**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





_____________________





FORM
      10-QSB





QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d)


SECURITIES
      EXCHANGE ACT OF 1934





**FOR
      THE QUARTER ENDED JULY 31, 2006**





Commission
      file number: 0-13301





**RF
      INDUSTRIES, LTD.**


(Exact
      name of registrant as specified in its charter)





Nevada
            88-0168936(State
                of Incorporation)
            (I.R.S.
                Employer Identification
                No.)7610
                Miramar Road, Bldg. 6000, San Diego,
                California 92126-4202(Address
                of principalexecutive offices)
            (Zip
                Code)(858)
                549-6340
            FAX
                (858)
                549-6345





(Issuer’s
      telephone and fax numbers, including area code)





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 [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [X]





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock at
      the latest practicable date. As of August 31, 2006, the registrant had 3,209,484
      shares of Common Stock, $.01 par value, issued.





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





1


**Part
      I. FINANCIAL INFORMATION**





**Item
      1: Financial Statements**






**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**


**(Unaudited)**





**ASSETS**
            
            **July
                31, 2006**
            
            **October
                31, 2005****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            3,564,831
            
            $
            4,507,219Investments
                in available-for-sale securities
              Trade
                accounts receivable, net of allowance for doubtful accounts of $19,319
                and
                $14,898
            
            
            3,667,017
              
              1,770,974
            
            
            1,890,700Notes
                receivable
            
            
            
            
            
            2,500Inventories
            
            
            4,161,402
            
            
            4,180,500Income
                tax refund receivable
            
            
            -
            
            
            306,131Other
                current assets
            
            
            157,120
            
            
            97,356Deferred
                tax assets
            
            
            206,534
            
            
            136,000**TOTAL
                CURRENT ASSETS**
            
            
            13,527,878
            
            
            11,120,406**EQUIPMENT
                AND FURNISHINGS**Equipment
                and tooling
            
            
            1,648,424
            
            
            1,543,120Furniture
                and office equipment
            
            
            376,143
            
            
            364,0632,024,567
            
            
            1,907,183Less
                accumulated depreciation
            
            
            1,611,776
            
            
            1,441,448**TOTAL**
            
            
            412,791
            
            
            465,735Goodwill
            
            
            200,848
            
            
            200,848Amortizable
                intangible asset
            
            
            83,333
            
            
            113,333Notes
                receivable from related parties
            
            
            
            
            
            29,750Note
                receivable from stockholder
            
            
            66,980
            
            
            66,980Other
                assets
            
            
            28,087
            
            
            28,087**TOTAL
                ASSETS**
            
            **$**
            **14,319,917**
            
            **$**
            **12,025,139**








2


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





**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**


**(Unaudited)**





**July
                31, 2006**
            
            **October
                31, 2005****LIABILITIES
                AND**
              **STOCKHOLDERS’
                EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            551,258
            
            $
            334,749Accrued
                expenses
            
            
            509,972
            
            
            377,986Income
                tax payable
            
            
            430,352
            
            
            -**TOTAL
                CURRENT LIABILITIES**
            
            
            1,491,582
            
            
            712,735Deferred
                tax liabilities
            
            
            84,438
            
            
            106,000**TOTAL
                LIABILITIES**
            
            
            1,576,020
            
            
            818,735**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY**Common
                stock - authorized 10,000,000 shares of $0.01 par value; 3,209,484
                and
                3,082,521 shares issued and outstanding
            
            
            32,095
            
            
            30,825Additional
                paid-in capital
            
            
            4,320,689
            
            
            3,872,983Accumulated
                other comprehensive income - net unrealized gain on available-for-sale
                securities
              Retained
                earnings
            
            
            21,148
              8,369,965
            
            
            7,302,596**TOTAL
                STOCKHOLDERS’ EQUITY**
            
            
            12,743,897
            
            
            11,206,404**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            **$**
            **14,319,917**
            
            **$**
            **12,025,139**








See
      Notes
      to Condensed Unaudited Financial Statements





3


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





**RF
                INDUSTRIES, LTD.**
              **CONDENSED
                STATEMENTS OF INCOME**
              **(Unaudited)**Three
                Months Ended July 31
            
