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 JANUARY 31, 2005.

                         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 March 15, 2005, the registrant had 3,038,272 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

                                        January 31     October 31
                                          2005            2004
                                       -----------    -----------
  ASSETS                               (Unaudited)

Current Assets

Cash and cash equivalents ...........   $ 4,370,511   $ 4,497,322
Trade accounts receivable, net of
allowance for doubtful accounts of
$39,245 and $38,513 .................     1,529,136     1,516,035

Notes receivable ....................         5,900        12,000
Inventories .........................     4,278,952     3,789,958
Other current assets ................       461,680       303,138
Deferred tax assets .................       141,000       141,000
                                        -----------   -----------

     Total current assets ...........    10,787,179    10,259,453
                                        -----------   -----------

Equipment and Furnishings

Equipment and tooling ...............     1,489,297     1,489,297
Furnishings and office equipment ....       314,422       299,423
                                        -----------   -----------
                                          1,803,719     1,788,720
     Less accumulated depreciation ..     1,278,119     1,225,680
                                        -----------   -----------
     Totals .........................       525,600       563,040

Goodwill ............................       137,328       137,328
Notes receivable from related parties        26,730        26,730
Note receivable from stockholder ....        70,000        70,000
Other assets ........................        22,091        14,171
                                        -----------   -----------
     Total assets ...................   $11,568,928   $11,070,722
                                        ===========   ===========




<PAGE>



Item 1:  Financial Statements (continued)


                                              RF INDUSTRIES, LTD.
                                           CONDENSED BALANCE SHEETS

                                           January 31     October 31
                                             2005            2004
                                          -----------    -----------
                                          (Unaudited)
Liabilities and
Stockholders' Equity

Current liabilities

Accounts payable .......................   $   443,577   $   209,956
Accrued expenses .......................       287,767       353,100
                                           -----------   -----------
   Total current liabilities ...........       731,344       563,056
Deferred tax liabilities ...............        53,000        53,000
                                           -----------   -----------
   Total liabilities ...................       784,344       616,056
                                           -----------   -----------

Commitments and Contingencies

Stockholders' Equity

Common stock - authorized 10,000,000
    shares of $0.01 par value; 3,038,272
    and 2,996,937 shares issued ........        30,383        29,970
Additional paid-in capital .............     3,689,780     3,566,760
Retained earnings ......................     7,064,421     6,857,936
                                           -----------   -----------
     Total stockholders' equity ........    10,784,584    10,454,666
                                           -----------   -----------
     Total liabilities and stockholders'
     equity ............................   $11,568,928   $11,070,722
                                           ===========   ===========


See Notes to Condensed Unaudited Financial Statements




<PAGE>



Item 1: Financial Statements (continued)


                                                    RF INDUSTRIES, LTD.
                                              CONDENSED STATEMENTS OF INCOME
                                             --------------------------------
                                              Three Months Ended January 31
                                                      (Unaudited)
                                             --------------------------------
                                                   2005             2004
                                             ---------------    -------------

Net sales ....................................   $2,868,102      $2,449,359

Cost of sales ................................    1,401,590       1,204,475
                                                 ----------      ----------

     Gross profit ............................    1,466,512       1,244,884
                                                 ----------      ----------

Operating expenses:

     Engineering .............................      153,823         115,382

     Selling and general .....................      991,072         759,365
                                                 ----------      ----------

          Totals .............................    1,144,895         874,747
                                                 ----------      ----------

Operating income .............................      321,617         370,137

Other income .................................       16,468           5,733
                                                 ----------      ----------

Income before provision for income taxes .....      338,085         375,870

Provision for income taxes ...................      131,600         142,000
                                                 ----------      ----------

Net income ...................................   $  206,485      $  233,870
                                                 ==========      ==========

Basic earnings per share .....................   $      .07      $      .08
                                                 ==========      ==========

Diluted earnings per share ...................   $      .05      $      .07
                                                 ==========      ==========

Basic weighted average shares outstanding ....    3,008,765       2,757,542
                                                 ==========      ==========

Diluted weighted average shares outstanding ..    3,823,195       3,520,397
                                                 ==========      ==========



