Unaudited)
                                                              Three months ended January
                                                             ----------------------------
                                                                 2002            2001
                                                             -----------     ------------
<S>                                                         <C>            <C>
OPERATING ACTIVITIES
Net income ..............................................   $    82,188    $   245,234
Adjustments to reconcile net income
to net cash  provided by (used in)operating activities
     Inventory deposit write-offs .......................                       30,294
     Depreciation and amortization ......................        41,185         27,111
     Amortization of unearned compensation ..............        23,490         23,514

     Changes in operating assets and liabilities, net of
      acquisition:
      Trade accounts receivable .........................       (76,656)       381,308
      Inventories .......................................       257,048       (859,369)
      Other assets ......................................       (18,566)        (6,734)
      Accounts payable ..................................       127,752       (217,607)
      Accrued expenses ..................................       (70,224)      (129,602)
                                                            -----------    -----------
      Net cash provided by (used in) operating activities       366,217       (505,851)
                                                            -----------    -----------
INVESTING ACTIVITIES
      Proceeds from sale of (investment in) securities ..       (17,253)       473,377
      Capital expenditures ..............................        (4,551)       (16,548)
      Payment for acquisition, net of cash acquired .....                     (147,078)
                                                            -----------    -----------
      Net cash provided by (used in) investing activities       (21,804)       309,751
                                                            -----------    -----------
FINANCING ACTIVITIES
      Payments on loans payable .........................       (47,500)      (150,572)
      Proceeds from exercise of common stock options ....                        1,561
                                                            -----------    -----------
      Net cash used in financing activities .............       (47,500)      (149,011)
                                                            -----------    -----------
      Net  increase (decrease) in cash
        and cash equivalents ............................       296,913       (345,111)
      Cash and cash equivalents at the
        beginning of the period .........................       915,538        557,923
                                                            -----------    -----------
      Cash and cash equivalents at the end of period ....   $ 1,212,451    $   212,812
                                                            ===========    ===========
SUPPLEMENTARY CASH FLOW DATA:
      Taxes paid ........................................                  $   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
<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 accordance 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 month periods ended January 31,
     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


                                        January 31, 2002      October 31, 2001
                                        -----------------    ------------------
                                          (Unaudited)

          Raw material and supplies ..... $   763,143            $   822,180
          Finished goods.................   3,725,934              3,923,945
                                          -----------            -----------
          TOTALS                          $ 4,489,077            $ 4,746,125
                                          ===========            ===========

Note 3 - Earnings (loss) 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.

         The following table summarizes basic and diluted shares:

<PAGE>
                                                          Three Months Ended
                                                               January 31
                                                          2002           2001
                                                       ----------     ----------

    Weighted average shares outstanding for
           basic net earnings per share ..............  3,409,354      3,402,554

     Add effects of potentially dilutive securities-
           assumed exercised of stock options ........    434,412        624,919
                                                        ---------      ---------
      Weighted average shares for diluted net
             earnings per share ......................  3,843,766      4,027,473
                                                       ==========      =========
Note 4 - Segment Information

     Net sales and income (loss) before provision for income taxes for the three
     months ended January 31, 2002 and 2001 follows:

<TABLE>
<CAPTION>
                                                     Intercompany                    Common/
                           Connector      Neulink        Sales       Bioconnect     Corporate      Total
                          -----------    ---------    ------------  ------------   ----------    ---------
<S>                        <C>            <C>         <C>            <C>            <C>          <C>
   2002
-----------
Net sales ..............   $1,770,750     $349,232    $(105,478)      $170,413                   $2,184,917

Income (loss) before
 provision for income
    taxes ..............      212,089       64,480                    (167,135)      $23,754        133,188

Depreciation and
   amortization ........       23,393        5,001                      12,791                       41,185

Total assets ...........    8,593,051    1,105,355                     109,342                    9,807,748

Additions to property
   and equipment .......        3,747                                      804                        4,551

   2001
-----------
Net sales ..............   $2,053,276     $245,254                     $50,071                   $2,348,601

Income (loss) before
 provision for income
   taxes ...............      624,042     (141,294)                    (67,328)      $(4,686)       410,734


Depreciation and
   amortization ........       18,357        3,318                       5,436                       27,111


Total assets ...........    8,000,742    1,240,142                     444,062                    9,684,946

Additions to property
   and equipment .......       16,548                                                                16,548

</TABLE>

<PAGE>

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 isno 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.