            Nine
                Months Ended July 312006
            
            2005
            
            2006
            
            2005Net
                sales
            
            $
            3,920,233
            
            $
            3,276,581
            
            $
            11,064,465
            
            $
            9,722,605Cost
                of sales
            
            
            1,989,226
            
            
            1,792,903
            
            
            5,781,047
            
            
            5,262,214Gross
                profit
            
            
            1,931,007
            
            
            1,483,678
            
            
            5,283,418
            
            
            4,460,391Operating
                expenses:Engineering
            
            
            118,712
            
            
            131,214
            
            
            398,875
            
            
            391,857Selling
                and general
            
            
            1,131,938
            
            
            1,041,293
            
            
            3,182,084
            
            
            3,169,348Totals
            
            
            1,250,650
            
            
            1,172,507
            
            
            3,580,959
            
            
            3,561,205Operating
                income
            
            
            680,357
            
            
            311,171
            
            
            1,702,459
            
            
            899,186Other
                income - interest
            
            
            76,291
            
            
            18,462
            
            
            182,374
            
            
            56,798Income
                before provision for income taxes
            
            
            756,648
            
            
            329,633
            
            
            1,884,833
            
            
            955,984Provision
                for income taxes
            
            
            349,164
            
            
            135,290
            
            
            817,464
            
            
            392,040Net
                income
            
            $
            407,484
            
            $
            194,343
            
            $
            1,067,369
            
            $
            563,944Basic
                earnings per share
            
            $
            0.13
            
            $
            0.06
            
            $
            0.34
            
            $
            0.19Diluted
                earnings per share
            
            $
            0.11
            
            $
            0.05
            
            $
            0.29
            
            $
            0.15Basic
                weighted average shares outstanding
            
            
            3,209,484
            
            
            3,062,396
            
            
            3,171,260
            
            
            3,039,243Diluted
                weighted average shares outstanding
            
            
            3,723,927
            
            
            3,782,733
            
            
            3,694,522
            
            
            3,804,324








See
      Notes
      to Condensed Unaudited Financial Statements





4


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





**RF
      INDUSTRIES, LTD.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**NINE
      MONTHS ENDED JULY 31**


**(Unaudited)**





**2006**
            
            **2005**OPERATING
                ACTIVITIES:Net
                income
            
            $
            1,067,369
            
            $
            563,944Adjustments
                to reconcile net income to net cash provided by operating
                activities:Provision
                for bad debts
            
            
            11,140
            
            
            11,956Depreciation
                and amortization
            
            
            200,173
            
            
            156,963Income
                tax benefit on non-qualified stock options
              Stock
                - based compensation expense
            
            
            188,900
              103,041
            
            
            -
              -Deferred
                Income Taxes
              Changes
                in operating assets and liabilities:
            
            
            (92,096
            )
            
            -Trade
                accounts receivable
            
            
            108,586
            
            
            51,004Inventories
            
            
            19,098
            
            
            (282,410
            )Income
                tax refund receivable / payable
            
            
            736,483
            
            
            -Other
                current assets
            
            
            (59,764
            )
            
            29,919Other
                assets
            
            
            -
            
            
            (7,920
            )Accounts
                payable
            
            
            216,509
            
            
            29,728Accrued
                expenses
            
            
            131,986
            
            
            9,135Net
                cash provided by operating activities
            
            
            2,631,425
            
            
            562,319INVESTING
                ACTIVITIES:Purchase
                of available-for-sale securities
              Sale
                of available-for-sale securities
              Capital
                expenditures
            
            
            (4,680,869
              1,035,000
              (117,229
            )
              
              )
            
            -
              -
              (66,837
            )Collection
                of notes receivable
            
            
            2,500
            
            
            9,500Collection
                of notes receivable from related parties
            
            
            29,750
            
            
            -Net
                cash used in investing activities
            
            
            (3,730,848
            )
            
            (57,337
            )FINANCING
                ACTIVITIES
              Exercise
                of stock options
            
            
            157,035
            
            
            156,859Net
                increase (decrease) in cash and cash equivalents
            
            
            (942,388
            )
            
