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, 1998
                         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 3,064,598  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
                                                           1998          1997
                                                        ----------    ----------
                                                        (Unaudited)    (Audited)


ASSETS
-------------------                     
CURRENT ASSETS

Cash ...............................................    $1,261,636    $  877,587

Investments in available-for-sale securities .......       654,458       642,799

Trade accounts receivable less allowance
for doubtful accounts of $32,945 ...................       821,714       765,433

Inventories - Note 3 ...............................     2,122,982     2,251,582

Prepaid expenses and deposits ......................       351,255       293,218

Deferred tax assets ................................        42,000        42,000

Note receivable from stockholder ...................        70,000        70,000
                                                        ----------    ----------
     TOTAL CURRENT ASSETS ..........................     5,324,045     4,942,619

FIXED ASSETS

Furniture and office equipment .....................       108,206       108,206

Equipment and tooling ..............................       436,361       436,361
                                                        ----------    ----------
     Fixed assets, at cost .........................       544,567       544,567

Less accumulated depreciation and amortization .....       436,511       425,427
                                                        ----------    ----------

     NET FIXED ASSETS ..............................       108,056       119,140

Deferred tax assets ................................        89,000        89,000

Other assets .......................................         4,900         4,900
                                                        ----------    ----------
     TOTAL ASSETS ..................................    $5,526,001    $5,155,659
                                                        ==========    ==========



                                        2

<PAGE>

                                                           BALANCE SHEET


                                                     January 31      October 31
                                                        1998            1997
                                                     ----------      ----------
                                                     (Unaudited)      (Audited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------------

CURRENT LIABILITIES

Accounts payable .............................     $   240,877      $   154,256

Accrued expenses .............................         410,480          295,387
                                                   -----------      -----------
     TOTAL CURRENT LIABILITIES ...............         651,357          449,643


STOCKHOLDERS' EQUITY

Common Stock - $.01 par value
  Authorized - 10,000,000 shares
  Issued & outstanding 3,064,598 shares ......          30,646           30,646

Additional paid-in capital ...................       4,372,608        4,803,366

Retained earnings ............................         903,448          767,451

Unearned compensation ........................        (432,058)        (895,447)
                                                   -----------      -----------

     TOTAL STOCKHOLDERS' EQUITY ..............       4,874,644        4,706,016
                                                   -----------      -----------

      TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY .................     $ 5,526,001      $ 5,155,659
                                                   ===========      ===========




                        See Notes to Financial Statements



                                        3

<PAGE>



Item 1:    FINANCIAL STATEMENTS   (continued)



                                                       STATEMENTS OF OPERATIONS
                                                             (Unaudited)
                                                          Three Months Ended
                                                              January 31
                                                       -------------------------
                                                          1998           1997
                                                       ----------     ----------
Net sales ........................................     $1,450,387     $1,928,097

Cost of Sales ....................................        705,627      1,070,432
                                                       ----------     ----------
   Gross profit ..................................        744,760        857,665

Operating expenses:

   Engineering ...................................        187,715        111,828

   Selling and general ...........................        353,284        337,042
                                                       ----------     ----------
       Total .....................................        540,999        448,870
                                                       ----------     ----------

   Income from operations ........................        203,761        408,795

Interest income, net .............................         23,236         14,674
                                                       ----------     ----------
    Income before provision for income tax .......        226,997        423,469

    Provision for income tax .....................         91,000        183,000
                                                       ----------     ----------
        Net income ...............................     $  135,997     $  240,469
                                                       ==========     ==========
Per share data:

        Basic earnings per share .................     $     0.04     $     0.08
                                                       ==========     ==========

        Diluted earnings per share ...............     $     0.04     $     0.08
                                                       ==========     ==========


               See notes to Financial Statements




                                        4

<PAGE>


<TABLE>
<CAPTION>


                                                             STATEMENTS OF CASH FLOWS

                                                                     (Unaudited)
                                                                Three months ended
                                                                    January 31
                                                              ------------------------
                                                                 1998           1997
                                                              ---------      ---------
<S>                                                         <C>            <C>    
Net income ..............................................   $   135,997    $   240,472

Adjustments to reconcile net income
to net cash provided by operations

     Depreciation and amortization ......................        11,084         11,322
     Amortization of unearned compensation ..............        32,631         36,141
     Change in assets - (incr) decr:

          Accounts receivable - trade ...................       (56,281)        36,621
          Inventories ...................................       128,600        (18,770)
          Other assets ..................................       (58,037)       (21,978)
     Change in liabilities - incr (decr):
          Accounts payable ..............................        86,621        (56,184)
          Accrued expenses ..............................       115,093         97,081
                                                            -----------    -----------
          Net cash provided by
             operating activities .......................       395,708        324,705
                                                            -----------    -----------
INVESTING ACTIVITIES
         Purchase of available-for-sale securities ......       (11,659)        (9,464)
         Capital expenditures ...........................             0         (3,860)
                                                            -----------    -----------

 Net cash used in operating activities ..................       (11,659)       (13,324)
                                                            -----------    -----------

     Net  increase in cash
        and cash equivalents ............................       384,049        311,381
     Cash and cash equivalents at the
        beginning of the period .........................       877,587        403,547
                                                            -----------    -----------

     Cash and cash equivalents at the end of period .....   $ 1,261,636    $   714,928
                                                            ===========    ===========
</TABLE>


                        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,  1998  and  the  results  of
         operations for the three month period ended January 31, 1998 and 1997.

Note 2 - Interim reporting

         The results of operation  for the three month period ended  January 31,
         1998 and 1997  are not  necessarily  indicative  of the  results  to be
         expected for the remainder of the year.

Note 3 - Components of Inventory


                                                         January 31, 1998
                                                      ---------------------
                                                            (Unaudited)

                    Raw material and supplies           $      287,432

                    Finished goods                           1,835,550
                                                        ----------------
                    TOTAL.                               $   2,122,982


Note 4 - Basic earnings per share

         In February  1997,  the  Financail  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
         strutures 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 3,394,670 and 3,038,191
         weighted average common and common  equivalent  shares  outstanding for
         the three months ended January 31, 1998 and 1997, respectively.  Common
         equivalent  shares reflect vested stock options with a nominal exercise
         price.  Diluted  earnings per share was computed based on 3,602,870 and
         3,227,575   weighted  average  common  and  common   equivalent  shares
         outstanding  for the three  months  ended  January  31,  1998 and 1997,
         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.


                                        6

<PAGE>



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

Three Months 1998 vs. Three Months 1997

Net sales  decreased  24.8%,  or $477,710, to $1,450,387 from  $1,928,097 in the
first three months of fiscal  1998.  RF  Connectors  sales  declined  $19,488 to
$1,182,442.  Last year,  Connectors' achieved record sales in the first quarter,
typically its seasonally weakest period. Sales at RF Neulink were $267,945, down
63% from record sales of $726,379  last year.  Neulink's  record sales last year
were due to initial shipments of wireless Emergency Alert System receivers.

Cost of sales  decreased  $364,805,  to $705,627 from $1,070,432 last year. As a
percentage  of sales,  cost of sales  declined to 49% of sales from 56% of sales
last year. Cost of sales declined due to lower sales at the RF Neulink division.

Engineering expenses increased 67.9%, or $75,887, to $187,715 from $111,828 last
year.   The  increase  in   engineering   expenses  is   primarily   related  to
customer-funded engineering and development contract at the RF Neulink Division.

Selling,  marketing and administrative  expenses increased 4.8%, or $16,242,  to
$353,284 from $337,042 last year. These expenses  increased to 24% of sales from
17% of sales last year due to higher sales,  marketing and administrative  costs
to support expanded  distribution,  promote products at industry trade shows and
provide training for RF Connectors' distributors' sales agents.

Interest  income  increased  $8,562 to $23,236 from $14,674 last year due to the
company's  higher  average cash balances and an increase in the rate of interest
received.

The  provision  for income taxes  decreased  $92,000 due to lower net  earnings,
which  resulted in a blended tax rate of 40% for the quarter  compared to 42% in
the same period last year.

Material changes in financial condition:

Cash  increased  $384,049 to $1,261,636  compared to the October 31, 1997 fiscal
year balance of $877,587.  This  increase can be  attributed  to sales of a more
profitable mix of products.

Cash equivalents and investments were $1,916,094 at January 31, 1998 compared to
$1,520,386 at October 31, 1997.

Trade accounts receivable increased $56,281, or 7.4% to $821,714 compared to the
October 31, 1997 balance of $765,433.

Inventories decreased $128,600 compared to the October 31, 1997 inventory level.
The decrease can be attributed to an improved inventory control system.

Prepaid  expenses  and deposits  increased  $58,037 from October 31, 1997 due to
more deposits, by the Company, for inventory purchases.


                                        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, 1998.


                                        8

<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, 1998             By:         Howard F. Hill
                                                --------------------------------
                                                Howard F. Hill, President
                                                Chief Executive Officer


Dated:       March 12, 1998             By:         Terrie A. Gross
                                                --------------------------------
                                                Terrie A. Gross
                                                Chief Financial Officer