See Notes to Condensed Unaudited Financial Statements



<PAGE>



Item 1:  Financial Statements (continued)
<TABLE>
<CAPTION>
                                                                       RF INDUSTRIES, LTD.
                                                                CONDENSED STATEMENTS OF CASH FLOWS
                                                                  Three months ended January 31
                                                                           (Unaudited)

OPERATING ACTIVITIES:                                                  2005           2004
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Net income ......................................................  $   206,485    $   233,870
Adjustments to reconcile net income to net cash provided
  by (used in) operating activities:
    Provision for bad debts .....................................          732         18,000
     Depreciation and amortization ..............................       52,439         36,589
     Changes in operating assets and liabilities:
        Trade accounts receivable ...............................      (13,833)       569,610
        Notes receivable ........................................        6,100           --
        Inventories .............................................     (488,994)       (85,597)
        Other current assets ....................................     (158,542)        12,100
        Other assets ............................................       (7,920)          --
        Accounts payable ........................................      233,621         96,311
        Accrued expenses ........................................      (65,333)      (108,868)
                                                                   -----------    -----------
Net cash provided by (used in) operating activities .............     (235,245)       772,015


INVESTING ACTIVITIES - capital expenditures .....................      (14,999)       (18,626)

FINANCING ACTIVITIES - proceeds from exercise of stock
options .........................................................      123,433        687,283
                                                                   -----------    -----------

Net increase (decrease) in cash and cash equivalents ............     (126,811)     1,440,672

Cash and cash equivalents at the beginning of the period .......     4,497,322      2,683,896
                                                                   -----------    -----------
Cash and cash equivalents at the end of the period ..............  $ 4,370,511    $ 4,124,568
                                                                   ===========    ===========

</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 month period ended January 31, 2005 are not necessarily  indicative of
the results that may be expected for the full year ending  October 31, 2005. 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, 2004.

Note 2 - Components of inventories

                                             January 31        October 31
                                                2005              2004
                                             -----------       -----------
                                             (Unaudited)

     Raw materials and supplies                 $803,921        $777,765
     Finished goods                            3,583,747       3,120,909
     Less inventory reserve                    (108,716)       (108,716)
                                               ---------       ---------
          Totals                              $4,278,952       $3,789,958
                                              ==========       ==========


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, 2004,  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:

                                        -------------------------------------
                                           Three Months Ended January 31
                                        -------------------------------------
                                               2005                2004
                                        -----------------    ----------------

Weighted average shares outstanding
     for basic earnings per share           3,008,765            2,757,542

Add effects of potentially dilutive
     securities-assumed exercised
     of stock options                         814,430              762,855
                                        -----------------    ----------------

Weighted average shares for diluted
     earnings per share                     3,823,195            3,520,397
                                        =================    ================

Note 4 - Stock Option Plan

     A description of the Company's 2000 Stock Option Plan and other information
related to stock  options are  included  in Note 7 in its Annual  Report on Form
10-KSB for the year ended October 31, 2004.  During the three month period ended
January 31,  2005,  no stock  options were  granted,  and 41,335 with a weighted
average share price of $2.99 were exercised.

     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  condensed  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:

                                            Three Months Ended January 31
                                        -------------------------------------
                                                2005                2004
                                        -----------------    ----------------

Net income - as reported                     $206,485             $233,870

Deduct total stock-based employee
     compensation expense
     determined under fair
     value-based method for all
     awards                                    96,588               66,608
                                        -----------------    ----------------

Net income - pro forma                       $109,897             $167,262
                                        =================    ================

Basic earnings per share - as
     reported                                       $.07                $.08
                                                    ====                ====
Basic earnings per share - pro
     forma                                          $.04                $.06
                                                    ====                ====
Diluted earnings per share - as
     reported                                       $.05                $.07
                                                    ====                ====
Diluted earnings per share - pro
     forma                                          $.03                $.05
                                                    ====                ====


Note 5 - Concentration of Credit Risk

     One customer accounted for approximately 14% of the Company's net sales for
the three-month  period ended January 31, 2005.  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 6 - Geographical Information

     The Company  attributes  sales to geographic areas based on the location of
the  customers.  The  following  table  presents  the  sales of the  Company  by
geographic area for the three months ended January 31, 2005 and 2004:

                                              2005                 2004
                                          ------------        --------------
United States                              $2,532,925           $2,160,298

Foreign countries                             335,177              289,061
                                         -----------------    ----------------

                                           $2,868,102           $2,449,359
                                        =================    ================


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, 2004 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.  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, 2004. The following critical  accounting  policies
affect the more  significant  judgments and estimates used in the preparation of
the Company's 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 basis 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, the Company may be required to record additional reserves, which
may decrease  future  earnings.  Inventories as of January 31, 2005  represented
over 37% of  total  assets.  As a  result,  any  reduction  in the  value of our
inventories  would require the Company to take write-downs that would affect the
Company's financial position and results of operations to the extent of any such
write-downs.

     In  November  2004,  the FASB issued SFAS No.  151,  "Inventory  Costs,  an
amendment  of ARB No.  43,  Chapter 4" ("SFAS  151").  SFAS 151  clarifies  that
abnormal  inventory costs such as costs of idle  facilities,  excess freight and
handling costs, and wasted materials (spoilage) are required to be recognized as
current  period  charges.  The  provisions  of SFAS 151 are effective for fiscal
years beginning after June 15, 2005. The adoption of SFAS 151 is not expected to
have a  significant  impact on the  Company's  financial  position or results of
operations.

Stock-Based Compensation

     SFAS No. 123, "Accounting for Stock-Based Compensation," as in effect prior
to December  2004,  established  and  encouraged the use of the fair value based
method of  accounting  for  stock-based  compensation  arrangements  under which
compensation cost is determined using the fair value of stock-based compensation
determined as of the date of grant and is  recognized  over the periods in which
the related  services are rendered.  The statement also  permitted  companies to
elect to continue using the current  intrinsic value accounting method specified
in Accounting  Principles  Board ("APB")  Opinion No. 25,  "Accounting for Stock
Issued to Employees," to account for stock-based compensation.  The Company uses
the intrinsic value based method and has disclosed the pro forma effect of using
the fair value based  method to account for our  stock-based  compensation.  For
non-employee  stock based  compensation,  we recognized an expense in accordance
with SFAS No. 123 and value the equity securities based on the fair value of the
security on the date of grant.

     In December  2204,  the FASB issued SFAS No.  123R,  "Share-Based  Payment"
("SFAS  123R"),  a  revision  of  SFAS  No.  123,  "Accounting  for  Stock-Based
Compensation,"  requiring  that the  compensation  cost relating to  share-based
payment  transactions,  including grants of employee stock options,  be measured
and  recognized  in  the  financial  statements  using  the  fair  value  of the
compensation  awards.  The  provisions  of SFAS 123R are effective for the first
interim or annual  period that begins after  December 15, 2005;  therefore,  the
Company will adopt the new requirements no later than the beginning of its first
quarter of its fiscal 2006.  Adoption of the expensing  requirements will reduce
the Company's  reported  earnings.  Management is currently  evaluating  the two
methods of adoption  allowed by SFAS 123R; the  modified-prospective  transition
method  and the  modified-retrospective  transition  method.  The impact of such
adoption upon the Company's  financial  position or results of operations is not
presently known.

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
84 % 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 no longer
reports 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:

     As of January 31, 2005, the amount of cash and cash  equivalents  was equal
     to $4,370,511 in the aggregate.

     As of January 31, 2005, the Company had $10,787,179 in current assets,  and
     $731,344 in current liabilities.

     As of January 31, 2005, 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  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.

     As of January 31, 2005,  the Company had a total of  $4,370,511 of cash and
cash equivalents  compared to a total of $4,497,322 of cash and cash equivalents
on October 31,  2004.  The  decrease  of  $126,811 in cash and cash  equivalents
despite net income earned by the Company in the  three-month  period of $206,485
is  primarily  the result of an increase in  inventories  of $488,994 to support
increased  sales levels,  and an increase in prepaid  expenses and other current
assets totaling $158,542.

     Trade accounts  receivable at January 31, 2005 increased  approximately 1%,
or by $13,101,  to  $1,529,136  compared  to the  October  31,  2004  balance of
$1,516,035.  The minor increase in accounts  receivable in relation to the 17.1%
increase  in net  sales  is due  primarily  to  timing  of  collections  and the
Company's increased efforts to reduce its outstanding accounts receivable.