            661,841Cash
                and cash equivalents at the beginning of the period
            
            
            4,507,219
            
            
            4,497,322Cash
                and cash equivalents at the end of the period
            
            $
            3,564,831
            
            $
            5,159,163Supplemental
              disclosure of non-cash investing activities-Effect
                of net increase in fair value of
                available-for-salesecurities,
                net of deferred income taxes of
                $16,000
            
            $
            21,148





See
      Notes
      to Condensed Unaudited Financial Statements





5


**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 in order to make the information not misleading.
      Information included in the balance sheet, as of October 31, 2005 has been
      derived from, and certain terms used herein are defined in, the audited
      financial statements of the Company as of October 31, 2005 included in the
      Company’s Annual Report on Form 10-KSB for the year ended October 31, 2005 that
      was previously filed with the Securities and Exchange Commission. Operating
      results for the three and nine month periods ended July 31, 2006, are not
      necessarily indicative of the results that may be expected for the year ending
      October 31, 2006. 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,
      2005.





Certain
      amounts in the 2005 unaudited condensed financial statements have been
      reclassified to conform to the 2006 presentation.





**Note
      2 - Investments**





Pursuant
      to Statement of Financial Accounting Standards No. 115, “Accounting for Certain
      Investments in Debt and Equity Securities,” the Company’s investments in U.S.
      Treasury Bills were classified as available-for-sale securities and,
      accordingly, were valued at fair value at the end of each period. If there
      is
      any other than temporary decline in fair value, the cost basis of the individual
      security would have been written down to fair value via a charge to earnings.
      Net unrealized holding gains on these investments as of July 31, 2006 were
      $21,148, net of deferred income taxes of $16,000.





**Note
      3 - Components of inventory**





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





July
                31, 2006
            
            October
                31, 2005Raw
                materials and supplies
            
            $
            1,115,201
            
            $
            845,313Work
                in process
            
            
            18,048
            
            
            63,242Finished
                goods
            
            
            3,136,317
            
            
            3,318,293Inventory
                reserve
            
            
            (108,164
            )
            
            (46,348
            )Total
            
            $
            4,161,402
            
            $
            4,180,500





Purchases
      of connector products from two major vendors in the nine month period ended
      July
      31, 2006, represented 30% and 17% compared to 38% and 23% of the total inventory
      purchases for the same period in fiscal year 2005. The Company has arrangements
      with these vendors to purchase product based on purchase orders periodically
      issued by the Company.





6


**Note
      4 - Earnings per share**





Basic
      earnings per share is computed by dividing net income by the weighted average
      number of common shares outstanding during the period. For the three and nine
      months ended July 31, 2006 and 2005, the computation of diluted earnings per
      common share took into account the effects on the weighted average number of
      common shares outstanding of the assumed exercise of the outstanding stock
      options, adjusted for the application of the treasury stock method. The greatest
      number of shares potentially issuable by us upon the exercise of stock options
      in any quarter of the nine months ended July 31, 2006 that were not included
      in
      the computation of net earnings per common share because they were
      anti-dilutive, totaled 77,929. During the three and nine months ended July
      31,
      2005, all options were considered dilutive and included in the calculation
      of
      diluted earnings per share.





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




Three
                Months Ended July 31
            
            Nine
                Months Ended July 312006
            
            2005
            
            2006
            
            2005Weighted
                average shares outstanding for basic net earnings per
                share
            
            
            3,209,484
            
            
            3,062,396
            
            
            3,171,260
            
            
            3,039,243Add
                effects of potentially dilutive securities-assumed exercise of stock
                options
            
            
            514,443
            
            
            720,337
            
            
            523,262
            
            
            765,081Weighted
                average shares for diluted net earnings per share
            
            
            3,723,927
            
            
            3,782,733
            
            
            3,694,522
            
            
            3,804,324





**Note
      5 - Stock Option Plan**




During
      the three month period ended July 31, 2006, 94,750 stock options that were
      granted as of October 31, 2005 with a weighted average share price of $4.94
      were
      made effective with the stockholder’s approval in June 2006 to increase the
      number of shares authorized to grant under the 2000 Stock Option Plan. There
      were no stock options exercised for the three months ended July 31, 2006. For
      the nine month period ended July 31, 2006, 123,750 options were granted and
      126,963 stock options with a weighted average share price of $1.24 were
      exercised resulting in proceeds of $157,035 to the Company.




