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, 1997
                         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, 1997,  the  registrant  had 2,778,191  shares of Common Stock,
$.01 par value, issued and outstanding.

<PAGE>

Part I.   FINANCIAL INFORMATION

Item 1:    Financial Statements
 
                                                             BALANCE SHEET


                                                       January 31    October 31 
                                                          1997          1996
                                                       -----------   -----------
                                                       (Unaudited)    (Audited)
ASSETS                                                         
------------------                                              
CURRENT ASSETS

Cash ...............................................    $  714,928    $  403,547

Investments in available-for-sale securities .......       613,650       604,186

Trade accounts receivable less allowance
for doubtful accounts of $13,299 ...................       666,476       703,097

Inventories - Note 3 ...............................     1,880,626     1,861,856

Prepaid expenses and deposits ......................       298,087       276,109

Deferred tax assets ................................        98,000        60,000
                                                        ----------    ----------
     TOTAL CURRENT ASSETS ..........................     4,271,767     3,908,795

FIXED ASSETS

Furniture and office equipment .....................       111,493       107,633

Equipment and tooling ..............................       381,891       381,891
                                                        ----------    ----------
     Fixed assets, at cost .........................       493,384       489,524

Less accumulated depreciation and amortization .....       389,037       377,715
                                                        ----------    ----------
     NET FIXED ASSETS ..............................       104,347       111,809

Deferred tax assets ................................                      38,000

Other assets .......................................         4,900         4,900
                                                        ----------    ----------
     TOTAL ASSETS ..................................    $4,381,014    $4,063,504
                                                        ==========    ==========



                        See Notes to Financial Statements

<PAGE>

Item 1:   Financial Statements (continued)


                                                           BALANCE SHEET


                                                    January 31       October 31
                                                       1997             1996
                                                   ------------      -----------
                                                   (Unaudited)        (Audited)
LIABILITIES AND
STOCKHOLDERS' EQUITY       
-----------------------

CURRENT LIABILITIES

Accounts payable .............................     $   130,066      $   186,250

Accrued expenses .............................         365,096          268,015
                                                   -----------      -----------
     TOTAL CURRENT LIABILITIES ...............         495,162          454,265



     TOTAL LIABILITIES

STOCKHOLDERS' EQUITY

Common Stock - $.01 par value
   Authorized - 10,000,000 shares
   Issued & outstanding 2,778,191 shares .....          27,782           27,782

Capital paid in excess of par value ..........       4,777,017        3,868,642

Retained earnings ............................         407,019          166,547

Unearned compensation ........................      (1,325,966)        (453,732)
                                                   -----------      -----------
    TOTAL STOCKHOLDERS' EQUITY ...............       3,885,852        3,609,239
                                                   -----------      -----------
    TOTAL LIABILITIES &
       STOCKHOLDERS' EQUITY ..................     $ 4,381,014      $ 4,063,504
                                                   ===========      ===========



                       See Notes to Financial Statements


<PAGE>


Item 1:   Financial Statements (continued)

                                                        STATEMENTS OF OPERATIONS

                                                              (Unaudited)
                                                           Three Months Ended
                                                               January 31
                                                       ------------------------ 
                                                            1997           1996
                                                       ----------     ----------
Net sales ........................................     $1,928,097     $  909,965

Cost of sales ....................................      1,070,432        450,965
                                                       ----------     ----------
 Gross profit ....................................        857,665        459,000


Operating expenses:

   Engineering ...................................        111,828        104,657

   Selling and general ...........................        337,042        280,308
                                                       ----------     ----------
      Total ......................................        448,870        384,965
                                                       ----------     ----------
   Income from operations ........................        408,795         74,035

Interest  income, net ............................         14,674         14,011
                                                       ----------     ----------
   Income before provision for income taxes ......        423,469         88,046

   Provision for income taxes ....................        183,000         20,000
                                                       ----------     ----------
      Net income .................................     $  240,469     $   68,046
                                                       ==========     ==========
Per share data:

      Net income .................................     $     0.08     $     0.02
                                                       ==========     ==========

Weighted average common
and common equivalent
shares outstanding ...............................      3,105,646      2,785,969
                                                       ==========     ==========



                                         See Notes to Financial Statements

<PAGE>
                                                        STATEMENTS OF CASH FLOWS

                                                              (Unaudited)
                                                           Three Months Ended
                                                               January 31
                                                          ---------------------
                                                            1997          1996
                                                          -------       -------
OPERATING ACTIVITIES

   Net income ........................................   $ 240,472    $  68,046

Adjustments to reconcile net income
 to net cash provided by (used in) operations
   Depreciation and amortization .....................      11,322       11,032
   Amortization of unearned compensation .............      36,141        9,582

   Change in assets - (incr) decr:
     Accounts receivable - trade .....................      36,621     (221,387)
     Inventories .....................................     (18,770)     (53,671)
     Other assets ....................................     (21,978)      15,070
   Change in liabilities - incr (decr):
     Accounts payable ................................     (56,184)     (28,809)
     Accrued expenses ................................      97,081       56,717
                                                         ---------    ---------
     Net cash provided by (used in)
       operating activities ..........................     324,705     (143,420)
                                                         ---------    ---------
INVESTING ACTIVITIES
   Purchase of available for sale securities .........      (9,464)     (18,145)
   Capital Expenditures ..............................      (3,860)     (17,623)
                                                         ---------    ---------
      Net cash used in investing activities ..........     (13,324)     (35,768)
                                                         ---------    ---------
FINANCING ACTIVITIES
   Proceeds from exercise of stock options ...........           0       20,000
                                                         ---------    ---------
   Net cash provided by financing activities .........           0       20,000
                                                         ---------    ---------
Net decrease in cash and cash equivalents ............     311,381     (159,188)

Cash and cash equivalents at the beginning of period .     403,547      211,290
                                                         ---------    ---------
Cash and cash equivalents at the end of period .......   $ 714,928    $  52,102
                                                         =========    =========



                        See Notes to Financial Statements

<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  fairly the  financial
         position of RF Industries,  Ltd. as of January 31, 1997 and the results
         of operations  and cash flows for the three month periods ended January
         31, 1997 and 1996.

