**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
      THE QUARTER ENDED JULY 31, 2008**





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 principalexecutive offices)
                
                (Zip
                    Code)
  (858)
                  549-6340
              
              FAX
                  (858) 549-6345(Issuer’s
                  telephone and fax numbers, including
                  area code)
   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
xNo
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo
x





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock at
      the latest practicable date. As of August 30, 2008, the registrant had 3,307,889
      shares of Common Stock, $.01 par value, issued.





Transitional
      Small Business Disclosure Format (check one): Yes oNo x





1




**Part
      I. FINANCIAL INFORMATION**





**Item
      1: Financial Statements**








**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**


**(UNAUDITED)**




**ASSETS**
            
            **July
                31, 2008**
            
            **October
                31, 2007****(Note
                1)****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            1,822,127
            
            $
            3,400,566Investments
                in available-for-sale securities
            
            
            6,424,714
            
            
            4,531,680Trade
                accounts receivable, net of allowance for doubtful accounts of $37,296
                and
                $43,459
            
            
            2,008,000
            
            
            1,900,029Inventories
            
            
            6,090,226
            
            
            4,955,302Other
                current assets
            
            
            296,949
            
            
            241,995Income
                tax receivable
            
            
            57,502Deferred
                tax assets
            
            
            344,600
            
            
            321,700**TOTAL
                CURRENT ASSETS**
            
            
            17,044,118
            
            
            15,351,272**Equipment
                and furnishings:**Equipment
                and tooling
            
            
            2,003,302
            
            
            1,780,154Furniture
                and office equipment
            
            
            369,970
            
            
            341,5902,373,272
            
            
            2,121,744Less
                accumulated depreciation
            
            
            1,968,436
            
            
            1,866,051**TOTAL**
            
            
            404,836
            
            
            255,693Goodwill
            
            
            308,479
            
            
            308,479Amortizable
                intangible asset, net
            
            
            64,434
            
            
            114,800Note
                receivable from stockholder
            
            
            66,980
            
            
            66,980Other
                assets
            
            
            28,382
            
            
            30,934**TOTAL
                ASSETS**
            
            **$**
            **17,917,229**
            
            **$**
            **16,128,158**




2




**Item
      1: Financial Statements** (continued)







**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**


**(UNAUDITED)**





**July
                31, 2008**
            
            **October
                31, 2007****(Note
                1)****LIABILITIES
                AND****STOCKHOLDERS’
                EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            255,370
            
            $
            205,136Accrued
                expenses
            
            
            1,212,533
            
            
            696,939Income
                taxes payable
            
            
            
            
            
            167,625**TOTAL
                CURRENT LIABILITIES**
            
            
            1,467,903
            
            
            1,069,700Deferred
                tax liabilities
            
            
            83,000
            
            
            70,000Other
                long-term liabilities
            
            
            250,946
            
            
            47,665**TOTAL
                LIABILITIES**
            
            
            1,801,849
            
            
            1,187,365**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY**Common
                stock - authorized 10,000,000 shares of $0.01 par value; 3,307,889
                and
                3,285,969 shares issued and outstanding
            
            
            33,079
            
            
            32,860Additional
                paid-in capital
            
            
            6,219,521
            
            
            5,700,362Retained
                earnings
            
            
            9,862,780
            
            
            9,207,571**TOTAL
                STOCKHOLDERS’ EQUITY**
            
            
            16,115,380
            
            
            14,940,793**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            **$**
            **17,917,229**
            
            **$**
            **16,128,158**






See
      Notes
      to Condensed Unaudited Financial Statements




3




**Item
      1: Financial Statements** (continued)




**RF
                INDUSTRIES, LTD.**
              **CONDENSED
                STATEMENTS OF INCOME**
              **(UNAUDITED)**Three
                Months Ended July 31
            
            Nine
                months Ended July 312008
            
            2007
            
            2008
            
            2007Net
                sales
            
            $
            4,667,638
            
            $
            4,313,346
            
            $
            13,002,083
            
            $
            10,848,465Cost
                of sales
            
            
            2,351,721
            
            
            2,264,283
            
            
            6,454,478
            
            
            6,016,255Gross
                profit
            
            
            2,315,917
            
            
            2,049,063
            
            
            6,547,605
            
            
            4,832,210Operating
                expenses:Engineering
            
            
            278,600
            
            
            117,171
            
            
            775,463
            
            
            350,104Selling
                and general
            
            
            1,381,549
            
            
            1,125,974
            
            
            4,043,177
            
            
            3,407,451Totals
            
            
            1,660,149
            
            
            1,243,145
            
            
            4,818,640
            
            
            3,757,555Operating
                income
            
            
            655,768
            
            
            805,918
            
            
            1,728,965
            
            
            1,074,655Other
                income - interest
            
            
            40,768
            
            
            89,608
            
            
            178,811
            
            
            287,278Income
                before provision for income taxes
            
            
            696,536
            
            
            895,526
            
            
            1,907,776
            
            
            1,361,933Provision
                for income taxes
            
            
            296,824
            
            
            461,457
            
            
            794,071
            
            
            716,557Net
                income
            
            $
            399,712
            
            $
            434,069
            
            $
            1,113,705
            
            $
            645,376Basic
                earnings per share
            
            $
            0.12
            
            $
            0.13
            
            $
            0.34
            
            $
            0.20Diluted
                earnings per share
            
            $
            0.11
            
            $
            0.12
            
            $
            0.30
            
            $
            0.17Basic
                weighted average shares outstanding
            
            
            3,298,345
            
            
            3,248,058
            
            
            3,294,219
            
            
            3,265,739Diluted
                weighted average shares outstanding
            
            
            3,741,111
            
            
            3,693,613
            
            
            3,720,346
            
            
            3,766,200Dividends
                paid
            
            $
            98,723
            
            $
            64,991
            
            $
            295,183
            
            $
            131,356






See
      Notes
      to Condensed Unaudited Financial Statements




4




**Item
      1: Financial Statements** (continued)







**RF
      INDUSTRIES, LTD.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**NINE
      MONTHS ENDED JULY 31**


**(UNAUDITED)**




**2008**
            
            **2007**OPERATING
                ACTIVITIES:Net
                income
            
            $
            1,113,705
            
            $
            645,376Adjustments
                to reconcile net income to net cash provided by operating
                activities:Bad
                debt expense
            
            
            (3,615
            )
            
