SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                         SECURITIES EXCHANGE ACT OF 1934

                        For quarter ended JULY 31, 2004.

                         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 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 July 31, 2004, the registrant had 3,002,637 shares of Common Stock, $.01
par value, issued.

Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [X]


<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1:  Financial Statements




                                                   RF INDUSTRIES, LTD. CONDENSED
                                                            BALANCE SHEETS

                                                        July 31       October 31
                                                          2004           2003
                                                      ------------   -----------
                    ASSETS                            (Unaudited)


Current Assets

Cash and cash equivalents ........................    $ 4,518,012    $ 2,683,896

Trade accounts receivable, net of allowance
for doubtful accounts of $54,900 and $55,322 .....      1,277,385      1,701,618

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

Inventories ......................................      3,791,983      3,455,018

Other current assets .............................        182,736        158,079

Deferred tax assets ..............................        135,600        135,600
                                                      -----------    -----------
     Total Current Assets ........................      9,917,716      8,146,211
                                                      -----------    -----------
         Property and Equipment
Equipment and tooling ............................      1,223,878      1,125,485
Furniture and office equipment ...................        311,857        260,183
                                                      -----------    -----------
                                                        1,535,735      1,385,668
     Less accumulated depreciation ...............      1,172,216      1,057,544
                                                      -----------    -----------
     Total .......................................        363,519        328,124
                                                      -----------    -----------
Notes receivable from related parties ............         26,730         49,584
Note receivable from stockholder .................         70,000         70,000
Other assets .....................................         14,171         14,171
                                                      -----------    -----------
     Total Assets ................................    $10,392,136    $ 8,608,090
                                                      ===========    ===========




<PAGE>


Item 1:  Financial Statements (continued)

                                                   RF INDUSTRIES, LTD. CONDENSED
                                                            BALANCE SHEETS

                                                        July 31       October 31
                                                          2004           2003
                                                      ------------   -----------
                                                      (Unaudited)
Liabilities and
Stockholders' Equity


Current liabilities
Accounts payable ...............................   $    184,511    $    181,637

Accrued expenses ...............................        262,387         328,355
                                                   ------------    ------------
   Total current liabilities ...................        446,898         509,992

Deferred tax liabilities .......................         40,000          40,000
                                                   ------------    ------------
   Total Liabilities ...........................        486,898         549,992
                                                   ------------    ------------
Commitments and Contingencies

Stockholders' Equity
 Common stock - authorized 10,000,000
 shares of $0.01 par value; 3,002,637
 and 2,692,683 shares issued ....................        30,026          26,927

Additional paid-in capital .....................      3,410,637       2,418,033

Retained earnings ..............................      6,485,242       5,633,805

Treasury stock, at cost, 6,000 shares ..........        (20,667)        (20,667)
                                                   ------------    ------------
     Total stockholders' equity ................      9,905,238       8,058,098
                                                   ------------    ------------
     Total liabilities and stockholders' equity    $ 10,392,136    $  8,608,090
                                                   ============    ============



See Notes to Condensed Unaudited Financial Statements




<PAGE>


Item 1: Financial Statements (continued)

<TABLE>
<CAPTION>
                                                   RF INDUSTRIES, LTD.
                                              CONDENSED STATEMENTS OF INCOME
                                    --------------------------------------------------
                                      Three Months Ended           Nine Months Ended
                                           July 31                      July 31
                                         (Unaudited)                  (Unaudited)
                                    ---------------------------------------------------
                                        2004         2003         2004         2003
                                    -----------   ----------   ----------   -----------
<S>                                  <C>          <C>          <C>          <C>
Net sales ........................   $2,727,386   $2,337,410   $7,998,176   $6,830,310

Cost of sales ....................    1,377,367    1,151,146    3,977,895    3,414,791
                                     ----------   ----------   ----------   ----------
     Gross profit ................    1,350,019    1,186,264    4,020,281    3,415,519
                                     ----------   ----------   ----------   ----------

Operating expenses:

     Engineering .................      120,556      178,933      337,590      565,231

     Selling and general .........      794,953      684,425    2,280,667    2,183,275
                                     ----------   ----------   ----------   ----------

          Totals .................      915,509      863,358    2,618,257    2,748,506
                                     ----------   ----------   ----------   ----------

Operating income .................      434,510      322,906    1,402,024      667,013

Other income - interest ..........        2,606        1,122        9,413       17,227
                                     ----------   ----------   ----------   ----------

Income before provision for income
   tax ...........................      437,116      324,028    1,411,437      684,240

Provision for income tax .........      171,000      125,750      560,000      274,650
                                     ----------   ----------   ----------   ----------

Net income .......................   $  266,116   $  198,278   $  851,437   $  409,590
                                     ==========   ==========   ==========   ==========

Basic earnings per share .........   $     0.09   $     0.07   $     0.30   $     0.13
                                     ==========   ==========   ==========   ==========

Diluted earnings per share .......   $     0.07   $     0.06   $     0.23   $     0.11
                                     ==========   ==========   ==========   ==========