The
      Company continues to measure compensation cost related to stock options issued
      to employees using the intrinsic value method of accounting prescribed by
      Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock
      Issued to Employees,” which only requires charges to compensation expense for
      the excess, if any, of the fair value of the underlying stock at the date a
      stock option is granted (or at an appropriate subsequent measurement date)
      over
      the amount the employee must pay to acquire the stock. The Company has adopted
      the disclosure-only provisions of Statement of Financial Accounting Standards
      No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation,” as amended by
      Statement of Financial Accounting Standards No. 148 (“SFAS 148”), “Accounting
      for Stock-Based Compensation - Transaction Disclosure.” During the third quarter
      of fiscal year-end 2006, the options previously granted prior to stockholder
      approval were approved by the stockholders causing the measurement date for
      these options to occur under APB 25. These options were granted at an exercise
      price, which was less than the fair value of the common stock on the measurement
      date. The intrinsic value of these options is being amortized over the vesting
      period of the options which approximates one year. The charge incurred during
      the third quarter for the approval of these options approximates $103,000.
      The
      Company estimates that the charge to future operations over the remaining
      vesting period will approximate $34,000. The fair value of these options using
      the Black-Scholes option-pricing model was determined to be $3.03 utilizing
      a
      risk free interest rate of 4.95% over the four years with a 40% volatility
      rate.
      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:




7




Three
                Months Ended July 31
            
            Nine
                Months Ended July 312006
            
            2005
            
            2006
            
            2005Net
                income - as reported
            
            $
            407,484
            
            $
            194,343
            
            $
            1,067,369
            
            $
            563,944Add
                Stock - based compensation recognized under APB 25
            
            
            103,041
            
            
            
            
            
            103,041Deduct
                total stock-based employee compensation expense determined under
                fair
                value-based method for all awards, net of tax effects
            
            
            (176,480
            )
            
            (52,201
            )
            
            (253,045
            )
            
            (104,402
            )Net
                income - pro forma
            
            $
            334,045
            
            $
            142,142
            
            $
            917,365
            
            $
            459,542Basic
                earnings per share - as reported
            
            $
            0.13
            
            $
            0.06
            
            $
            0.34
            
            $
            0.19Basic
                earnings per share - pro forma
            
            $
            0.10
            
            $
            0.05
            
            $
            0.29
            
            $
            0.15Diluted
                earnings per share - as reported
            
            $
            0.11
            
            $
            0.05
            
            $
            0.29
            
            $
            0.15Diluted
                earnings per share - pro forma
            
            $
            0.09
            
            $
            0.04
            
            $
            0.25
            
            $
            0.12





**Note
      6 - Concentration of Credit Risk**





One
      customer accounted for approximately 18% of the Company’s net sales for both of
      the three and nine month periods ended July 31, 2006, and 14% for the comparable
      periods in 2005. Although this customer has been an on-going major customer
      of
      the Company during the past five years, the written agreement with this customer
      does not have any minimum purchase obligations and the customer could stop
      buying the Company’s products at any time for any reason. A reduction, delay or
      cancellation of orders from this customer or the loss of this customer could
      adversely impact 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.





8


**Note
      7 - 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 and nine month periods ended July 31, 2006 and
      2005:




Three
                Months Ended July 31
            
            Nine
                Months Ended July 312006
            
            2005
            
            2006
            
            2005United
                States
            
            $
            3,491,307
            
            $
            2,806,291
            
            $
            9,907,119
            
            $
            8,641,387Foreign
                countries
            
            
            428,926
            
            
            470,290
            
            
            1,157,346
            
            
            1,081,218$
            3,920,233
            
            $
            3,276,581
            
            $
            11,064,465
            
            $
            9,722,605





**NOTE
      8 - Income Tax Provision**





The
      income tax provisions reflected in the accompanying unaudited condensed
      statements of income for the three and nine months ended July 31, 2006 are
      different than the expected tax provisions computed using the applicable
      statutory Federal income tax rate of 34%. Interim tax provisions are determined
      using an estimate of the annual effective tax rate.