            (2,143
            )Depreciation
                and amortization
            
            
            152,751
            
            
            200,717Income
                tax benefit on non-qualified stock options
            
            
            -
            
            
            (114,000
            )Deferred
                income taxes
            
            
            (9,900
            )
            
            (29,543
            )Stock-based
                compensation expense
            
            
            405,073
            
            
            442,946Changes
                in operating assets and liabilities:Trade
                accounts receivable
            
            
            (104,356
            )
            
            178,142Inventories
            
            
            (1,134,924
            )
            
            513,040Income
                tax payable\receivable
            
            
            (225,127
            )
            
            (224,737
            )Other
                current and long-term assets
            
            
            (52,402
            )
            
            (19,910
            )Accounts
                payable
            
            
            50,234
            
            
            (68,763
            )Accrued
                expenses
            
            
            516,956
            
            
            (168,661
            )Other
                long-term liabilities
            
            
            16,207
            
            
            -Net
                cash provided by operating activities
            
            
            724,602
            
            
            1,352,464INVESTING
                ACTIVITIES:Purchase
                of available-for-sale securities
            
            
            (8,691,635
            )
            
            (607,719
            )Maturity
                of available-for-sale securities
            
            
            6,821,000
            
            
            -Capital
                expenditures
            
            
            (251,528
            )
            
            (98,378
            )Net
                cash used in investing activities
            
            
            (2,122,163
            )
            
            (706,097
            )FINANCING
                ACTIVITIES:Proceeds
                from exercise of stock options
            
            
            114,305
            
            
            175,948Purchase
                of treasury stock
            
            
            -
            
            
            (458,824
            )Income
                tax benefit on non-qualified stock options
            
            
            -
            
            
            114,000Dividends
                paid
            
            
            (295,183
            )
            
            (131,356
            )Net
                cash used in financing activities
            
            
            (180,878
            )
            
            (300,232
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            (1,578,439
            )
            
            346,135Cash
                and cash equivalents at the beginning of the period
            
            
            3,400,566
            
            
            4,612,935Cash
                and cash equivalents at the end of the period
            
            $
            1,822,127
            
            $
            4,959,070Supplemental
                cash flow information:Income
                taxes paid
            
            $
            1,033,000
            
            $
            966,551






See
      Notes
      to Condensed Unaudited Financial Statements




5




**RF
      INDUSTRIES, LTD.**


**NOTES
      TO CONDENSED UNAUDITED FINANCIAL STATEMENTS**




**Note
      1 - Unaudited condensed 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 in order to make the information not misleading.
      Information included in the balance sheet as of October 31, 2007 has been
      derived from, and certain terms used herein are defined in, the audited
      financial statements of RF Industries, LTD. (the “Company”) as of October 31,
      2007 included in the Company’s Annual Report on Form 10-KSB for the year ended
      October 31, 2007 that was previously filed with the Securities and Exchange
      Commission. Operating results for the three and nine month periods ended July
      31, 2008, are not necessarily indicative of the results that may be expected
      for
      the year ending October 31, 2008. 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, 2007.




**Revenue
      Recognition**




The
      Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
      No.
      104, “Revenue Recognition in Financial Statements” (“SAB 104”). SAB 104 requires
      that four basic criteria must be met before revenue can be recognized: (1)
      persuasive evidence of an arrangement exists; (2) delivery has occurred or
      services rendered; (3) the fee is fixed and determinable; and (4) collectability
      is reasonably assured. The Company recognizes revenue from product sales after
      purchase orders are received which contain a fixed price and the products are
      shipped. Most of the Company’s products are sold to continuing customers with
      established credit histories.




**Note
      2 - Investments**




Pursuant
      to Statement of Financial Accounting Standards No. 115, “Accounting for Certain
      Investments in Debt and Equity Securities,” the Company’s investments in U.S.
      Treasury Bills and FDIC insured Certificates of Deposits were classified as
      available-for-sale securities and, accordingly, were valued at fair value at
      the
      end of each period. If there is other than temporary decline in fair value,
      the
      cost basis of the individual security would have been written down to fair
      value
      via a charge to earnings. Unrealized holding gains or losses were immaterial
      for
      the periods presented.





**Note
      3 - Components of inventories**




Inventories,
      consisting of materials, labor and manufacturing overhead, are stated at the
      lower of cost or market. Cost has been determined using the weighted average
      cost method.







July
                31, 2008
            
            October
                31, 2007Raw
                materials and supplies
            
            $
            1,954,904
            
            $
            1,092,965Work
                in process
            
            
            44,524
            
            
            19,716Finished
                goods
            
            
            4,143,532
            
            
            3,966,681Inventory
                reserve
            
            
            (52,734
            )
            
            (124,060
            )Totals
            
            $
            6,090,226
            
            $
            4,955,302





Purchases
      of connector products from two major vendors in the nine-month period ended
      July
      31, 2008, represented 21% and 11% of the total inventory purchases compared
      to
      purchases from three major vendors who represented 17%, 16% and 11% of the
      total
      inventory purchases for the same period in fiscal year 2007. The Company has
      arrangements with these vendors to purchase product based on purchase orders
      periodically issued by the Company.




6




**Note
      4 - Earnings per share**




Basic
      earnings per share is computed by dividing net income by the weighted average
      number of common shares outstanding during the period. Diluted earnings per
      share is computed by dividing net income by the weighted average number of
      common shares outstanding 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. At
      July 31, 2008, the effects of the assumed exercise of options to purchase
      229,196 shares of the Company’s common stock, at a price range of $7.50 to $7.56
      per share, were not included in the computation of diluted per share amounts
      because they were anti-dilutive for that purpose. At July 31, 2007, the effects
      of the assumed exercise of options to purchase 163,923 shares of the Company’s
      common stock, at a price of range of $6.38 to $7.50 per share, were not included
      in the computation of diluted per share amounts because they were anti-dilutive
      for that purpose.