Basic weighted average shares
   outstanding ...................    2,970,714    2,768,571    2,881,118    3,185,864
                                     ==========   ==========   ==========   ==========

Diluted weighted average shares
   outstanding ...................    3,779,692    3,326,677    3,655,984    3,580,094
                                     ==========   ==========   ==========   ==========
</TABLE>


See Notes to Condensed Unaudited Financial Statements



<PAGE>


Item 1:  Financial Statements (continued)
<TABLE>
<CAPTION>
                                                                    RF INDUSTRIES, LTD.
                                                                  CONDENSED STATEMENTS OF
                                                                        CASH FLOWS
                                                                        (Unaudited)
                                                                 Nine months ended July 31
                                                                ---------------------------
                                                                     2004           2003
     OPERATING ACTIVITIES                                       -------------  ------------
<S>                                                             <C>            <C>
     Net income .............................................   $   851,437    $   409,590
     Adjustments to reconcile net income to net cash provided
       by operating activities:
         Provision for bad debts ............................         4,000         36,000
          Depreciation and amortization .....................       114,672        120,270
          Changes in operating assets and liabilities:
             Trade accounts receivable ......................       420,233        (27,086)
             Inventories ....................................      (336,965)       441,738
             Other assets ...................................       (24,657)       (61,712)
             Accounts payable ...............................         2,874        118,222
             Accrued expenses ...............................       (65,968)       (94,044)
                                                                -----------    -----------
         Net cash provided by operating activities ..........       965,626        942,978
                                                                -----------    -----------
     INVESTING ACTIVITIES

         Capital expenditures ...............................      (150,067)       (38,279)
         Collection of related party notes ..................        22,854          1,700
                                                                -----------    -----------
         Net cash used in investing activities ..............      (127,213)       (36,579)
                                                                -----------    -----------
     FINANCING ACTIVITIES
         Payments on loans payable ..........................             0        (44,582)
         Purchase of treasury stock .........................             0     (2,353,749)
         Exercise of stock options ..........................       995,703         38,840
                                                                -----------    -----------
      Net cash provided by (used in) financing activities ...       995,703     (2,359,491)
                                                                -----------    -----------
     Net increase (decrease) in cash and cash equivalents ...     1,834,116     (1,453,092)
     Cash and cash equivalents at the beginning of the
       period ...............................................     2,683,896      3,939,299
                                                                -----------    -----------
     Cash and cash equivalents at the end of the period .....   $ 4,518,012    $ 2,486,207
                                                                ===========    ===========
</TABLE>

See Notes to Condensed Unaudited Financial Statements



<PAGE>


                          RF INDUSTRIES, LTD. NOTES TO
                    CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 1 - Unaudited interim financial statements:

     The  accompanying   unaudited  condensed  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 have been included. Operating results for
the  three  and nine  month  periods  ended  July 31,  2004 are not  necessarily
indicative of the results that may be expected for the full year ending  October
31,  2004.  The  unaudited  condensed  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, 2003.

Note 2 - Components of inventory

                                   July 31, 2004        October 31, 2003
                                  ---------------       ----------------
                                    (Unaudited)

        Raw materials and supplies   $  737,921          $   591,892

        Finished goods ...........    3,242,838            2,997,902

        Less Inventory Reserve ...     (188,766)            (134,776)
                                     ----------            ----------
               Total .............   $3,791,983           $3,455,018
                                     ==========            ==========

Note 3 - Earnings per 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, 2003,  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  and the  treasury  stock  method had been
applied.

         The following table summarizes the computation of basic and diluted
weighted average shares:
<TABLE>
<CAPTION>
                                     ----------------------------------------------
                                       Three Months Ended        Nine Months Ended
                                            July 31                   July 31
                                     ----------------------------------------------
                                         2004       2003        2004        2003
                                     ----------  ----------  ----------  ----------
<S>                                  <C>          <C>        <C>         <C>
Weighted average shares outstanding
     for basic net earnings per
     share ........................   2,970,714   2,768,571   2,881,118   3,185,864

Add effects of potentially dilutive
     securities-assumed exercised
     of stock options .............     808,978     558,106     774,866     394,230
                                      ---------   ---------   ---------   ---------
Weighted average shares for diluted
     net earnings per share .......   3,779,692   3,326,677   3,655,984   3,580,094
                                      =========   =========   =========   =========
</TABLE>
Note 4 - Segment Information

     Prior to the current fiscal year, the Company had reported separate segment
information in its filings for the  operations of its RF Connector,  Neulink and
Bioconnect  business  units in the same  format  as  reviewed  by the  Company's
management. The sales, operating income and assets of the Neulink and Bioconnect
segments  no longer  meet the  thresholds  that  require  separate  disclosures.
Accordingly,   commencing   with  the  current  fiscal  year,  the  Company  has
discontinued  reporting  segment  information  on  the  Neulink  and  Bioconnect
segments  separately.  Information  regarding the  Company's  segments for prior
years is contained in Note 6 of the notes to the audited financial statements of
the Company included in Form 10-KSB for the fiscal year ended October 31, 2003.

