SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FOR 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                         for Quarter ended July 31, 1998
                         Commission File Number 0-13301

                               RF INDUSTRIES, LTD.

             (Exact name of registrant as specified in its charter)

                                Nevada 88-0168936

          (State of Incorporation) (I.R.S. Employer Identification No.)

        7610 Miramar Road., Bldg. 6000, San Diego, California 92126-4202

               (Address of principal executive offices) (Zip Code)

                        (619) 549-6340 FAX (619) 549-6345

              (Registrant's telephone number, including area code)
        Securities registered pursuant to Section 12(b) of the Act: None.


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days

                                    Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock at the latest practicable date.

As of July 31, 1998, the registrant had 3,078,598  shares of Common Stock,  $.01
par value, issued and outstanding.





                                        1

<PAGE>



Part I.   FINANCIAL INFORMATION


Item 1:    Financial Statements  
                                                             BALANCE SHEET


                                                         July 31      October 31
                                                           1998          1997
                                                        ----------    ----------
                                                       (Unaudited)    (Audited)
      ASSETS 
------------------     
CURRENT ASSETS

Cash ...............................................    $1,197,509    $  877,587

Investments in available-for-sale securities .......     1,111,221       642,799

Trade accounts receivable less allowance
for doubtful accounts of $22,227 ...................       752,961       765,433

Inventories - Note 3 ...............................     2,409,689     2,251,582

Prepaid expenses and deposits ......................       235,595       293,218

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

Note receivable from stockholder ...................        70,000        70,000
                                                        ----------    ----------
     TOTAL CURRENT ASSETS ..........................     5,818,975     4,942,619

FIXED ASSETS

Furniture and office equipment .....................       139,657       108,206

Equipment and tooling ..............................       489,922       436,361

                                                        ----------    ----------
     Fixed assets, at cost .........................       629,579       544,567

Less accumulated depreciation and amortization .....       457,993       425,427
                                                        ----------    ----------

     NET FIXED ASSETS ..............................       171,586       119,140

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

Other assets .......................................         4,900         4,900
                                                        ----------    ----------
     TOTAL ASSETS ..................................    $6,084,461    $5,155,659
                                                        ==========    ==========


                        See Notes to Financial Statements


                                        2

<PAGE>



                                                            BALANCE SHEET


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

CURRENT LIABILITIES

Accounts payable .............................     $   234,570      $   154,256

Accrued expenses .............................         371,946          295,387
                                                   -----------      -----------
     TOTAL CURRENT LIABILITIES ...............         606,516          449,643


STOCKHOLDERS' EQUITY

Common Stock - $.01 par value
  Authorized - 10,000,000 shares
  Issued & outstanding 3,078,598 shares ......          30,786           30,646

Capital paid in excess of par value ..........       4,373,868        4,803,366

Retained earnings ............................       1,438,311          767,451

Unearned compensation ........................        (365,020)        (895,447)
                                                   -----------      -----------

     TOTAL STOCKHOLDERS' EQUITY ..............       5,477,945        4,706,016
                                                   -----------      -----------

      TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY .................     $ 6,084,461      $ 5,155,659
                                                   ===========      ===========




                        See Notes to Financial Statements


                                       3


                       

<PAGE>


<TABLE>
<CAPTION>



                                                 STATEMENTS OF OPERATIONS

                                            (Unaudited)              (Unaudited)
                                        Three Months Ended         Nine Months Ended
                                             July 31                    July 31
                                      ---------------------      ---------------------
                                        1998         1997          1998         1997
                                               

<S>                                  <C>          <C>          <C>          <C>
       
Net Sales .......................... $1,585,907   $1,523,442   $4,901,897   $5,202,370

Cost of Sales ......................    783,650      796,540    2,404,007    2,917,852
                                     ----------   ----------   ----------   ----------
     Gross Profit ..................    802,257      726,902    2,497,890    2,284,518
                                     ----------   ----------   ----------   ----------

Operating expenses:

     Engineering ...................    110,356      106,280      355,982      327,875