Our
      estimated annual effective tax rate is affected by state income taxes and
      permanent differences between income before taxes for financial reporting
      purposes and taxable income. Our most significant permanent difference, and
      the
      principal reason why our estimated effective income tax rate is substantially
      greater than the statutory Federal income tax rate, relates to the portion
      of
      our compensation expense recognized for financial reporting purposes that is
      attributable to the non−cash charges recorded for the qualified incentive stock
      options granted (see Note 5) to employees which are generally not deductible
      for
      income tax purposes. We recognized non−cash compensation charges of
      approximately $103,000 in the three months ended July 31, 2006.





**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, 2005 and other reports and filings made with the Securities
      and Exchange Commission.





9


**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, 2005.





*Investments:*





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





**New
      Accounting Policies**





In
      December 2004, the FASB issued SFAS No. 123 (R) (“SFAS 123(R)”), *Accounting
      for Stock-Based Compensation* which
      establishes standards for the accounting for transactions in which an entity
      exchanges its equity instruments for goods or services. SFAS 123(R) focuses
      primarily on accounting for transactions in which an entity obtains employee
      services in share-based payment transactions. SFAS 123(R) requires that
      the fair value of such equity instruments be recognized as expense in the
      historical financial statements as services are performed. Prior to SFAS 123(R),
      only certain pro forma disclosures of fair value were required. SFAS 123(R)
      shall be effective for all of the Company’s interim and annual reporting periods
      commencing on November 1, 2006 and is expected to have a material impact on
      the consolidated financial statements of the Company during the fiscal year
      2007
      and thereafter.





**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
      86% and 88% of the Company’s net sales during the three and nine months ended
      July 31, 2006, and since the operations of all of the Company’s smaller business
      units effectively operate as subunits of the Company’s principal business unit,
      the Company does not report the results of these other, smaller business units
      as separate business segments.





**Liquidity
      and Capital Resources**





Management
      believes that existing current assets and the amount of cash it anticipates
      it
      will generate from current operations will be sufficient to fund the anticipated
      liquidity and capital resource needs of the Company for at least twelve months.
      The Company does not, however, currently have any commercial banking
      arrangements providing for loans, credit facilities or similar matters should
      the Company need to obtain additional capital. Management’s beliefs that its
      existing assets and the cash expected to be generated from operations will
      be
      sufficient during the current fiscal year are based on the
      following:




10




§
            As
                of July 31, 2006, the amount of cash and cash equivalents was equal
                to
                $3,564,831 in the aggregate as well as $3,667,017 in investments
                for a
                total of $7,231,848 in cash equivalents and available-for-sale
                securities.





§
            As
                of July 31, 2006, the Company had $13,527,878 in current assets,
                and
                $1,491,582 in current liabilities.





§
            As
                of July 31, 2006, 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.





The
      Company recognized net income of $1,067,369 for the nine months ended July
      31,
      2006 and realized cash flow of $2,631,425 from its operating activities.
      Contributing to the amount of net cash provided by operations were depreciation
      and income tax benefit for non-qualified stock options and decreases in
      inventories and income tax refund receivable, and an increase in accounts
      payable and accrued expenses.





Trade
      accounts receivable (net of allowances for doubtful accounts) at July 31, 2006
      decreased by $119,726 to $1,770,974 compared to the October 31, 2005 balance
      of
      $1,890,700.





Net
      inventories at July 31, 2006 decreased 1%, or $19,098 to $4,161,402 compared
      to
      $4,180,500 on October 31, 2005 due to an increase in the inventory reserve
      and tighter inventory controls. The Company considers its ability to fill
      customer orders on a short notice to be an important aspect of its marketing
      strategy, accordingly the Company normally will increase its inventory levels
      in
      future periods as sales continue to rise.





The
      Company’s cash and cash equivalent position was reduced due to investments in
      available-for-sale securities in nine month U.S Treasury bills and government
      bonds and an increase in other current assets, including prepaid expenses and
      deposits of $59,764 to $157,120, as of July 31, 2006 from $97,356 on
      October 31, 2005. This increase is in prepaid expenses and deposits are
      primarily due to annual payments made in the quarter for all the Company’s
      business insurances.





Accounts
      payable at July 31, 2006 increased $216,509 to $551,258 from $334,749 on October
      31, 2005 primarily due to the late arrival of inventory receipts during the
      quarter from its overseas suppliers.