     Substantially  all the  Company's  operations  are  conducted in the United
States; however, the Company derives a portion of its revenue from export sales.

Note 5 - Stock Option Plan

     A description of the Company's 2000 Stock Option Plan and other information
related to stock  options are  included  in Note 8 in its Annual  Report on Form
10-KSB for the year ended October 31, 2003.

     The Company measures  compensation  cost related to stock options issued to
employees  using the  intrinsic  method of  accounting  prescribed by Accounting
Principles  Board  Opinion No. 25 ("APB 25"),  "Accounting  for Stock  Issued to
Employees." The Company has adopted the disclosure-only  provisions of Statement
of  Financial  Accounting  Standards  No.  123  ("SFAS  123"),  "Accounting  for
Stock-Based  Compensation"  and SFAS 148.  Accordingly,  no  earned or  unearned
compensation  cost was  recognized in the  accompanying  consolidated  financial
statements for the stock options  granted by the Company to its employees  since
all of those  options  have been  granted at  exercise  prices  that  equaled or
exceeded the market value at the date of grant.  The  Company's  historical  net
income and  earnings  per common share and pro forma net income and earnings per
share assuming  compensation cost had been determined based on the fair value at
the grant date for all awards by the Company  consistent  with the provisions of
SFAS 123 are set forth below:

<TABLE>
<CAPTION>
                                    --------------------------------------------------------
                                       Three Months Ended              Nine Months Ended
                                            July 31                         July 31
                                    --------------------------------------------------------
                                        2004          2003            2004           2003
                                    ------------  ------------    ------------   ------------
<S>                                 <C>            <C>            <C>            <C>
Net income - as reported ........   $   266,116    $   198,278    $   851,437    $   409,590

Deduct total stock-based employee
     compensation expensed
     determined under fair
     value-based method for all
     awards .....................       (67,000)       (20,000)      (201,000)       (60,000)
                                    -----------    -----------    -----------    -----------

Net income - pro forma ..........   $   199,116    $   178,278    $   650,437    $   349,590
                                    ===========    ===========    ===========    ===========

Basic earnings per share - as
     reported ...................   $      0.09    $      0.07    $      0.30    $      0.13

Basic earnings per share - pro
     forma ......................   $      0.07    $      0.06    $      0.23    $      0.11

Diluted earnings per share - as
     reported ...................   $      0.07    $      0.06    $      0.23    $      0.11

Diluted earnings per share - pro
     forma ......................   $      0.05    $      0.05    $      0.18    $      0.10

</TABLE>

Note 6 - Concentration of Credit Risk

     One  customer  accounted  for  approximately  16% of the net  sales  of the
Company's RF Connector  division for the fiscal year ended  October 31, 2003 and
14% of net sales for the  nine-month  period ended July 31, 2004.  Although this
customer has been an on-going major customer of the Company during the past five
years,  the  Company  does not have a  written  agreement  with  this  customer.
Therefore,  this customer  does not have any minimum  purchase  obligations  and
could stop buying the  Company's  products at any time.  A  reduction,  delay or
cancellation  of orders from this  customer or the loss of this  customer  could
significantly  reduce the  Company's  revenues and profits.  The Company  cannot
provide  assurance  that this  customer  or any of its  current  customers  will
continue to place  orders,  that orders by existing  customers  will continue at
current or  historical  levels or that the Company will be able to obtain orders
from new customers.

Note 7 - Subsequent Event

     On August 16, 2004,  the Company  purchased the business and  substantially
all of the assets of Jacelaine, Inc., a Nevada based designer,  manufacturer and
distributor of microwave and radio  frequency  connectors.  Jacelaine,  Inc. has
been conducting business under the name "Aviel  Electronics." The purchase price
of the assets was $510,000,  of which  $410,000 was paid in cash at the closing,
and $100,000 was deposited  into an escrow  account for one year as security for
the  seller's  representations,  warranties  and  covenants.  The purpose of the
acquisition  is to complement  the  Company's  coaxial  connector  business with
military,  governmental  and  aerospace  customers.  The  Company has not had an
opportunity to obtain  appraisals or other relevant  information  related to the
valuation of certain  assets and  liabilities of Aviel  Electronics.  Management
estimates that $150,000 of the estimated  acquisition costs will be allocated to
the fair value of net assets and the  remainder  will be allocated to intangible
assets that have definite useful lives and goodwill.


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, 2003 and other  reports and filings
made with the Securities and Exchange Commission.

Critical Accounting Policies

     The financial  statements of RF Industries are prepared in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
("GAAP").  The preparation of these financial statements requires our management
to make  estimates and  assumptions  about future events that affect the amounts
reported in the financial  statements and related notes. Future events and their
effects  cannot  be  determined   with  absolute   certainty.   Therefore,   the
determination  of  estimates  requires  the  exercise of  judgment.  The Company
believes the following critical  accounting policies affect its more significant
judgments and estimates  used in the  preparation of financial  statements.  Our
significant  accounting  policies  are  summarized  in  Note 1 to our  financial
statements  contained  in our Annual  Report on Form 10-KSB filed for the fiscal
year ended  October 31,  2003.  We believe  the  following  critical  accounting
policies  affect  our  more  significant  judgments  and  estimates  used in the
preparation of our financial statements.