     Selling and general ...........    381,486      360,419    1,102,912    1,155,500
                                     ----------   ----------   ----------   ----------
       Total .......................    491,842      466,699    1,458,894    1,483,375
                                     ----------   ----------   ----------   ----------
     Operating income ..............    310,415      260,203    1,038,996      801,143

Interest income ....................     34,502       17,834       81,864       48,534
                                     ----------   ----------   ----------   ----------
Income before provision
for income tax .....................    344,917      278,037    1,120,860      849,677
Provision for state & federal
income tax .........................    138,000      112,000      450,000      340,000
                                     ----------   ----------   ----------   ----------
     Net income .................... $  206,917   $  166,037   $  670,860   $  509,677
                                     ==========   ==========   ==========   ==========
Per share data:

     Net income .................... $     0.06   $     0.05   $     0.20   $     0.16
                                     ==========   ==========   ==========   ==========
Weighted average common
and common equivalent shares
outstanding ........................  3,414,859    3,315,157    3,405,355    3,153,946
                                     ==========   ==========   ==========   ==========
</TABLE>


                        See Notes to Financial Statements


                                       4


<PAGE>

<TABLE>
<CAPTION>

                                                             STATEMENTS OF CASH FLOWS


                                                                    (Unaudited)
                                                                Nine Months Ended
                                                                       July 31
                                                             -------------------------
                                                                1998           1997
                                                             ----------     ----------


OPERATING ACTIVITIES 
  
<S>                                                        <C>            <C> 
       
Net income .............................................   $   670,860    $   509,677

Adjustments to reconcile net income
to net cash provided by operations

     Depreciation and amortization .....................        32,566         31,234
     Amortization of unearned compensation .............        99,669        461,660
     Change in assets - (incr) decr:

          Accounts receivable - trade ..................        12,472        (84,190)
          Inventories ..................................      (158,107)      (341,226)
          Other assets .................................        57,623       (194,609)
     Change in liabilities - incr (decr):
          Accounts payable .............................        80,314        112,143
          Accrued expenses .............................        76,559        (21,813)
                                                           -----------    -----------
          Net cash provided by
             operating activities ......................       871,956        472,876
                                                           -----------    -----------
INVESTING ACTIVITIES
         Purchase of available-for-sale securities .....      (468,422)       (28,662)
         Capital expenditures ..........................       (85,012)       (51,298)
                                                           -----------    -----------

  Net cash used in investing activities ................      (553,434)       (79,960)
                                                           -----------    -----------

FINANCING ACTIVITIES
          Proceeds from exercise of common stock options         1,400          1,584
                                                           -----------    -----------
          Net cash provided by financing activities ....         1,400          1,584
                                                           -----------    -----------
     Net  increase in cash
        and cash equivalents ...........................       319,922        394,500
     Cash and cash equivalents at the
        beginning of the period ........................       877,587        403,547
                                                           -----------    -----------
 
     Cash and cash equivalents at the end of period ....   $ 1,197,509    $   798,047
                                                           ===========    ===========

</TABLE>


                        See Notes to Financial Statements



                                        5

<PAGE>



NOTES TO FINANCIAL STATEMENTS


Note 1 - Management's opinion

         In the opinion of management,  the  accompanying  financial  statements
         contain all adjustments  necessary to present the financial position of
         RF  Industries,  Ltd. as of July 31, 1998 and the results of operations
         for the three  month and nine month  periods  ended  July 31,  1998 and
         1997.

Note 2 - Interim reporting

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

Note 3 - Components of Inventory


                                                        July 31, 1998
                                                    ---------------------
                                                         (Unaudited)

                      Raw material and supplies.......... $ 294,588

                      Finished goods .................... 2,115,101
                                                         ----------
                      TOTAL ............................ $2,409,689





                                        6

<PAGE>



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


Three Months 1998 vs. Three Months 1997


Sales  increased  4.1%, or $62,465,  to $1,585,907  from $1,523,442 in the third
quarter of fiscal 1998.  Sales at RF  Connector  increased  10.1% to  $1,391,239
compared to $1,262,756 for the same quarter last year. The increase in Connector
sales was due to an  improved  product  mix and cable  product  sales.  Sales at
Neulink  decreased  25.3% to $194,668  compared to $260,686  last year,  as this
division  experienced  delays in  receipt  of orders  from a number of its major
customers.