The
      following table summarizes the computation of basic and diluted weighted average
      shares outstanding:




Three
                Months Ended July 31
            
            Nine
                months Ended July 312008
            
            2007
            
            2008
            
            2007Weighted
                average shares outstanding for basic net earnings per
                share
            
            
            3,298,345
            
            
            3,248,058
            
            
            3,294,219
            
            
            3,265,739Add
                effects of potentially dilutive securities-assumed exercise of stock
                options
            
            
            442,766
            
            
            445,555
            
            
            426,127
            
            
            500,461Weighted
                average shares for diluted net earnings per share
            
            
            3,741,111
            
            
            3,693,613
            
            
            3,720,346
            
            
            3,766,200




**Note
      5 - Stock-based compensation and equity transactions**




The
      Company follows Statement of Financial Accounting Standards No. 123 (revised
      2004), “Share-Based Payment” (“SFAS 123R”). SFAS
      123R
      requires the calculation of the historical pool of windfall tax benefits. 
This pool of windfall tax benefits is needed to determine the treatment of
      "shortfalls" that occur when the tax deduction received for a stock-based
      compensation award is less than the cumulative compensation cost recognized
      for
      that award for financial reporting purposes.  The Company has elected to
      use the "short-cut" method of Financial
      Accounting Standards Board Staff
      Position No. SFAS 123(R)-3, “Transition Election Related to Accounting for the
      Tax Effects of Share-Based Payment Awards”, to calculate the historical pool of
      windfall tax benefits.





The
      stock
      incentive plans provide for the granting of qualified and nonqualified options
      to the Company’s officers, directors and employees. Outstanding options are
      generally exercisable one year after the date of the grant and expire no more
      than ten years after the grant. The Company satisfies the exercise of options
      by
      issuing previously unissued common shares.




The
      weighted average fair value of employee stock options granted by the Company
      in
      the nine months ended July 31, 2008 and 2007 was estimated to be $3.36 and
      $3.83
      per share, respectively, using the Black-Scholes option pricing model with
      the
      following assumptions:




7




**2008**
            
            ******2007**Risk-free
                interest rate
            
            
            4.29
            %
            
            5.00
            %Dividend
                yield
            
            
            1.06
            %
            
            0.00
            %Expected
                life of the option
            
            
            6
                years
            
            
            5
                yearsVolatility
                factor
            
            
            54.00
            %
            
            57.00
            %




Expected
      volatilities are based on historical volatility of the Company’s stock, and
      other factors. The Company uses historical experience with exercise and
      post-vesting employment termination behavior to determine the options’ expected
      life. The expected life represents the period of time that options granted
      are
      expected to be outstanding. The risk-free rate is based on the U.S. Treasury
      rate with a maturity date corresponding to the options’ expected life. The
      dividend yield is based upon the historical dividend yield.




In
      accordance with the provisions of SFAS 123R, all other issuances of common
      stock, stock options, warrants or other equity instruments to employees and
      non-employees as the consideration for goods or services received by the Company
      are accounted for based on the fair value of the equity instruments issued
      (unless the fair value of the consideration received can be more reliably
      measured). Generally, the fair value of any options, warrants or similar equity
      instruments issued is estimated based on the Black-Scholes option-pricing
      model.





**Issuances
      of Common Stock by the Company**





During
      the nine months ended July 31, 2008, the Company received cash proceeds of $114,305 from the
      exercise of options for the purchase of 21,920 shares of common
      stock.





**Company
      Stock Option Plans**





Descriptions
      of the Company’s stock option plans are included in Note 7 of the Company’s
      Annual Report on Form 10-KSB for the year ended October 31, 2007. A summary
      of
      the status of the options granted under the Company’s stock option plans as of
      July 31, 2008 and the changes in options outstanding during the nine months
      then
      ended is presented in the table that follows:




Shares
            
            Weighted
              Average
                Exercise Price
            
            Weighted Average
              Remaining
              Contractual Term
            
            Aggregate
              Intrinsic
              ValueOutstanding
                at October 31, 2007
            
            
            1,011,442
            
            $
            3.81Options
                granted
            
            
            10,000
            
            $
            6.62Options
                exercised
            
            
            (21,920
            )
            $
            5.21
            
            
            
            
            $
            50,545Options
                cancelled or expired
            
            
            (20,789
            )
            $
            7.50Options
                outstanding at July 31, 2008
            
            
            978,733
            
            $
            3.73
            
            
            6.18
                years
            
            $
            3,448,540Options
                exercisable at July 31, 2008
            
            
            729,537
            
            $
            3.26
            
            
            5.98
                years
            
            $
            2,910,991





As
      of
      July 31, 2008, $259,935 of expense with respect to nonvested share-based
      arrangements has yet to be recognized and which is expected to be recognized
      over a weighted average period of 1.11 years.





8




**Note
      6 - Concentration of Credit Risk**




One
      customer accounted for approximately 16% of the Company’s net sales for the
      three and nine months ended July 31, 2008. One customer accounted for 18% and
      17% of the Company’s net sales for the three and nine months ended July 31,
      2007. Although this company has been a customer of the Company continuously
      during the past ten years, the written agreements with this customer do not
      have
      any minimum purchase obligations and the customer could stop buying the
      Company’s products at any time and for any reason. A reduction, delay or
      cancellation of orders from this major customer them or the loss of this
      customer could significantly reduce the Company’s revenues and profits.




**Note
      7 - Segment Information**




The
      Company follows the provisions of Statement of Financial Accounting Standards
      No. 131, “Disclosures about Segments of an Enterprise and Related Information”
(“SFAS 131”). Pursuant to the provisions of SFAS 131, the Company reports
      segment sales in the same format reviewed by the Company’s management chief
      decision maker (the “management approach”).




The
      Company aggregates operating divisions into operating segments which have
      similar economic characteristics and divisions are similar in the majority
      of
      the following areas: (1) the nature of the product and services; (2) the nature
      of the production process; (3) the type or class of customer for their products
      and services; (4) the methods used to distribute their products or services;
      (5)
      if applicable, the nature of the regulatory environment. The Company has two
      segments- - the RF Connector and Cable Assembly and RF Wireless based upon
      this
      evaluation.




The
      RF
      Connector and Cable Assembly segment is comprised of four divisions while the
      RF
      Wireless segment is comprised of two. The only two divisions that meet the
      quantitative thresholds for segment reporting are Connector / Cable Assembly
      and
      RF Neulink. Each of the other divisions aggregated into these segments has
      similar products that are marketed to their respective customer base; production
      and product development processes are similar in nature. The specific customers
      are different for each division; however, there is some overlapping of product
      sales to them. The methods used to distribute products are similar within each
      division aggregated.