Allowance for doubtful accounts:

     The  Company   maintains  an  allowance  for  doubtful  accounts  based  on
historical collections of accounts receivable. The Company monitors its accounts
receivable  balances  on a  continual  basis.  If  the  financial  condition  of
customers deteriorates, additional allowances may be required.

Income taxes:

     The Company  accounts for income taxes  pursuant to the asset and liability
method which requires  deferred income tax assets and liabilities to be computed
for  temporary  differences  between the  financial  statement  and tax bases of
assets and  liabilities  that will result in taxable,  or deductible  amounts in
future  periods  based on enacted  laws and rates  applicable  to the periods in
which the temporary differences are expected to affect taxable income. Valuation
allowances are  established  when necessary to reduce deferred tax assets to the
amount  expected to be realized.  The income tax provision is the tax payable or
refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities.

Inventory valuation:

     Inventories are valued at the weighted average cost value. Certain items in
the inventory may be considered obsolete or excess and, as such, the Company may
establish an allowance to reduce the carrying  value of these items to their net
realizable  value.  Based on estimates,  assumptions and judgments made from the
information  available at the time, the Company  determines the amounts of these
allowances.  If these  estimates  and related  assumptions  are incorrect or the
market  changes,  we may be required to record  additional  reserves,  which may
decrease future  earnings.  Inventories as of July 31, 2004 represented over 36%
of our total assets. As a result,  any reduction in the value of our inventories
would require us to take  write-offs  that would affect our net worth and future
earnings.

Executive Overview

     RF Industries markets connectors and cables to numerous  industries for use
in thousands of products,  primarily for the wireless marketplace.  In addition,
to a limited extent, the Company also markets wireless products that incorporate
connectors  and cables.  In the past,  RF  Industries  has  reported  results of
operations  in three  segments  that,  in general  terms,  defined  the  primary
markets.  However, since sales of connectors and cable assemblies represent over
90% of the  Company's  sales,  and since the  operations to all of the Company's
smaller  business  units  effectively  operate  as  subunits  of  the  Company's
principal  business  unit,  effective  November 1, 2003, RF  Industries  will no
longer  report the results of these other,  smaller  business  units as separate
business segments.

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 at least
twelve  months.  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's beliefs 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:

|X|  As of July 31, 2004, the amount of cash and cash equivalents was equal to $
     4,518,000 in the aggregate.

|X|  As of July 31,  2004,  the Company had $ 9,917,700 in current  assets,  and
     $ 446,900 of current liabilities.

|X|  As of July 31, 2004,  the Company had no  outstanding  indebtedness  (other
     than accounts payable and accrued expenses).

     The  Company  does not  believe it will need  material  additional  capital
equipment in the next twelve months.  In the past, the Company has financed some
of its property and equipment requirements through capital leases. No additional
capital  equipment  purchases have been currently  identified that would require
significant  additional  leasing or capital  expenditures during the next twelve
months.  Management also believes that based on the Company's  current financial
condition,  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.

     As of July 31,  2004,  the Company  had a total of $ 4,518,000  of cash and
cash equivalents compared to a total of $ 2,684,000 of cash and cash equivalents
on October 31,  2003.  The  increase  in liquid  assets is the result of (i) net
income  earned by the Company in the  nine-month  period  following  October 31,
2003,  (ii) the reduction of outstanding  accounts  receivable by $424,200,  and
(iii)  $996,000 of cash  proceeds the Company  received  from  exercise of stock
options.  The  Company's  cash  balances  as of July 31,  2004 were  reduced  by
$510,000 on August 16, 2004 due to the  purchase by the Company of the  business
and  substantially  all of the assets of  Jacelaine,  Inc.,  a Nevada  designer,
manufacturer and distributor of microwave and radio frequency  connectors.  See,
"Part II, Item 5. Other Information,"  below. The foregoing  expenditure of cash
is not expected to have a negative effect on the Company's liquidity.

     Trade accounts receivable at July 31, 2004 decreased 24.9%, or by $424,200,
to  $1,277,400  compared  to the October 31,  2003  balance of  $1,701,600.  The
decrease is due primarily to timing of collections  and the Company's  increased
efforts to reduce its outstanding accounts receivable.

     Inventories  at July 31, 2004  increased  9.8%, or $337,000,  to $3,792,000
compared to $3,455,000 on October 31, 2003. The Company  increased its inventory
levels based on anticipated  customer demand for certain of its products.  Since
the Company  considers its ability to fill customer orders on short notice to be
an important aspect of its marketing  strategy,  the Company normally  increases
inventory  levels  in  anticipation  of  customer  orders in order to be able to
maintain the product mix its customers may need.

     Other current assets,  including  prepaid expenses and deposits,  increased
$24,700 to  $182,700,  from  $158,000  on October  31,  2003.  This  increase is
primarily due to increased prepaid insurance costs.

