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 April 30, 1997
                         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 April 30, 1997, the registrant had 3,048,763 shares of Common Stock,  $.01
par value, issued and outstanding.


<PAGE>


Part I.   FINANCIAL INFORMATION

Item 1:    Financial Statements 

                                                              BALANCE SHEET


                                                          April 30    October 31
                                                            1997         1996
                                                        -----------  -----------
                                                        (Unaudited)   (Audited)
ASSETS
-----------------
CURRENT ASSETS
                                                                    

Cash ................................................   $  835,095   $  403,547

Investments in available-for-sale securities ........      623,047      604,186

Trade accounts receivable less allowance
for doubtful accounts of $12,412 ....................      760,721      703,097

Inventories - Note 3 ................................    1,959,218    1,861,856

Prepaid expenses and deposits .......................      512,727      276,109

Deferred tax assets .................................       60,000       60,000
                                                         ----------   ----------
     TOTAL CURRENT ASSETS ...........................    4,750,808    3,908,795

FIXED ASSETS

Furniture and office equipment ......................      107,633      107,633

Equipment and tooling ...............................      405,850      381,891
                                                         ----------   ----------
     Fixed assets, at cost ..........................      513,483      489,524

Less accumulated depreciation and amortization ......      396,857      377,715
                                                         ----------   ----------
     NET FIXED ASSETS ...............................      116,626      111,809

Deferred tax assets .................................       38,000       38,000

Other assets ........................................        4,901        4,900
                                                         ----------   ----------
     TOTAL ASSETS...................................   $ 4,910,335  $ 4,063,504
                                                         ==========   ==========


                        See Notes to Financial Statements


<PAGE>


Item 1:   Financial Statements (continued)


                                                              BALANCE SHEET
 

                                                         April 30     October 31
                                                           1997         1996
                                                        ----------    ----------
LIABILITIES AND
STOCKHOLERS' EQUITY
-----------------------

CURRENT LIABILITIES

Accounts payable .................................   $   364,973    $   186,250

Accrued expenses .................................       163,452        268,015
                                                      -----------    -----------
     TOTAL CURRENT LIABILITIES ...................       528,425        454,265


STOCKHOLDERS' EQUITY

Common Stock - $.01 par value
 Authorized - 10,000,000 shares
 Issued & outstanding 3,048,763 shares............        30,488         27,782

Capital paid in excess of par value ..............     4,801,941      3,868,642

Retained earnings ................................       510,970        166,547

Unearned compensation ............................      (960,709)      (453,732)
                                                      -----------    -----------
     TOTAL STOCKHOLDERS' EQUITY ..................     4,381,910      3,609,239
                                                      -----------    -----------

      TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY .....................   $ 4,910,335    $ 4,063,504
                                                      ===========    ===========





                        See Notes to Financial Statements






<PAGE>


Item 1:    Financial Statements (continued)

                                            STATEMENTS OF OPERATIONS

                                    (Unaudited)               (Unaudited)
                                 Three Months Ended         Six Months Ended
                                      April 30                  April 30
                                --------------------      ---------------------
                                 1997          1996        1997           1996
                                ------        ------      ------         ------

Net Sales ...................  $1,750,831   $1,269,624   $3,678,928   $2,179,589

Cost of Sales ...............   1,050,880      510,839    2,121,312      961,804
                               ----------   ----------   ----------   ----------
     Gross Profit ...........     699,951      758,785    1,557,616    1,217,785
                               ----------   ----------   ----------   ----------

Operating expenses:

     Engineering ............     109,767      130,582      221,595      235,239

     Selling and general ....     458,039      362,025      795,081      642,333
                               ----------   ----------   ----------   ----------
       Total ................     567,806      492,607    1,016,676      877,572
                               ----------   ----------   ----------   ----------
     Operating income .......     132,145      266,178      540,940      340,213

Interest income .............      16,026       10,898       30,700       24,909
                               ----------   ----------   ----------   ----------
Income before provision
for income tax ..............     148,171      277,076      571,640      365,122
Provision for state & federal
income tax ..................      45,000      100,000      228,000      120,000
                               ----------   ----------   ----------   ----------
     Net income .............  $  103,171   $  177,076   $  343,640   $  245,122
                               ==========   ==========   ==========   ==========
Per share data:

     Net income .............  $     0.03   $     0.06   $     0.11   $     0.08
                               ==========   ==========   ==========   ==========
Weighted average common
and common equivalent shares
outstanding .................   3,163,291    2,988,235    3,125,872    2,921,202
                               ==========   ==========   ==========   ==========


                        See Notes to Financial Statements


<PAGE>

                                                        STATEMENTS OF CASH FLOWS

                                                               (Unaudited)
                                                            Six Months Ended
                                                                April 30
                                                          ---------------------
                                                           1997           1996
                                                          ------         ------

Net income...............................................$ 343,640    $ 245,122

Adjustments to reconcile net income
to net cash (used in) provided by operations

     Depreciation and amortization .......................  19,142       22,223
     Amortization of unearned compensation ............... 109,677       19,165
     Change in assets - (incr) decr:

         Accounts receivable - trade ..................... (57,624)    (163,480)
         Inventories ..................................... (97,362)    (146,788)
         Other assets .................................... 236,618)       5,525
     Change in liabilities - incr (decr):
         Accounts payable ................................ 178,723      (64,116)
         Accrued expenses ................................ 125,440      238,684
                                                          ---------    ---------
         Net cash (used in) provided by
            operating activities ........................  385,018      156,335
                                                          ---------    ---------
INVESTING ACTIVITIES
         Purchase of available-for-sale securities ....... (18,861)     (12,983)
         Capital expenditures ............................ (23,959)     (21,347)
                                                          ---------    ---------
         Net cash provided by (used in)
           operating activities .......................... (42,820)     (34,330)
                                                          ---------    ---------
FINANCING ACTIVITIES
         Proceeds from sale of common stock ..............  20,000       20,000
         Proceeds from exercise of common stock options ..  69,350            0
                                                          ---------    ---------
         Net cash provided by financing activities .......  89,350       20,000
                                                          ---------    ---------
     Net (decrease) increase in cash
        and cash equivalents ............................. 431,548      142,005
     Cash and cash equivalents at the
        beginning of the period .......................... 403,547      211,290
                                                          ---------    ---------

     Cash and cash equivalents at the end of period .....$ 835,095    $ 353,295
                                                         ==========   ==========


<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 April 30, 1996 and the results of operations
         for the three  month and six month  periods  ended  April 30,  1996 and
         1995.

Note 2 - Interim reporting

         The  results of  operation  for the three  month and six month  periods
         ended April 30,  1996 and 1995 are not  necessarily  indicative  of the
         results to be expected for the remainder of the year.

Note 3 - Components of Inventory

                                                       April 30, 1997
                                                     -----------------
                                                        (Unaudited)

                Raw material and supplies...........    $   234,795

                Finished goods......................      1,724,423
                                                       ------------
                     TOTAL...........................   $ 1,959,218
                                                       ============





<PAGE>




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


SIX MONTHS 1997 VS. SIX MONTHS 1996


Net sales  increased 69%, or $1,499,339,  to $3,678,928  from  $2,179,589 in the
first  six  months  of  fiscal  1996.  RF  Connectors  sales  increased  48%  to
$2,519,314,  from the same period last year.  The  increase is  attributable  to
expanded  distribution  and the  introduction  of the  corrugated  cable and din
connector  products.  RF Neulink  sales were  $1,159,614,  up 146% from the same
period last year.

Cost of sales  increased  121%, or $1,159,508,  to $2,121,312 from $961,804 last
year and as a  percentage  of sales  increased  to 58% from 43% last  year.  The
increase in cost of sales is due to a changed  product mix and shipment of lower
margin Neulink products in the first half of fiscal 1997.

Engineering  expenses decreased 6.1%, or $13,644, to $221,595 from $235,239 last
year and declined,  as a percent of sales, to 6% from 11% of sales last year due
to the increase in net sales.

Selling and  general  expenses  increased  24%, or  $152,748,  to $795,081  from
$642,333, and declined, as a percent of sales, to 22% from 29% last year. Higher
selling and  administrative  expenses to support  training of  personnel  at the
company's large new distributors was offset by the increase in net sales.

Interest  income  increased  $5,791 to $30,700 from $24,909 due to the company's
higher average cash balances and an increase in the rate of interest received.

The provision for income taxes  increased  $108,000.  Last year, the company was
able to utilize tax loss carryforwards to reduce its effective tax rate.


THREE MONTHS 1997 VS. THREE MONTHS 1996


Sales  increased 38%, or $481,207,  to $1,750,831  from $1,269,624 in the second
quarter of fiscal  1996.  The sales  increase  was due to a 33%  increase  in RF
Connectors  sales to $1,317,384.  The increase in Connectors sales is due to the
company's  additional  distributors.  Neulink's sales were affected by delays as
reviewed in the six month results.

Cost of sales increased 106%, or $540,041,  to $1,050,880 from $510,839 and as a
percentage  of sales  increased  to 60% from 40% last year.  The reasons for the
increase are discussed in the six month results.

Engineering  expenses decreased 16%, or $20,815,  to $109,767 from $130,582 last
year and declined,  as a percent of sales, to 6% from 10% of sales last year due
to the increase in net sales.

Selling and  general  expenses  increased  27%,  or  $96,014,  to $458,039  from
$362,025,  and  declined,  as a  percent  of sales,  to 26% from 29% last  year.
Increased selling and  administrative  expenses to support training of personnel
at the company's large new distributors was offset by higher net sales.

Interest income  increased $5,128 to $16,026 due to the company's higher average
cash balances and an increase in the rate of interest received.




<PAGE>




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


MATERIAL CHANGES IN FINANCIAL CONDITION:


Cash increased  $431,548  to  $835,095 compared to the  October  31, 1996 fiscal
year balance of $353,295.  Cash and cash equivalents are $1,458,142 at April 30,
1997.

Trade accounts  receivable  increased $57,624, or 8% to $760,721 compared to the
October 31, 1996 balance of  $703,097.  This is due to the  company's  increased
sales .

Inventories  increased  $97,362 compared to the October 31, 1996 inventory level
as a result of purchases to meet higher customer demand.

Prepaid  expenses and deposits  increased  $236,618 from October 31, 1996 due to
more deposits for 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 April 30, 1997.




<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:   June 5, 1997           By:  /s/  Howard F. Hill
                                   ----------------------------------------
                                      Howard F. Hill, President



Dated: June 5, 1997             By:  /s/  Terrie A. Gross
                                   ----------------------------------------
                                   Terrie A. Gross, Cheif Financial Officer