Management
      identifies the Company’s segments based on strategic business units that are, in
      turn, based along market lines. These strategic business units offer products
      and services to different markets in accordance with their customer base and
      product usage. For segment reporting purposes, the Company aggregates Connector
      and Cable Assembly, Aviel Electronics, Bioconnect and Worswick divisions into
      the RF Connector Cables Assembly segment while RF Neulink and RadioMobile are
      part of the RF Wireless segment, as explained above. The Company evaluates
      the
      performance of each segment based on income or loss before income taxes. The
      Company charges depreciation and amortization directly to each division within
      the segment. All stock-based compensation is attributed to the RF Connector
      Cable Assembly segment.




Substantially
      all of the Company’s operations are conducted in the United States; however, the
      Company derives a portion of its revenue from export sales. The Company
      attributes sales to geographic areas based on the location of the customers.
      The
      following table presents the net sales of the Company by geographic area for
      the
      three-month and nine-month periods ended July 31, 2008 and 2007:




Three
                Months Ended July 31
            
            Nine
                months Ended July 312008
            
            2007
            
            2008
            
            2007United
                States
            
            $
            3,895,678
            
            $
            3,823,593
            
            $
            11,204,414
            
            $
            9,299,607Foreign
                countries
            
            
            771,960
            
            
            489,753
            
            
            1,797,669
            
            
            1,548,858$
            4,667,638
            
            $
            4,313,346
            
            $
            13,002,083
            
            $
            10,848,465




9




Net
      Sales, income (loss) before provision for income taxes and other related segment
      information for the three months ended July 31, 2008 and 2007 are as
      follows:




**2008**
            
            RF
                Connector and CableAssembly
            
            RF
                Wireless
            
            Corporate
            
            TotalNet
                sales
            
            $
            4,240,085
            
            $
            427,553
            
            $
            -
            
            $
            4,667,638Income
                (loss) before provision for income taxes
            
            
            714,793
            
            
            (59,025
            )
            
            40,768
            
            
            696,536Depreciation
                and amortization
            
            
            6,470
            
            
            7,878
            
            
            -
            
            
            14,348




**2007**
            
            RF
                Connector and CableAssembly
            
            RF
                Wireless
            
            Corporate
            
            TotalNet
                sales
            
            $
            3,778,058
            
            $
            535,288
            
            $
            -
            
            $
            4,313,346Income
                before provision for income taxes
            
            
            571,755
            
            
            234,163
            
            
            89,608
            
            
            895,526Depreciation
                and amortization
            
            
            72,112
            
            
            -
            
            
            -
            
            
            72,112




Net
      sales, income before provision for income taxes and other related segment
      information for the nine months ended July 31, 2008 and 2007 are as
      follows:




**2008**
            
            RF
                Connector and CableAssembly
            
            RF
                Wireless
            
            Corporate
            
            TotalNet
                sales
            
            $
            11,478,879
            
            $
            1,523,204
            
            $
            -
            
            $
            13,002,083Income
                before provision for income taxes
            
            
            1,644,963
            
            
            84,002
            
            
            178,801
            
            
            1,907,776Depreciation
                and amortization
            
            
            129,519
            
            
            23,232
            
            
            -
            
            
            152,751




**2007**
            
            RF
                Connector and CableAssembly
            
            RF
                Wireless
            
            Corporate
            
            TotalNet
                sales
            
            $
            10,031,157
            
            $
            817,308
            
            $
            -
            
            $
            10,848,465Income
                before provision for income taxes
            
            
            851,836
            
            
            222,819
            
            
            287,278
            
            
            1,361,933Depreciation
                and amortization
            
            
            200,717
            
            
            -
            
            
            -
            
            
            200,717




10




**Note
      8 -** **Income
      tax provision**




The
      income tax provision reflected in the accompanying unaudited condensed
      statements of income for the three and nine months ended July 31, 2008 differs
      from the expected tax provision computed based on the pre-tax income and the
      applicable statutory Federal income tax rate of 34% and the state income tax
      rate, net of Federal tax effects, of 6.1%. Interim tax provisions are determined
      using an estimate of the annual effective tax rate. As of July 31, 2008, the
      Company estimated that its effective annual tax rate for the year ending October
      31, 2008 will be approximately 41.6%, which is above the expected statutory
      rate
      primarily as a result of permanent differences between income before taxes
      for
      financial reporting purposes and taxable income. The most significant permanent
      difference related to the portion of compensation expense recognized for
      financial reporting purposes attributed to the noncash charges recorded under
      SFAS 123R for the fair value of qualified incentive stock options, or ISOs,
      granted to employees, which are generally not deductible for tax reporting
      purposes. The Company recognized noncash, nondeductible charges to compensation
      expense of approximately $84,000 and $249,000 for the three and nine months
      ended July 31, 2008 related to ISOs under SFAS 123R compared to approximately
      $61,000 and $219,000 for the three and nine months ended July 31,
      2007.




As
      of
      November 1, 2007, the Company adopted the provisions of, “Accounting for
      Uncertainty in Income Taxes, an interpretation of SFAS 109, Accounting for
      Income Taxes” ** (“FIN
      48”), which was supplemented by FASB Financial Staff Position FIN 48-1,
“Definition of Settlement in FASB Interpretation ** No.
      48.”
FIN 48 prescribes a recognition threshold and measurement attribute for the
      financial statements recognition and measurement of uncertain tax positions
      taken or expected to be taken in a company’s income tax return, and also
      provides guidance on derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. FIN 48 utilizes a
      two-step approach for evaluating uncertain tax positions accounted for in
      accordance with SFAS No. 109, Accounting for Income Taxes. Step one,
      recognition, requires a company to determine if the weight of available evidence
      indicates that a tax position is more likely than not to be sustained upon
      audit, including resolution of related appeals or litigation processes, if
      any.
      Step two, measurement, is based on the largest amount of benefit, which is
      more
      likely than not to be realized on ultimate settlement. The cumulative effect
      of
      adopting FIN 48 on November 1, 2007 was recognized as a change in accounting
      principle, and recorded as an adjustment to the opening balance of retained
      earnings on the adoption date. As a result of the implementation of FIN 48,
      the
      Company recognized a change in the liability for unrecognized tax benefits
      related to tax positions taken in prior periods in the amount of approximately
      $133,000, and thus did record a change in its opening retained earnings.
      Additionally, FIN 48 specifies that tax positions for which the timing of
      ultimate resolution is uncertain should be recognized as long-term
      liabilities.