     Net cash used in  investing  activities  was $ 127,000  for the nine months
ended July 31, 2004 as a result of $150,000 of capital  expenditures made by the
Company during the nine-month  period.  The capital  expenditures were partially
offset by $23,000  the  Company  received  upon the  collection  of  outstanding
related party notes.

     Net cash provided by financing  activities was $996,000 for the nine months
ended July 31, 2004, and was attributable to proceeds from the exercise of stock
options.

     As a result of the foregoing factors,  the Company generated  $1,834,000 in
net cash flow during the past nine months.

Results Of Operations

Three Months 2004 vs. Three Months 2003

     Net sales in the current  fiscal  quarter  ended July 31,  2004,  increased
16.7%,  or $390,000,  to $2,727,400  from $2,337,400 in the third fiscal quarter
last year, due to increased demand for the Company's  connector,  cable assembly
and  wireless  products.  The increase in sales  reflects a general  increase in
demand for wireless  connectors and cable products,  primarily for Wi-Fi network
applications.  The Company  believes this increase is due, in part, to a revival
in some sectors of the telecommunication  industries and the continuing increase
in the demand for wireless products.

     Cost of sales increased 19.7% or $226,300, to $1,377,400 from $1,151,100 in
the same quarter last year.  The increase is primarily due to the 16.7% increase
in sales.  Overall  gross  profit,  as a  percentage  of sales,  decreased  1.3%
compared  to the prior year to 49.5% from  50.8%.  The  decrease  in the cost of
sales reflects  normal  fluctuations  of costs based on the products sold rather
than any identifiable factors.

     Engineering expenses decreased 32.6%, or $58,400, to $120,600 from $179,000
in the third fiscal  quarter last year.  Engineering  expenses  were higher last
year primarily as a result of the additional  expenses incurred to develop a new
high-speed  wireless  radio modem to upgrade  and  replace  the Neulink  product
line's existing RF9600 transceiver product line. That development of the Neulink
product was completed in fiscal year 2003.

     Selling and general expenses  increased 16.2% or $110,600,  to $795,000 for
the  three-month  period  ended July 31, 2004 from  $684,400 in the same quarter
last year.  Selling and general  expenses  were higher in the third quarter this
year due primarily to increased salary expenses,  commission expenses and travel
and trade show expenses compared to last year.

Nine Months 2004 vs. Nine Months 2003

     Net sales  increased 17%, or $1,167,900,  to $7,998,200  from $6,830,300 in
the first nine month period of 2004 compared to last year.  This increase can be
attributed to increased  demand for the  connector,  cable assembly and wireless
products.  The  increase  in sales  reflects  a general  increase  in demand for
wireless   connectors   and  cable   products,   primarily   for  Wi-Fi  network
applications.  The Company  believes this increase is due, in part, to a revival
in some sectors of the telecommunication  industries and the continuing increase
in the demand for wireless products.

     Cost of sales increased 16.5% or $563,100, to $3,977,900 from $3,414,800 in
the same nine months last year.  The  increase is  primarily  due to increase in
sales. Overall gross profits, as a percentage of sales,  increased to 50.3% from
50% last year. The increase in the cost of sales reflects normal fluctuations of
costs based on the products sold rather than any identifiable factors.

     Engineering  expenses  decreased  40.3%,  or  $227,600,  to  $337,600  from
$565,200 in the first nine months last year.  Engineering  expenses  were higher
last year primarily as a result of the additional expenses incurred to develop a
new high-speed  wireless radio modem to upgrade and replace the Neulink  product
line's existing RF9600 transceiver product line.

     Selling and general expenses increased 4.5% or $97,400,  to $2,280,700 from
$2,183,300 in the same nine months last year.  Selling and general expenses were
higher due to  increased  insurance  costs,  increased  trade show  expenses and
increased salary expenses.

Risk Factors

     Investors  should  carefully  consider the risks described below and in the
Company's Annual Report on Form 10-KSB.  The risks and  uncertainties  described
below and in the Annual Report are not the only ones facing the Company.  If any
of the  following  risks  actually  occur,  the  Company's  business,  financial
condition or results of operations could be materially adversely affected.

Dependence On RF Connector Division Products

     Of the Company's two operating divisions,  the RF Connector division is the
largest,  accounting  for  approximately  90% of the Company's net sales for the
fiscal year ended October 31, 2003,  and  approximately  90% of net sales during
the nine-month  period ended July 31, 2004. The Company expects the RF Connector
division  products  will  continue to account for the majority of the  Company's
revenues for the near future.  Accordingly,  an adverse change in the operations
of the RF Connector  division could  materially  adversely  affect the Company's
business,   operating  results  and  financial  condition.  Factors  that  could
adversely affect the RF Connector division are described below.