Cost of sales  decreased  1.6%,  or $12,890,  to $783,650 from $796,540 and as a
percentage of sales  declined to 49.4% of sales from 52.2% last year. The higher
margin on sales is attributable to an improved product mix during the quarter.

Engineering  expenses  increased 3.8%, or $4,076, to $110,356 from $106,280 last
year and remained at 6.9% of sales for both quarters.

Selling and general  expenses  increased  5.8%,  or  $21,067,  to $381,486  from
$360,419 last year, and increased, as a percent of sales, to 24% from 23.6% last
year.  Selling and general expenses were higher due to greater customer support,
training, increased trade shows and new hires.

Interest income  increased  $16,668 to $34,502 from $17,834 last year due to the
company's  higher  average cash balances and an increase in the rate of interest
received.


Nine Months 1998 vs. Nine Months 1997


Net  sales  decreased  5.7%, or $300,473,  to $4,901,897  from $5,202,370 in the
first  nine  months  of fiscal  1998.  RF  Connectors  sales  increased  4.7% to
$3,961,022  from $3,782,070 in the same period last year.  Connectors'  sales in
the first nine months of fiscal 1998 increased due to the  introduction of cable
assembly products and an improved product mix. Neulink sales were $940,874, down
33.7%  from the same  period  last  year,  due to delays in  orders  from  major
customers.


Cost of sales decreased  17.6%,  or $513,845, to $2,404,007 from $2,917,852 last
year and as a  percentage  of sales  decreased  to 49% from 56% last  year.  The
decline in cost of sales is due to an improved  product  mix at both  Connectors
and Neulink divisions.

Engineering  expenses increased 8.5%, or $28,107, to $355,982 from $327,875 last
year and  increased,  as a  percentage  of sales,  to 7.3% from 6.3% last  year.
Engineering  expenses  increased  to support  the  development  of new  wireless
products. These expenses vary considerably depending upon the development of new
Connector or wireless products.

Selling and general  expenses  decreased  4.5%, or $52,588,  to $1,102,912  from
$1,155,500.  Selling  and  general  expenses  remained  at 22% of sales for both
periods.


                                        7

<PAGE>



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


Interest income  increased  $33,330 to $81,864 from $48,534 due to the company's
higher average cash balances and an increase in the rate of interest received.

The  provision for income taxes  increased  $110,000 due to higher net earnings,
which resulted in a blended tax rate of 40% for the nine month period.


Material changes in financial condition:

Improved  operating  profitability  helped  raise cash  $319,922  to  $1,197,509
compared to the October 31, 1997 fiscal year end balance of  $877,587.  Cash and
cash  equivalents  increased  to  $2,308,730  at  July  31,  1998,  compared  to
$1,520,386 at October 31, 1997.

Trade accounts receivable decreased $12,472, or 1.6% to $752,961 compared to the
October 31, 1997 balance of $765,433.  Trade accounts  receivable  have remained
relatively constant at approximately 50% of quarterly sales.

Inventories  increased $158,107 compared to the October 31, 1997 inventory level
as a result of purchases to meet higher  customer  demand.  Inventory  increases
have been concentrated in the Connector products.

Prepaid  expenses and  deposits  decreased  $57,623 from October 31, 1997.  This
decrease is primarily due to fewer deposits on inventory purchases.



PART II.   OTHER INFORMATION


        Items 1-4:     Not applicable

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

                       None.

        Item 6:        Exhibits and Reports on 8-K

                       (a)      None required

                       (b)      Reports on Form 8-K

                                No reports on Form 8-K were filed during  fiscal
                                quarter ended July 31, 1998.





                                        8

<PAGE>






                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                   
                                         RF INDUSTRIES, LTD.


Dated:       August 26, 1998             By:      /s/   Howard F. Hill
                                                 -------------------------------
                                                 Howard F. Hill, President
                                                 Chief Executive Officer


Dated:       August 26 , 1998            By:      /s/   Terrie A. Gross
                                                 -------------------------------
                                                 Terrie A. Gross
                                                 Chief Financial Officer