Upon
      adoption of FIN 48, the Company’s policy to include interest and penalties
      related to unrecognized tax benefits within the Company’s provision for income
      taxes did not change. The Company has accrued $54,000 for payment of interest
      and penalties related to unrecognized tax benefits as of the adoption date
      of
      FIN 48, and thus did record a change in its opening retained earnings. The
      Company recorded in operating expenses approximately $5,500 of additional
      interest and penalties expense during the period ended July 31, 2008.





The
      Company does not expect any material changes to the estimated amount of the
      liability associated with its uncertain tax positions within the next 12 months.
      The entire accrual including interest and penalties has been recorded as other
      long-term liabilities.





The
      Company’s major tax jurisdictions are the United States and California. The tax
      years 2003 through 2006 remain open and subject to examination by the
      appropriate governmental agencies in the United States. The tax years 2002
      through 2006 remain open and subject to examination by the appropriate state
      agencies.





11




**Note
      9 -**  **Amortizable
      Intangible assets:**





Amortizable
      intangible assets are comprised of the following:




July
                31, 2008
            
            October
                31, 2007Intangible
                AssetsNon-Compete
            
            $
            120,000
            
            $
            120,000Software
            
            
            47,522
            
            
            47,522Customer
                List
            
            
            33,945
            
            
            33,945Accumulated
                Amortization
            
            
            (137,033
            )
            
            (86,667
            )Totals
            
            $
            64,434
            
            $
            114,800




**Note
      10 -** **Dividend
      Declaration**




On
      June
      6, 2008, the Board of Directors of the Company declared a quarterly cash
      dividend of $0.03 per share. A dividend payment of $98,723 was made on July
      15,
      2008 to stockholders of record on June 30, 2008.




**Note
      11 - Subsequent Event**




On
      September 5, 2008, the Board of Directors of the Company declared a quarterly
      cash dividend of $0.03 per share. The dividend date of record is September
      30,
      2008 and the payment date to stockholders will be October 15, 2008. Based on
      the
      Company’s current financial condition and its current operations, the foregoing
      dividend payment is not expected to have a material impact on the Company’s
      liquidity or capital resources.




**Item
      2:**  **Management’s
      Discussion and Analysis or Plan of Operation**




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 and Plan of Operation,” 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, 2007
      and other reports and filings made with the Securities and Exchange
      Commission.




**Critical
      Accounting Policies**




The
      financial statements of the Company are prepared in conformity with accounting
      principles generally accepted in the United States of America (“GAAP”). The
      preparation of these financial statements requires the Company’s 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’s
      significant accounting policies are summarized in Note 1 to the financial
      statements contained in its Annual Report on Form 10-KSB filed for the fiscal
      year ended October 31, 2007.




12




**Executive
      Overview**




The
      Company markets connectors and cables to numerous industries for use in
      thousands of products, primarily for the wireless marketplace. In addition,
      to a
      lesser extent, the Company also markets wireless products that incorporate
      connectors and cables. Since sales of RF connectors and cable assemblies
      represented 91% and 88% of the Company’s net sales during the three-month and
      nine-month period ended July 31, 2008, the Company’s results of operations and
      liquidity are principally dependent upon the results of its RF connector and
      cable operations.




**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 belief that its
      existing assets and the cash expected to be generated from operations will
      be
      sufficient during the current fiscal year is based on the
      following:




§
            As
                of July 31, 2008, the amount of cash and cash equivalents was equal
                to
                $1,822,127 in aggregate and the Company had $6,424,714 of investments
                in
                available-for-sale securities.




§
            As
                of July 31, 2008, the Company had $15,576,215 of working
                capital.




§
            As
                of July 31, 2008, the Company had no outstanding indebtedness (other
                than
                accounts payable, accrued expenses and other long-term
                liabilities).




The
      Company may need material additional capital equipment in the next twelve
      months. In the past, the Company has financed some of its equipment and
      furnishings 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.




The
      Company recognized net income of $1,113,705 for the nine months ended July
      31,
      2008. The Company realized cash flows of $724,602 provided by operating
      activities, $2,122,163 used in investing activities and $180,878 used in
      financing activities for the nine months ended July 31, 2008. The Company’s cash
      and cash equivalents balance decreased by $1,578,439 during the nine month
      period ended July 31, 2008.




Trade
      accounts receivable (net of allowances for doubtful accounts) at July 31, 2008
      increased approximately 5%, or by $107,971 to $2,008,000 compared to the October
      31, 2007 balance of $1,900,029. The increase in accounts receivable is due
      to
      the increase in net sales for the nine months ended July 31, 2008 compared
      with
      the same period in the prior year.




Inventories
      at July 31, 2008 increased 23%, or $1,134,924 to $6,090,226 compared to
      $4,955,302 on October 31, 2007. The Company has been increasing its
      inventory purchases during the last fiscal quarter in response to the increase
      in sales.




Accounts
      payable at July 31, 2008 increased $50,234 to $255,370 from $205,136 on October
      31, 2007. The change in accounts payable is the result of the timing of invoices
      received and payments made and the increase in inventory levels.




13




Net
      cash
      used in investing activities was $2,122,163 for the nine months ended July
      31,
      2008 and was attributed to purchases of $8,691,635 of available-for-sale
      securities, sales of $6,821,000 of available-for-sale securities, and $251,528
      of capital expenditures.




Net
      cash
      used in financing activities was $180,878 for the nine months ended July 31,
      2008, and was attributable to the receipt of $114,305 from the exercise of
      stock
      options and the use of $295,183 to pay cash dividends.




As
      of
      July 31, 2008, the Company had a total of $1,822,127 of cash and cash
      equivalents compared to a total of $3,400,566 of cash and cash equivalents
      on
      October 31, 2007. In addition, the Company had $6,424,714 of investments in
      available-for-sale securities. The amount of investments in available-for-sale
      securities increased by $1,893,034 to $6,424,714 compared to $4,531,680 held
      at
      October 31, 2007. Collectively, the amount of cash and available-for-sale
      securities, that the Company held on July 31, 2008, increased by $314,595 from
      the amount held on October 31, 2007. The Company had working capital of
      $15,576,215 and a current ratio of approximately 12:1.