International Sales And Operations

     Sales to customers  located  outside the United States,  either directly or
through U.S. and foreign  distributors,  accounted for  approximately 12% of the
net sales of the  Company in the year ended  October  31,  2003,  and 14% of net
sales during the nine-month period ended July 31, 2004.  International  revenues
are subject to a number of risks, including:

|X|  longer accounts receivable payment cycles;

|X|  difficulty in enforcing agreements and in collecting accounts receivable;

|X|  tariffs and other restrictions on foreign trade;

|X|  economic and political instability; and

|X|  and the burdens of complying with a wide variety of foreign laws.

     The  Company's   foreign  sales  are  also  affected  by  general  economic
conditions in its international  markets.  A prolonged  economic downturn in its
foreign markets could have a material adverse effect on the Company's  business.
There can be no  assurance  that the  factors  described  above will not have an
adverse  material  effect on the Company's  future  international  revenues and,
consequently,  on the financial condition, results of operations and business of
the Company.

     Since  sales  made  to  foreign  customers  or  foreign  distributors  have
historically been in U.S. dollars, the Company has not been exposed to the risks
of  foreign  currency  fluctuations.  However,  if the  Company in the future is
required to accept sales  denominated in the  currencies of the countries  where
sales are made, the Company  thereafter also be exposed to currency  fluctuation
risks.

The Company Depends On Third-Party Contract  Manufacturers For Substantially All
Of Its  Connector  Manufacturing  Needs.  If They Are  Unable To  Manufacture  A
Sufficient  Quantity Of  High-Quality  Products  On A Timely And  Cost-Efficient
Basis,  The  Company's  Net Sales  And  Profitability  Would Be  Harmed  And Its
Reputation May Suffer.

     Substantially  all of the Company's RF Connector  products are manufactured
by  third-party  contract  manufacturers.  The Company relies on them to procure
components for RF Connectors  and in certain cases to design,  assemble and test
its products on a timely and  cost-efficient  basis.  If the Company's  contract
manufacturers  are unable to complete design work on a timely basis, the Company
will experience delays in product  development and its ability to compete may be
harmed.  In  addition,   because  some  of  the  Company's   manufacturers  have
manufacturing  facilities  in Taiwan and  Korea,  their  ability to provide  the
Company  with  adequate  supplies  of  high-quality  products  on a  timely  and
cost-efficient   basis  is  subject  to  a  number  of   additional   risks  and
uncertainties,  including earthquakes and other natural disasters and political,
social and economic  instability.  If the Company's  manufacturers are unable to
provide it with  adequate  supplies  of  high-quality  products  on a timely and
cost-efficient  basis,  the Company's  operations would be disrupted and its net
revenue and profitability would suffer.  Moreover,  if the Company's third-party
contract  manufacturers cannot consistently  produce high-quality  products that
are free of  defects,  the  Company  may  experience  a higher  rate of  product
returns,  which would also reduce its  profitability  and may harm the Company's
reputation and brand.

     The Company does not currently have any agreements with any of its contract
manufacturers,  and such manufacturers could stop manufacturing products for the
Company  at any  time.  Although  the  Company  believes  that it  could  locate
alternate  contract  manufacturers if any of its manufacturers  terminated their
business,   the  Company's   operations   could  be  impacted  until   alternate
manufacturers are found.

The Company's Dependence On Third-Party Manufacturers Increases The Risk That It
Will Not Have An Adequate  Supply Of Products Or That Its Product  Costs Will Be
Higher Than Expected.

     The risks associated with the Company's dependence upon third parties which
develop and manufacture and assemble the Company's products, include:

|X|  reduced control over delivery schedules and quality;

|X|  risks of inadequate manufacturing yields and excessive costs;

|X|  the potential  lack of adequate  capacity  during periods of excess demand;
     and

|X|  potential increases in prices.

     These risks may lead to increased  costs or delay product  delivery,  which
would harm the Company's profitability and customer relationships.

Dependence  Upon  Independent  Distributors  To Sell And  Market  The  Company's
Products

     The  Company's  sales efforts are primarily  effected  through  independent
distributors. Sales through independent distributors accounted for approximately
75% the net sales of the Company for the fiscal year ended October 31, 2003, and
75% of net sales during the nine-month period ended July 31, 2004.  Although the
Company has entered into written  agreements with most of the distributors,  the
agreements are nonexclusive and generally may be terminated by either party upon
30-60  days'  written  notice.  The  Company's  distributors  are not within the
control of the Company, are not obligated to purchase products from the Company,
and may also sell other lines of products.  There can be no assurance that these
distributors will continue their current  relationships with the Company or that
they will not give higher  priority to the sale of other  products,  which could
include products of competitors.  A reduction in sales efforts or discontinuance
of sales of the  Company's  products by its  distributors  would lead to reduced
sales and could materially  adversely affect the Company's financial  condition,
results of operations and business.  Selling through  indirect  channels such as
distributors may limit the Company's contact with its ultimate customers and the
Company's ability to assure customer satisfaction.