Note 2 - Interim reporting

         The result of operations  for the three month periods ended January 31,
         1997 and 1996  are not  necessarily  indicative  of the  results  to be
         expected for the remainder of the year.

Note 3 - Components of Inventory

                                                 January 31         October 31
                                                    1997               1996
                                                 ----------         ----------
                                                 (Unaudited)        (Audited)
                                                                  

            Raw materials & supplies ........    $  375,626         $  379,390

            Finished goods ..................     1,505,000          1,482,466
                                                 ----------         ----------
                     Total ..................    $1,880,626         $1,861,856
                                                 ==========         ==========


Note 4 - Compensatory stock options

         During the quarter  ended  January 31,  1997,  in  connection  with the
         employment  agreements,  two  executives  received  options to purchase
         100,000  shares of common stock each at $.10 per share.  These  options
         will be earned  ratably  over a ten year  period.  In  connection  with
         another employment  agreement,  another executive was granted an option
         to  purchase  15,000  shares of common  stock at $4.40 per share.  This
         option  will be  earned  over a two year  period.  As a result of these
         option, unearned compensation,  representing the difference between the
         fair market value of a common share at the date of grant and the option
         strike price multiplied by the number of options granted, was increased
         by $908,375.

<PAGE>


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


Three Months 1997 vs. Three Months 1996

Sales increased $1,018,132,  or 112% to $1,928,097 for the quarter ended January
31, 1997  compared to $909,965 in the first  quarter of fiscal  1996.  The sales
gain is attributable to the company's expanded RF Connectors distribution, which
helped raise Connectors  sales 70% to $1,202,000.  Net sales also benefited from
gains in Neulink  wireless  products,  which  reached  $726,000  for the quarter
compared to $196,000 last year.

Cost of sales  increased  $619,467 and increased,  as a percent of sales, to 56%
from 50% last year. Cost of sales increased due to the higher portion of Neulink
product  shipped  compared to 1996.  The company's  Neulink  products have lower
gross margins.

Engineering  expenses  increased  $7,171.  The majority of engineering  expenses
during the quarter  were  related to the  development  of various  modems.  As a
percent of sales,  engineering  expenses  declined  to 6% from 12% of sales last
year.

Selling and general  expenses  increased  $56,734,  or 20% for the three  months
ended January 31, 1997  compared to the same period ended January 31, 1996.  The
increase is due to higher labor,  sales,  advertising and marketing costs, trade
show expenses and the design of a new catalog. The company is incurring expenses
for promoting its products at numerous  trade shows  throughout  North  America.
Expenses associated with Hytek's consulting agreement also account for a portion
of the increased expense. As a percentage of sales, selling and general expenses
declined to 17% from 31% of sales last year. The decline is due to the company's
increased sales and cost control efforts.

The provision for income taxes increased  $163,000 to $183,000.  The increase in
the  company's tax rate is due to the absence of tax loss carry  forwards  which
reduced the company's tax rate last year.

Material changes in financial condition:

Cash and investments  increased $320,845 to $1,328,578,  compared to the October
31,  1996  fiscal  year end  balance  of  $1,007,733.  The  increase  in cash is
attributable  to the  company's  increased  sales  and  improved  profitability.
Management  anticipates that combined cash and cash  equivalents,  together with
internally  generated  capital,  will be adequate to fund the company throughout
the current fiscal year.

Trade accounts  receivable  declined due to expanded  collection  efforts by the
accounts receivable department.

Inventories increased $18,770 for the quarter ended January 31, 1997, and remain
at a relatively  high level to enable the company  rapidly to meet  customer and
distributor demands.

<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)


Prepaid expenses increased $21,978 due to more deposits for inventory purchases.

Accounts  payable  decreased  $56,184  compared to their October 31, 1996 level.
Payables remain in control due to the company's strong cash flow.

Accrued expenses increased $97,081.  The increase is due to increased income tax
accrual.

Working capital increased  $322,075,  or 9% from fiscal year end levels. This is
primarily  due to the  company's  profitability  and is  accounted  for by  high
inventory levels and a significant increase in cash.


PART II.  OTHER INFORMATION

         Items 1-4:        Not applicable.

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

                           None.

         Item 6:           (a)      Exhibits on Form 8-K:

                                    10.23   Employment Agreement - Perlman
                                    10.24   Employment Agreement - LaFay
                                    10.25   Employment Agreement - Ekroos


                           b)       Reports on Form 8-K:

                                    Noreports on Form 8-K were filed  during the
                                      fiscal quarter ended January 31, 1996.

<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Acto 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 7, 1997                     By:         Howard F. Hill
                                           ------------------------------------
                                                  Howard F. Hill, President
                                                   Chief Executive Officer



Dated:   March 7, 1997                     By:         Howard F. Hill
                                           ------------------------------------
                                                  Howard F. Hill, President
                                                   Chief Financial Officer