**Results
      Of Operations**




**Three
      Months Ended July 31, 2008 vs. Three Months Ended July 31,
      2007**




Net
      sales
      in the current fiscal quarter ended July 31, 2008, increased 8%, or $354,292
      to
      $4,667,638 from $4,313,346 in the comparable fiscal quarter in the prior year,
      due to increased sales of the Company’s connectors, medical cable assemblies and
      mobile radios. The increase in the sales was due to a continuing increase in
      the
      market demand for wireless connectors, an increase in the Bioconnect cable
      assemblies primarily due to increased orders from one customer, and the
      additional sales generated from RadioMobile. The foregoing increases were offset
      by a decline in sales by the RF Neulink following the fulfillment in the prior
      quarter of an order by the U.S. military for the RF Neulink radio modem.




Foreign
      sales for the fiscal quarter ended July 31, 2008 increased by $282,207 to
      $771,960 compared to foreign sales of $489,753 during the fiscal quarter ended
      July 31, 2007. Foreign sales represented approximately 16% of the Company’s net
      sales during for the fiscal quarter ended July 31, 2008 and 11% for the fiscal
      quarter ended 2007, respectively. The increase in foreign sales is primarily
      due
      to cable assembly sales to one major international customer.




The
      Company’s gross profit as a percentage of sales increased from 48% to 50% during
      the current fiscal quarter compared to the same fiscal quarter last year. The
      Company operates in two segments. The RF Connector and Cable Assembly increased
      its gross margins during the current quarter because of increased sales of
      connector products (that have higher gross margins) compared to sales of the
      lower margin cable assemblies. The benefits from the improved mix of products
      sold and from production efficiencies were partly offset by increases in the
      Company’s labor costs during the 2008 fiscal quarter compared to the same
      quarter last year. Labor costs increased during the fiscal quarter primarily
      due
      to an increase in overtime in the quarter that was needed to fulfill customers
      back orders. Overall, the Company’s gross margins of the RF Connector and Cable
      Assembly are slightly lower than the RF Wireless segment. The RF Connector
      and
      Cable Assembly products accounted for approximately 91% of the Company’s total
      sales and 89% of the cost of goods sold in the current three-month period,
      compared with 88% of total sales and cost of goods sold in the comparable period
      of the prior year.





Engineering
      expenses increased 138%, or $161,429, to $278,600 from $117,171 in the
      comparable quarter of the prior year. The increase is primarily due to increased
      software development costs associated with the Company’s RF Wireless segment
      product enhancements. Engineering expenses fluctuate based on design engineering
      expenses incurred by the Company at the request of its customers.




Selling
      and general expenses increased 23% or $255,575 to $1,381,549 from $1,125,974
      in
      the comparable quarter of the prior year. The increase in selling and general
      expenses during the 2008 three-month period compared to the same period in
      2007
      was due to (i) increases in salaries and related expenses of $173,000, (ii)
      an
      approximately $79,000 increase in accounting fees and Sarbanes Oxley related
      expenses, and (iii) additional professional, travel and other expenses incurred
      in connection with the evaluation of the possible acquisition of other smaller
      companies or operations. As a result, the selling and general expenses for
      the
      current period as a percentage of sales increased to 30% compared with 26%
      in
      the prior year.




14




Other
      income for the third quarter of 2008 decreased by $48,840 over the same period
      in the prior year due to lower investment interest income reflecting decreasing
      interest rates.




Despite
      the increase in revenues, the increase in gross profit as a percentage of sales,
      and the increase in gross profits, operating income for the quarter ended July
      31, 2008 decreased from the comparable quarter in the prior year due to a
      $417,005 increase in engineering expenses and selling and general expenses.
      As a
      result, income before provision for income taxes during the fiscal quarter
      ended
      July 31, 2008 decreased by $198,990 to $696,536.




The
      provision for income taxes during the fiscal quarter ended July 31, 2008 was
      $296,824 (or a combined estimated Federal and state income tax rate of
      approximately 41.6%), compared to $461,457 in the fiscal quarter ended July
      31,
      2007 (or a combined estimated Federal and state income tax rate of approximately
      51.5%). The significant decrease in the combined statutory Federal and state
      tax
      rate in the 2008 fiscal quarter is the result of the difference between income
      before taxes for financial reporting purposes and income for tax reporting
      purposes. Compensation expense attributed to the noncash charges recorded under
      SFAS 123R for the fair value of qualified incentive stock options granted to
      employees are generally not deductible for tax reporting purposes.




The
      combination of an overall increase in sales along with increased expenses
      related to engineering and selling and general administrative expenses caused
      the Company’s operating income to decrease to $655,768 for the third fiscal
      quarter of 2008 from $805,918 in the prior year’s third fiscal quarter. The
      decrease in operating income was partially offset by lower income taxes.
      Accordingly, net income for the fiscal quarter ended July 31, 2008 was $399,712
      compared to $434,069 for the same period last year.




**Nine
      months Ended July 31, 2008 vs. Nine months Ended July 31,
      2007**




Net
      sales
      in the nine months ended July 31, 2008, increased approximately 20%, or
      $2,153,618 to $13,002,083 from $10,848,465 in the comparable period in the
      prior
      year, due primarily to increased sales in both segments of the Company’s
      operations.




Foreign
      sales for the nine months ended July 31, 2008 increased approximately 16% or
      $248,811 to $1,797,669 compared to foreign sales of $1,548,858 during the period
      ended July 31, 2007. Foreign sales represented approximately 14% of the
      Company’s net sales during the nine months ended July 31, 2008 and 2007,
      respectively. The increase in foreign sales is primarily due to cable assembly
      sales to one major international customer.




The
      Company’s gross profit as a percentage of sales increased to 50% during the nine
      month period ended July 31, 2008 compared to 45% in the same nine month period
      last year. The
      RF
      Connector and Cable Assembly segment increased its gross margins during the
      current quarter because of increased sales of connector products (that have
      higher gross margins) compared to sales of the lower margin cable assemblies.
      Increased sales of wireless radio modems by the Company’s RF Wireless segment
      drove down the cost as production efficiencies and volume purchase savings
      were
      achieved. The benefits from the improved mix of products sold and from
      production efficiencies were partly offset by increases in the Company’s labor
      costs during the nine month period ended July 31, 2008 as compared to the same
      nine month period last year. Labor costs included a $72,199 cost of sales
      expense related to employee stock options compared to $167,311 same nine months
      last year. Overall, the Company’s gross margins of the RF Connector and Cable
      Assembly are slightly lower than the RF Wireless segment. However, the RF
      Connector and Cable Assembly products account for approximately 88% of the
      Company’s total sales and cost of goods sold in the current nine-month period,
      compared with 92% of total sales and cost of goods sold in comparable period
      of
      the prior year.