Net
      cash
      used in investing activities was $3,730,848 for the nine months ended July
      31,
      2006 as a result of the net of the purchase and sale of available-for-sale
      securities with a value of $3,645,869, and $117,229 of capital expenditures
      reduced by a $2,500 payment on notes receivable and a $29,750 payment on notes
      receivable from related parties.





Net
      cash
      provided by financing activities was $157,035 for the nine months ended July
      31,
      2006, and was attributable to proceeds received from the exercise of stock
      options.





As
      of
      July 31, 2006, the Company had a total of $3,564,831 of cash and cash
      equivalents compared to $4,507,219 as of October 31, 2005. The Company realized
      $2,631,425 in cash provided by operating activities, together with the use
      of
      cash of $3,730,848 for investing activities in U.S. Treasury bills and other
      government securities and an increase in cash of $157,035 from financing
      activities resulted in the Company’s overall cash and cash equivalent position
      decreasing by $942,388 during the nine month period.





11


**Results
      Of Operations**





**Three
      Months 2006 vs. Three Months 2005**





Net
      sales
      in the current fiscal quarter ended July 31, 2006, increased 20%, or $643,652
      to
      $3,920,233 from $3,276,581 in the comparable fiscal quarter in the prior year,
      due to increased demand for the Company’s connector, cable assembly as well as
      Bioconnect and Neulink products plus additional revenues of $127,097 generated
      from the Worswick division acquired by the Company in September 2005. 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
      the
      continued growth in some sectors of the telecommunication industries and the
      continuing overall market increase in the demand for wireless products plus
      additional order demand for its Bioconnect products.





The
      Company’s gross profit as a percentage of net sales increased 4% to 49% from 45%
      during the current fiscal quarter compared to the same fiscal quarter last
      year.
      The increase in gross margins during the current quarter resulted from improved
      product purchases, labor and overhead costs efficiencies and a decrease in
      its
      net costs in benefits for all divisions from the comparable period in 2005
      due
      to employees assuming more of their dependent insurance coverage costs. The
      Company’s four smaller divisions usually have significantly lower gross margins
      than the RF Connector and Cable Assembly division. Although the connector and
      cable assembly products net sales increased by $318,189 they decreased as a
      percentage of the total Company’s net sales (77% compared to 82% in the same
      period for the prior year) due to increases in sales in other divisions. Gross
      margin increased by 2% for the connector and cable assembly products while
      both
      sales and gross margins also increased in the other divisions in the current
      period.





Engineering
      expenses decreased 10%, or $12,502 to $118,712 from $131,214 in the comparable
      quarter of the prior year due to lower development costs for new product
      enhancements. Engineering expenses fluctuate based on design engineering
      expenses incurred by the Company at the request of its customers.





Selling
      and general expenses increased 9% or $90,645 to $1,131,938 from $1,041,293
      in
      the comparable quarter of the prior fiscal year. Selling and general expenses
      increased in the third quarter of the current fiscal year due primarily to
      increases in administrative expense for audit costs plus amortization of
      intangible assets and the salaries of the additional personnel retained to
      improve the Company’s reporting systems as well as recognition of stock option
      compensation expense. As a result of increased sales and reduced selling and
      general administrative expenses related to Sarbanes Oxley, as a percentage
      of
      net sales, the selling and general expenses for the current period decreased
      by
      3% to 29% from 32% in the same period in the prior year.





Other
      income for the third quarter of 2006 increased $57,829 over the same period
      in
      the prior year due to higher investment interest income.





**Nine
      Months 2006 vs. Nine Months 2005**





Net
      sales
      in the nine months ended July 31, 2006 increased 14% or $1,341,860 to
      $11,064,465 from $9,722,605 in the comparable period in the prior year due
      to
      increased demand for the Company’s connector, cable assembly, Bioconnect and
      wireless products. The increase in sales reflects a general increase in demand
      for wireless connectors and cable products as well as increased demand for
      Bioconnect products. In addition, Worswick Industries, which was owned and
      in
      operation during the entire nine months ended July 31, 2006 but not owned in
      the
      comparable nine-month period of the prior year, contributed $379,905 to net
      sales during the current nine month period.