Dependence On Principal Customer

     One  customer  accounted  for  approximately  16% of the net  sales  of the
Company's RF Connector  division for the fiscal year ended  October 31, 2003 and
14% of net sales for the  nine-month  period ended July 31, 2004.  Although this
customer has been an on-going major customer of the Company during the past five
years,  the  Company  does not have a  written  agreement  with  this  customer.
Therefore,  this customer  does not have any minimum  purchase  obligations  and
could stop buying the  Company's  products at any time.  A  reduction,  delay or
cancellation  of orders from this  customer or the loss of this  customer  could
significantly  reduce the  Company's  revenues and profits.  The Company  cannot
provide  assurance  that this  customer  or any of its  current  customers  will
continue to place  orders,  that orders by existing  customers  will continue at
current or  historical  levels or that the Company will be able to obtain orders
from new customers.

Certain of The Company's Markets Are Subject To Rapid  Technological  Change, So
the  Company's  Success In These  Markets  Depends On Its Ability To Develop And
Introduce New Products.

     Although most of the  Company's  products have a stable market and are only
gradually  phased  out,  certain  of the new and  emerging  market,  such as the
wireless digital transmission markets, are characterized by:

|X|  rapidly changing technologies;

|X|  evolving and competing industry standards;

|X|  short product life cycles;

|X|  changing customer needs;

|X|  emerging competition;

|X|  frequent new product introductions and enhancements; and

|X|  rapid product obsolescence.

     To develop new products for the connector and wireless digital transmission
markets, the Company must develop,  gain access to and use new technologies in a
cost-effective  and timely manner. In addition,  the Company must maintain close
working  relationship  with key  customers in order to develop new products that
meet  customers'  changing  needs.  The  Company  also must  respond to changing
industry  standards  and  technological  changes on a timely and  cost-effective
basis.

     Products for connector  applications  are based on industry  standards that
are continually  evolving.  The Company's  ability to compete in the future will
depend on its  ability to identify  and ensure  compliance  with these  evolving
industry standards.  If the Company is not successful in developing or using new
technologies or in developing new products or product  enhancements,  its future
revenues  may be  materially  affected.  The  Company's  attempt to keep up with
technological advances may require substantial time and expense.

The Markets In Which The Company Competes Are Highly Competitive.

     The markets in which the Company  operates are highly  competitive  and the
Company expects that competition will increase in these markets.  In particular,
the connector  and  communications  markets in which the Company's  products are
sold are intensely competitive. Because the Company does not own any proprietary
property that can be used to distinguish the Company from its  competitors,  the
Company's  ability to compete  successfully in these markets depends on a number
of factors, including:

|X|  success in  subcontracting  the design and  manufacture of existing and new
     products that implement new technologies;

|X|  product quality;

|X|  reliability;

|X|  customer support;

|X|  time-to-market;

|X|  price;

|X|  market acceptance of competitors' products; and

|X|  general economic conditions.

     In addition,  the Company's competitors or customers may offer enhancements
to its  existing  products  or offer  new  products  based on new  technologies,
industry  standards or customer  requirements that have the potential to replace
or  provide  lower-cost  or higher  performance  alternatives  to the  Company's
products.  The  introduction  of  enhancements  or new products by the Company's
competitors   could  render  its  existing  and  future  products   obsolete  or
unmarketable.

     Many of the Company's competitors have significantly greater financial
and other resources. In certain circumstances, the Company's customers or
potential customers have internal manufacturing capabilities with which the
Company may compete.

If The Industries Into Which The Company Sells Its Products Experience Recession
Or Other Cyclical Effects Impacting The Budgets Of Its Customers,  The Company's
Operating Results Could Be Negatively Impacted.

     The primary  customers  for the  Company's  coaxial  connectors  are in the
connector  and  communications  industries.  Any  significant  downturn  in  the
Company's  customers' markets, in particular,  or in general economic conditions
which result in the cut back of budgets  would  likely  result in a reduction in
demand for the  Company's  products and  services  and could harm the  Company's
business.  Historically, the communications industry has been cyclical, affected
by both economic  conditions and  industry-specific  cycles.  Depressed  general
economic  conditions and cyclical downturns in the communications  industry have
each had an adverse effect on sales of communications  equipment, OEMs and their
suppliers,  including the Company.  No assurance can be given that the connector
industry  will not  experience  a  material  downturn  in the near  future.  Any
cyclical downturn in the connector and/or  communications  industry could have a
material adverse effect on the Company.

The Company May Make Future Acquisitions, Which Will Involve Numerous Risks.

     On August 16,  2004,  the Company  acquired  the  business  and assets of a
Nevada based  designer,  manufacturer  and  distributor  of microwave  and radio
frequency connectors.  As a result of the acquisition,  the Company will have to
integrate the  operations of this business into its own business and maintain an
office  in  Nevada.  In  addition  to the  foregoing  acquisition,  the  Company
periodically  considers  other  potential  acquisitions  of other companies that
could expand the  Company's  product  line or customer  base.  Accordingly,  the
Company may in the future acquire one or more  additional  companies.  The risks
involved with acquiring the Nevada business and in any other future acquisitions
include:

|X|  diversion of management's attention;

|X|  the affect on the Company's  financial  statements of the  amortization  of
     acquired intangible assets;

|X|  the cost  associated  with  acquisitions  and the  integration  of acquired
     operations; and

|X|  assumption  of  unknown  liabilities,  or  other  unanticipated  events  or
     circumstances.