Engineering
      expenses increased 121%, or $425,359, to $775,463 from $350,104 in the
      comparable nine-month period of the prior year. The increase is primarily due
      to
      increased software development costs associated with the Company’s RF Wireless
      segment product enhancements. Engineering expenses fluctuate based on design
      engineering expenses incurred by the Company at the request of its customers.




15




Selling
      and general expenses increased 19% or $635,726 to $4,043,177 from $3,407,451
      in
      the comparable quarter of the prior year. The increase in selling and general
      expenses from the comparable period in 2007 is due primarily to increases in
      salaries and stock-based compensation expense of $556,516. However, due to
      the
      increase in net sales and increased selling and general expenses, the selling
      and general expenses for the current period as a percentage of sales remained
      consistent at 31%.




Other
      income for nine months ended July 31, 2008 decreased by $108,467 over the same
      period in the prior year due to lower investment interest income reflecting
      decreasing interest rates.




As
      a
      result of the increase in revenues, the increase in gross profit as a percentage
      of sales, income before provision for income taxes during the nine months ended
      July 31, 2008 increased by $545,843 to $1,907,776 despite the increase in
      engineering and the increase in selling and general expenses.




The
      provision for income taxes during the nine months ended July 31, 2008 was $
      794,071 (or a combined estimated Federal and state income tax rate of
      approximately 41.6%), compared to $716,557 in the nine months ended July 31,
      2007 (or a combined estimated Federal and state income tax rate of approximately
      53%). The decrease in the combined statutory Federal and state tax rate in
      the
      nine-month period of fiscal 2008 is the result of the difference between income
      before taxes for financial reporting purposes and income for tax reporting
      purposes. Compensation expense attributed to the noncash, charges recorded
      under
      SFAS 123R for the fair value of qualified incentive stock options granted to
      employees are recognized for the financial reporting purposes but are generally
      not deductible for tax reporting purposes.




The
      combination of an overall increase in sales compared to last year, an increase
      in gross margins due to an increase in sales of higher gross margin products,
      caused the Company’s operating income to increase $654,310 to $1,728,965 for the
      nine months ended July 31, 2008 from $1,074,655 in the prior year’s comparable
      period despite an increase in labor costs and other selling and general
      expenses. The increase in operating income was partially offset by lower
      interest income and higher income taxes. Accordingly, net income for the nine
      months ended July 31, 2008 was $1,113,705 compared to $645,376 for the same
      period last year.




**Risk
      Factors**




Investors
      should carefully consider the risks described below and in the Company’s Annual
      Report on Form 10-KSB for the fiscal year ended October 31, 2007. 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 and Cable Assembly Products




Of
      the
      Company’s six operating divisions, four comprise the RF Connector and Cable
      Assembly segment and two comprise the RF Wireless segment. The RF Connector
      and
      Cable Assembly segment accounted for approximately 92% of the Company’s net
      sales for the fiscal year ended October 31, 2007 and approximately 88% of net
      sales during the nine month period ended July 31, 2008, respectively. The
      Company expects that sales of RF Connector and Cable Assembly 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
      and
      Cable Assembly segment could materially adversely affect the Company’s business,
      operating results and financial condition. Factors that could adversely affect
      the RF Connector and Cable Assembly segment are described below.




The
      Company Depends On Third-Party Contract Manufacturers For Substantially All
      Of
      Its Connector Manufacturing Needs.




Substantially
      all of the Company’s RF Connector and Cable Assembly products are manufactured
      by third-party contract manufacturers. The Company relies on them to procure
      components for RF Connector and Cable Assembly 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
      sales 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.




16




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 that develop,
      manufacture and assemble the Company’s products include:




§
            reduced
                control over delivery schedules and
                quality;




§
            risks
                of inadequate manufacturing yields and excessive
                costs;




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




§
            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, to a larger extent, still conducted through
      independent distributors. Sales through independent distributors accounted
      for
      approximately 77% of the net sales of the Company for the fiscal year ended
      October 31, 2007, and approximately 49% for the nine-month period ended July
      31,
      2008. 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 Customers




One
      major
      customer accounted for approximately 16% of net sales for the nine-month period
      ended July 31, 2008, and for approximately 18% of the net sales of the Company
      for the fiscal year ended October 31, 2007. Although this customer has been
      an
      on-going major customer of the Company during the past ten years, the written
      agreement with this customer does not have any minimum purchase obligations
      and
      the customer could stop buying the Company’s products at any time and for any
      reason.   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.




17




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:




§
            rapidly
                changing technologies;




§
            evolving
                and competing industry standards;




§
            short
                product life cycles;




§
            changing
                customer needs;




§
            emerging
                competition;




§
            frequent
                new product introductions and enhancements;
                and




§
            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 relationships 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:




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




§
            product
                quality;




§
            reliability;




§
            customer
                support;




§
            time-to-market;




§
            price;




§
            market
                acceptance of competitors’ products; and




§
            general
                economic conditions.




18




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 that 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 That Will Involve Numerous
      Risks.




Since
      August 2004, the Company has purchased the operations of three smaller
      businesses (Aviel Electronics in Las Vegas, Nevada, in August 2004, Worswick
      Industries Inc. in San Diego, California, in September 2005, and RadioMobile,
      Inc. in San Diego, California, in September 2007). The Company periodically
      considers potential acquisitions of other companies that could expand the
      Company’s product line or customer base and may in the future make additional
      acquisitions. Accordingly, the Company may in the future acquire one or more
      additional companies. The risks involved with such future acquisitions
      include:




§
            diversion
                of management’s attention;




§
            the
                affect on the Company’s financial statements of the amortization of
                acquired intangible assets;




§
            the
                cost associated with acquisitions and the integration of acquired
                operations; and




§
            the
                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.




International
      Sales And Operations




Sales
      to
      customers located outside the United States, either directly or through U.S.
      and
      foreign distributors, accounted for approximately 14% of net sales during the
      nine month periods ended July 31, 2008 and 2007. International revenues are
      subject to a number of risks, including:




§
            longer
                accounts receivable payment cycles;




§
            difficulty
                in enforcing agreements and in collecting accounts receivable;




§
            tariffs
                and other restrictions on foreign trade;




19




§
            economic
                and political instability; 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 may also be exposed to currency fluctuation risks.