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 the
fiscal year ending  October 31, 2002. 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  January  31,  2002,  the  amount  of  cash,  cash  equivalents,  and
     available-for-sale securities was equal to $2,986,756 in the aggregate.

<PAGE>

o    As of January 31, 2002, the Company had $9,042,859 in current  assets,  and
     only $484,743 of current liabilities

o    As of January  31,  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 January  31,  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.

Net cash provided by operating activities for the first three months of 2002 was
$366,217 whereas cash used in operating activities for the first quarter of 2001
was $505,851.  Non cash outlays for inventory deposit  write-offs,  depreciation
and amortization, and amortization of unearned income for the first quarter were
$64,675  compared  to $80,919  the  previous  year.  Trade  accounts  receivable
increased  $76,656  compared to a decrease of $381,308  the previous  year.  The
increase  is due to some  slow  paying  accounts  due to our  economy.  Accounts
payable  increased  $127,752  compared to an decrease of $217,607  the  previous
year. Accrued expenses decreased $70,224 compared to an decrease of $129,602 the
previous year. This is attributable to the Company's good cash position.

Net cash used in investing  activities  was $21,804 for the first  quarter ended
January 31, 2002,  and  consisted of  investments  in  securities of $17,253 and
capital expenditures of $4,551.

Net cash used in financing  activities was $47,500 for the quarter ended January
31, 2002, and consisted of payment on the loan payable to Bioconnect.

As of Janurary 31, 2002 the Company had $1,212,451 in cash and cash  equivalents
and  $1,774,305  in  investments,  as  compared  to  $915,538  in cash  and cash
equivalents and $1,744,851 in investments at October 31, 2001.

Three Months 2002 vs. Three Months 2001

Net sales decreased 7%, or $163,600,  to $2,185,000 from $2,348,600 in the first
three months of fiscal 2002. RF Connectors  sales  decreased 14% to  $1,770,750,
compared to $2,053,300  for the same period last year,  due to overall slow down
in our  industry.  Sales at RF Neulink  increased  42% to  $349,200  compared to
$245,250 last year.  This  increase can be  attributed to stronger  sales in new
application  areas.  Bioconnect's  first quarter sales were $170,400,  including
$105,500 in  intercompany  sales,  compared to $50,000 for  December and January
last year.

Cost of sales  decreased 6%, or $70,000 to $1,150,000 from $1,220,000 last year.
The decrease is due to the decrease in sales.

<PAGE>

Engineering  expenses increased  $48,000,  or 41%, from $115,700 last year. This
increase can be attributed to added  personnel and expenses  associated with the
expansion of our engineering  departments to meet the increased business demands
and development of product.

Selling  and general  expenses  increased  18% or  $118,400,  to  $770,000  from
$651,600  last year.  The  increase  is due to  increased  travel,  advertising,
insurance expenses and development of a new catalog.

Net interest income  decreased $7,700 to $23,800 from $31,500 the previous year.
Commissions for the Neulink divisions sales were $8,200 compared to $18,000.

MATERIAL CHANGES IN FINANCIAL CONDITION:

Cash  increased  $296,913 to $1,212,451  compared to the October 31, 2001 fiscal
year balance of $915,538.  Cash and  investments  are $ 2,986,756 at January 31,
2002.

Trade accounts receivable increased $76,656, or 8% to $1,058,459 compared to the
October 31, 2001 balance of $981,803.  This increase is due to some slow-down in
payment habits of a few customers.

Inventories,  as of January 31, 2002 were $4,489,077,  as $257,048 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 our  industry,  inventory
levels are decreasing to maintain the correct level of customer demand.

Other current assets, including prepaid expenses and deposits, increased $69,800
to $181,000,  from $111,200 on October 31, 2001. This increase is due the annual
invoice for accounting and insurance  expenses that are expensed  throughout the
year, but invoiced in the first quarter as a prepaid expense.

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

<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 17, 2002                   By: /s/  Howard F. Hill
                                                 ------------------------------
                                                  Howard F. Hill, President
                                                  Chief Executive Officer


Dated:       March 17, 2002                    By: /s/  Terrie A. Gross
                                                 ------------------------------
                                                  Terrie A. Gross
                                                  Chief Financial Officer