     Inventories at January 31, 2005 increased 12.9%, or $488,994, to $4,278,952
compared to $3,789,958 on October 31, 2004. 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.

     The Company's cash position was also  negatively  affected as other current
assets, including prepaid expenses and deposits, increased $158,542 to $461,680,
from  $303,138 on October 31, 2004.  This increase is primarily due to increased
prepaid insurance costs.

     Accounts  payable at January 31, 2005  increased  $233,621 to $443,577 from
$209,956 on October 31, 2004  primarily  due to the  aforementioned  increase in
inventory levels.

     Net cash used in  investing  activities  was $14,999  for the three  months
ended January 31, 2005 as a result of capital expenditures made by the Company.

     Net cash provided by financing activities was $123,433 for the three months
ended  January 31, 2005,  and was  attributable  to proceeds  received  from the
exercise of stock options.

     As a result of the $235,245 net decrease in cash from operating activities,
which was not offset by increases  in cash from its  financing  activities,  the
Company's overall cash and cash equivalent position decreased by $126,811 during
the past three months.



Results of Operations

Three Months 2005 vs. Three Months 2004

     Net sales in the current fiscal  quarter ended January 31, 2005,  increased
17.1%,  or $418,743,  to $2,868,102  from $2,449,359 in the first 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.  The Company  believes this
increase is due, in part, to a revival in some sectors of the  telecommunication
industries and the continuing overall market increase in the demand for wireless
products.

     The  Company's  gross  margins and gross  profits as a percentage  of sales
remained  substantially  unchanged during the current fiscal quarter compared to
the same fiscal quarter last year.  Cost of sales increased 16.4% or $197,115 to
$1,401,590  from  $1,204,475  in the same quarter  last year,  but less than the
17.1% increase in sales.  Consequently,  gross profit, as a percentage of sales,
increased  to 51.1% from  50.8% of sales in the same  quarter  last  year.  This
improvement in gross profit, as a percent of sales, reflects normal fluctuations
of costs based on the product mix during the quarter.

     Engineering expenses increased 33.3%, or $38,441, to $153,823 from $115,382
in the first fiscal quarter last year due to  development  costs for new product
enhancements.

     Selling and general  expenses  increased  30.5% or $231,707 to $991,072 for
the three-month  period ended January 31, 2005 from $759,365 in the same quarter
of the prior fiscal year.  Selling and general expenses were higher in the first
quarter of the  current  fiscal year due  primarily  to  increased  compensation
expenses,  increased selling expenses and increased  insurance costs compared to
the prior fiscal year, and the cost of compliance with the provisions of Section
404 of the Sarbanes-Oxley Act of 2002 in the first quarter of the current fiscal
year.  First  quarter  general  and  administrative  expenses  also  reflect the
acquisition of Aviel Electronics in August, 2004.

     Other income for the first quarter of 2005  increased  over the same period
in the prior year due to the receipt of minor insurance proceeds.

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 five operating divisions, the RF Connector division is the
largest,  accounting  for  approximately  88% of the Company's net sales for the
fiscal  year  ended  October  31,  2004,  and over 84% of net sales  during  the
three-month  period ended January 31, 2005. 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.

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

     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:

     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 primarily  conducted  through  independent
distributors. Sales through independent distributors accounted for approximately
75% of the net sales of the Company  for both the fiscal year ended  October 31,
2004, and the  three-month  period ended January 31, 2005.  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, 2004 and
14% of net sales for the  three-month  period ended  January 31, 2005.  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:

      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  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:

     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.

     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.

     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 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 11.7% of net
sales during the  three-month  period ended  January 31, 2005 and  approximately
11.8% for the  comparable  period  in 2004.  The  increase  in sales in the 2005
period were due to increased cooperative advertising, primarily in Mexico.

     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;

     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 also be exposed to currency  fluctuation
risks.

Changes in stock  option  accounting  rules may  adversely  affect our  reported
operating  results,  our stock  price,  and our  ability to  attract  and retain
employees.