The
      Company Has No Exclusive Intellectual Property Rights In The Technology Employed
      In Its Products, Which May Limit the Company’s Ability To
      Compete.




The
      Company does not hold any United States or foreign patents and does not have
      any
      patents pending. In addition, the Company does not have any other exclusive
      intellectual property rights in the technology employed in its products. The
      Company does not actively seek to protect its rights in the technology that
      it
      develops or that the Company’s third-party contract manufacturers develop. In
      addition, these parties share the technologies with other parties, including
      some of the Company’s competitors. Accordingly, competitors can and do sell the
      same products as the Company, and the Company cannot prevent or restrict such
      competition.




Volatility
      of Stock Trading Prices




In
      the
      past several years the market price of the Company’s common stock has fluctuated
      greatly, and the volume of the Company’s common stock traded has fluctuated
      greatly as well. These fluctuations often occur independently of the Company’s
      performance or any announcements by the Company. Factors that may result in
      such
      fluctuations include:




§
            any
                shortfall in revenues or net income from revenues or net income expected
                by securities analysts




§
            fluctuations
                in the Company’s financial results or the results of other connector and
                communications-related companies, including those of the Company’s direct
                competitors




§
            changes
                in analysts’ estimates of the Company’s financial performance, the
                financial performance of the Company’s competitors, or the financial
                performance of connector and communications-related public companies
                in
                general




§
            general
                conditions in the connector and communications
                industries




§
            changes
                in the Company’s revenue growth rates or the growth rates of the Company’s
                competitors




§
            sales
                of large blocks of the Company’s common
                stock




§
            conditions
                in the financial markets in general




In
      addition, the stock market may from time to time experience extreme price and
      volume fluctuations, which may be unrelated to the operating performance of
      any
      specific company. Accordingly, the market prices of the Company’s common stock
      may be expected to experience significant fluctuations in the future.




20




**Item
      3a(T).**  **Controls
      and Procedures**




The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the Company’s Exchange Act reports
      is recorded, processed, summarized and reported within the time periods
      specified in the Securities and Exchange Commission’s rules and forms and that
      such information is accumulated and communicated to this Company’s management,
      including the Company’s Chief Executive Officer and Chief Financial Officer, as
      appropriate, to allow for timely decisions regarding required disclosure. In
      designing and evaluating the disclosure controls and procedures, management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and management is required to apply its judgment in evaluating
      the
      cost-benefit relationship of possible controls and procedures.




As
      required by Securities and Exchange Commission Rule 13a-15(b), the Company
      carried out an evaluation, under the supervision and with the participation
      of
      the Company’s management, including the Company’s Chief Executive Officer and
      the Company’s Chief Financial Officer, of the effectiveness of the design and
      operation of the Company’s disclosure controls and procedures as of the end of
      the fiscal quarter covered by this report. Based on the foregoing, for the
      reasons set forth below, the Company’s Chief Executive Officer and Chief
      Financial Officer concluded that the Company’s disclosure controls and
      procedures were not effective as of July 31, 2008. A material weakness existed
      relating to a lack of financial accounting expertise necessary to properly
      account for certain complex or non-routine transactions. Notwithstanding the
      existence of this material weakness, we believe that the consolidated financial
      statements included in this report fairly present in all material respects
      our
      financial condition, results of operations and cash flows for the periods
      presented. This material weakness was identified in the Company’s previous Form
      10-KSB filing. However, until this material weakness is remediated, management
      has concluded that there is a reasonable possibility that a material
      misstatement to the interim consolidated financial statements could occur and
      not be prevented or detected by the Company’s controls in a timely manner.
      Accordingly, management has determined that this control deficiency constitutes
      a material weakness.




In
      order
      to remedy this material weakness identified, we have recently undertaken actions
      to implement proper controls and procedures, and other remedial actions which
      are in the process of being implemented. The Company has hired additional
      outside consultants to help with non-recurring complex accounting transactions
      and implemented an accounting software program related to stock options. Changes
      that have been implemented have not been in operation for a sufficient period
      of
      time in order for the Company to determine that the material weakness has been
      remediated. Management believes it has taken steps to remediate the material
      weakness and will be testing this assertion in the fourth quarter and as part
      of
      the year end audit.




The
      Audit
      Committee will continue to monitor and evaluate the effectiveness of these
      remedial actions and make further changes as deemed appropriate.




There
      has
      been no change in the Company’s internal control over financial reporting during
      the quarter ended July 31, 2008 that has materially affected, or is reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.




21




**Part
      II. OTHER INFORMATION**





**Item
      4. Submission of Matters to a Vote of Security Holders**




On
      June
      6, 2008, the Company held the annual meeting of its shareholders. At the
      meeting, the holders of the Company’s outstanding common stock acted on the
      following matters:




A.
              Total shares voted
            
            
            2,983,392





(1)
            The
                shareholders voted for six directors, each to serve for a term of
                one year
                and until his successor is elected. Each nominee received the following
                votes:




(1)Name
                of Nominee
            
            **Votes****For**
            
            **Votes****Withheld**John
                R. Ehret
            
            
            2,936,463
            
            
            46,929Marvin
                H. Fink
            
            
            2,939,403
            
            
            43,989Howard
                F. Hill
            
            
            2,647,017
            
            
            336,375Robert
                Jacobs
            
            
            2,688,324
            
            
            295,068Linde
                Kester
            
            
            2,936,963
            
            
            47,429William
                L. Reynolds
            
            
            2,935,603
            
            
            47,789




(2)  Amendment
      to increase the number of shares available for grant under the 2000 Stock Option
      Plan to 500,000 shares:




For
            
            Against
            
            Abstain643,798
            
            466,185
            
            6,288




(3)  To
      ratify
      the selection of J.H. Cohn LLP as the Company’s independent registered public
      accounting firm for the fiscal year ending October 31, 2008. Votes cast were
      as
      follows:


For
              
              Against
              
              Abstain2,950,353
              
              2,570
              
              30,469
  22
  **Item
        6. 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.




23




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the Registrant has duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.


RF
                INDUSTRIES, LTD.Dated:
                September 11, 2008
            By:
            /s/
              Howard F. HillHoward
              F. Hill, PresidentChief
              Executive Officer




Dated:
                September 11, 2008
            By:
            /s/James
              DossJames
              DossChief
              Financial Officer




24