     Any of these risks could materially harm the Company's business,  financial
condition and results of operations. There can be no assurance that any business
that the  Company  acquires  will  achieve  anticipated  revenues  or  operating
results.

Item 3. Controls and Procedures.

     Based on an evaluation of the  effectiveness of the design and operation of
the Company's  disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities  Exchange  Act of  1934,  the  principal  executive  officer  and the
principal  financial officer concluded that, as of the end of the period covered
by this report, the Company's  disclosure  controls and procedures are effective
to ensure the  information  required to be  disclosed  by the Company in reports
filed or submitted  under the Exchange Act were timely  recorded,  processed and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission rules and forms.

     There have been no significant  changes in the Company's  internal controls
over  financing  reporting or in other  factors which  occurred  during the last
quarter covered by this report,  which could materially affect or are reasonably
likely to materially  affect the  Company's  internal  controls  over  financing
reporting.

                           PART II. OTHER INFORMATION

Item 5.  Other Information

     On August 16, 2004,  the Company  purchased the business and  substantially
all of the assets of Jacelaine, Inc., a Nevada based designer,  manufacturer and
distributor of microwave and radio  frequency  connectors.  Jacelaine,  Inc. has
been conducting business under the name "Aviel  Electronics." The purchase price
of the assets was $510,000,  of which  $410,000 was paid in cash at the closing,
and $100,000 was deposited  into an escrow  account for one year as security for
the  seller's  representations,  warranties  and  covenants.  The purpose of the
acquisition  is to complement  the  Company's  coaxial  connector  business with
military, governmental and aerospace customers.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

               31.1:Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.

               31.2:Certification   of  Chief  Financial   Officer  pursuant  to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

               32.1:Certification  of Chief  Executive  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002. *

               32.2:Certification  of Chief  Financial  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002. *

                    *  Pursuant  to  Commission   Release  No.   33-8238,   this
                    certification   will  be  treated  as  "accompanying"   this
                    Quarterly  Report of Form  10-QSB and not "filed" as part of
                    such  report for  purposes  of Section 18 of the  Securities
                    Exchange Act of 1934,  as amended,  or otherwise  subject to
                    the liability of Section 18 of the  Securities  Exchange Act
                    of 1934,  as  amended,  and this  certification  will not be
                    deemed to be incorporated by reference into any filing under
                    the  Securities  Act of 1933, as amended,  or the Securities
                    Exchange Act of 1934, as amended,  except to the extent that
                    the registrant specifically incorporates it by reference.

         (b) Reports on Form 8-K

                  None.



<PAGE>




                                   SIGNATURES

         In accordance with 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:   September 14, 2004               By:/s/ Howard F. Hill
                                             ------------------
                                              Howard F. Hill, President
                                              Chief Executive Officer


Dated:   September 14, 2004               By:/s/ Terrie A. Gross
                                             -------------------
                                              Terrie A. Gross
                                              Chief Financial Officer





<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number

31.1:Certification  of Chief  Executive  Officer  pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002.

31.2:Certification  of Chief  Financial  Officer  pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002.

32.1:Certification  of Chief  Executive  Officer  pursuant to 18 U.S.C.  Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2:Certification  of Chief  Financial  Officer  pursuant to 18 U.S.C.  Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



<PAGE>

                                                                   Exhibit 31.1

                                 CERTIFICATIONS

         I, Howard F. Hill, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of RF Industries, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

Date:  September 14, 2004                                /s/ Howard F. Hill
                                                         ------------------
                                                         Howard F. Hill
                                                         Chief Executive Officer



<PAGE>

                                                                   Exhibit 31.2

                                 CERTIFICATIONS

         I, Terrie A. Gross, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of RF Industries, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

Date:   September 14, 2004                               /s/ Terrie A. Gross
                                                         -------------------
                                                         Terrie A. Gross
                                                         Chief Financial Officer



<PAGE>


Exhibit 32.1

                            CERTIFICATION PURSUANT TO

                               18 U.S.C. ss. 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of RF Industries, Ltd. (the
"Company") on Form 10-QSB for the period ended July 31, 2004, as filed with the
Securities and Exchange Commission (the "Report"), I, Howard F. Hill, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.


Date:   September 14, 2004                               /s/ Howard F. Hill
                                                         ------------------
                                                         Howard F. Hill
                                                         Chief Executive Officer



<PAGE>


Exhibit 32.2



                            CERTIFICATION PURSUANT TO

                               18 U.S.C. ss. 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of RF Industries, Ltd. (the
"Company") on Form 10-QSB for the period ended July 31, 2004, as filed with the
Securities and Exchange Commission (the "Report"), I, Terrie A. Gross, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

Date:   September 14, 2004                               /s/ Terrie A. Gross
                                                         -------------------
                                                         Terrie A. Gross
                                                         Chief Financial Officer