     In December 2004, the Financial  Accounting  Standards  Board published new
rules that will  require  companies in 2005 to record all  stock-based  employee
compensation as an expense. The new rules apply to stock options grants, as well
as a wide range of other share-based compensation  arrangements.  Small business
issuers  such as the  Company  will have to apply  the new rules in their  first
reporting  period  beginning  after  December 15, 2005.  As a small company with
limited  financial  resources,  we have depended upon compensating our officers,
directors,  employees and consultants with such stock based compensation  awards
in the past in order to limit our cash  expenditures  and to attract  and retain
officers, directors,  employees and consultants.  Accordingly, if we continue to
grant stock  options or other stock based  compensation  awards to our officers,
directors,  employees,  and  consultants  after the new rules  apply to us,  our
future  earnings,  if  any,  will  be  reduced  (or our  future  losses  will be
increased)  by the  expenses  recorded  for those  grants.  Since we are a small
company, the expenses we may have to record as a result of future options grants
may be significant and may materially  negatively affect our reported  financial
results.  The  adverse  effects  that the new  accounting  rules may have on our
future financial  statements,  should we continue to rely heavily on stock-based
compensation,  may reduce our stock price and make it more  difficult  for us to
attract new investors.



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.

     Since the end of the Company's fiscal year on October 31, 2004, the Company
has undertaken a number of remediation actions to improve the Company's internal
controls over financial reporting, including the following:

o    Upgrading  its legacy  computer  accounting  system  with  significant  new
     enhancements.

o    Hiring an acting,  part-time Chief Financial  Officer who is experienced in
     SEC reporting.

o    Replacing  the  Company's  prior  stock  option  record  system  with a new
     software system.

o    Replacing certain of its accounting department personnel.

o    Implementing  extensive new procedures to bring the Company's  controls and
     procedures into compliance  with Section 404 of the  Sarbanes-Oxley  Act of
     2002 within the time frame required under the Act.

     The hiring of an acting,  part-time  Chief  Financial  Officer has recently
been accomplished. The other remediation actions described above are in process,
and are in varying stages of completion.



                           PART II. OTHER INFORMATION

Item 5.  Other Information.

     On  February  24,  2005,  the Company  engaged  the  services of William T.
Gochnauer as its part-time,  interim, acting Chief Financial Officer, subject to
his  appointment  as such by the  Audit  Committee  of the  Company's  Board  of
Directors. On March 16, 2005 the Audit Committee appointed Mr. Gochnauer to that
post.  Mr.  Gochnauer  has agreed to provide  his  services  to the Company on a
part-time,  interim basis as needed by the Company until the Company engages Mr.
Gochnauer or some other person as the permanent  Chief  Financial  Officer.  Mr.
Gochnauer's  employment with the Company may be terminated at any time by either
Mr. Gochnauer or by the Company.

     From September  2000 until October 2003, Mr.  Gochnauer was the Senior Vice
President,  Treasurer and Chief  Financial  Officer of Western Water Company,  a
public water development  company.  Prior to joining Western Water Company,  Mr.
Gochnauer was a Vice  President for  Corporate  Development  for a subsidiary of
Century  Business   Services,   Inc.,  a  public  financial   services  company.
Previously,  he also  served as Chief  Financial  Officer of the Devon  Group of
Companies,  a real  estate  development  company.  He has held  Chief  Financial
Officer or  Corporate  Controllership  positions  at several  public and private
companies.  Mr. Gochnauer began his career at the international  accounting firm
now known as KPMG LLP. Mr. Gochnauer is a graduate of Armstrong College,  and is
a California Certified Public Accountant.

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 Acting  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 Acting 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

                  - On January 4, 2005 the registrant filed a Current Report on
Form 8-K attaching a press release announcing the appointment of George R. Marks
as President and General Manager of the Company's Bioconnect Division

                  - On January 7, 2005 the registrant filed a Current Report on
Form 8-K announcing its fourth quarter financial results.



<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:   March 16, 2005                    By:/s/ Howard F. Hill
                                              ------------------
                                               Howard F. Hill, President
                                               Chief Executive Officer


Dated:   March 16, 2005                    By:/s/ William T. Gochnauer
                                              ------------------------
                                               William T. Gochnauer
                                               Acting Chief Financial Officer