12


The
      Company’s gross profit as a percentage of net sales increased to 48% from 46%
      during the first nine months of fiscal 2006 compared to the same period in
      fiscal 2005. The increase in gross margins during the period resulted from
      a
      combination of higher sales of $613,440 and a 1% increase in gross margin in
      its
      connector, cable assembly and wireless operations and from higher sales of
      $307,805 and a 19% increase in gross margins in its Bioconnect
      products.





Engineering
      expenses for the first nine months of fiscal 2006 increased 2%, or $7,018,
      to
      $398,875 from $391,857 in the comparable period of the prior year due to
      increased in customer requests, but with a lower development costs for new
      product enhancements as a percentage of revenue.





Selling
      and general expenses increased less than 1% or $12,736 to $3,182,084 from
      $3,169,348 in the comparable period of the prior fiscal year. The slight
      increase in selling and general expenses is attributed to no Sarbanes-Oxley
      Act
      compliance expenses being incurred during the period offset by additional
      expenses related to stock option expense, additional personnel, amortization,
      insurance and auditing costs plus general increases in other costs.





Other
      income for the first nine months of fiscal 2006 increased $125,576 over the
      same
      period in the prior year due to more cash available for investments and a higher
      rate of return on those investments.





**Risk
      Factors**





Investors
      should carefully consider the risks described below and in the Company’s Annual
      Report on Form 10-KSB for the fiscal year ended October 31, 2005. The risks
      and
      uncertainties described below and in the Annual Report are not the only ones
      facing the Company. If any of the following risks actually occur, the Company’s
      business, financial condition or results of operations could be materially
      adversely affected.





Dependence
      On RF Connector and Cable Assembly Products





Of
      the
      Company’s five operating divisions, the three RF Connector and Cable Assembly
      product divisions account for approximately 86% of the Company’s net sales for
      the fiscal year ended October 31, 2005, and approximately 85% and 88% of net
      sales during the three and nine months ended July 31, 2006, respectfully. The
      Company expects the RF Connector and Cable Assembly products will continue
      to
      account for the majority of the Company’s revenues for the near future.
      Accordingly, an adverse change in the operations of the RF Connector and Cable
      Assembly divisions could materially adversely affect the Company’s business,
      operating results and financial condition. Factors that could adversely affect
      the RF Connector and Cable Assembly divisions are described below.





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





Substantially
      all of the Company’s RF Connector and Cable Assembly products are manufactured
      by third-party contract manufacturers. The Company relies on them to procure
      components for RF Connector and Cable Assembly and in certain cases to design,
      assemble and test its products on a timely and cost-efficient basis. If the
      Company’s contract manufacturers are unable to complete design work on a timely
      basis, the Company will experience delays in product development and its ability
      to compete may be harmed. In addition, because some of the Company’s
      manufacturers have manufacturing facilities in Taiwan and Korea, their ability
      to provide the Company with adequate supplies of high-quality products on a
      timely and cost-efficient basis is subject to a number of additional risks
      and
      uncertainties, including earthquakes and other natural disasters and political,
      social and economic instability. If the Company’s manufacturers are unable to
      provide it with adequate supplies of high-quality products on a timely and
      cost-efficient basis, the Company’s operations would be disrupted and its net
      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.





13


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





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





The
      risks
      associated with the Company’s dependence upon third parties that develop 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
      62% of the net sales of the Company for the fiscal year ended October 31, 2005,
      and approximately 55% for each of the three and nine months ended July 31,
      2006.
      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 15% of the net sales of the Company’s RF
      Connector and Cable Assembly division for the fiscal year ended October 31,
      2005
      and 16% and 19% of net sales for the three and nine months ended July 31, 2006
      respectively. Although this customer has been an on-going major customer of
      the
      Company during the past five years, the
      Company does have a written distributor agreement with this customer. However,
      this customer does not have any minimum purchase obligations and could stop
      buying the Company’s products at any time. Accordingly,
      the Company’s largest customer 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.





14


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 markets, 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;





15


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





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





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





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





The
      Company May Make Future Acquisitions That Will Involve Numerous
      Risks.





Since
      August 2004, the Company has purchased the operations of two smaller businesses
      (Aviel Electronics in Las Vegas, Nevada, August 2004, and Worswick Industries,
      Inc. in San Diego, California, September 2005). The
      Company periodically may make acquisitions of other companies that could expand
      the Company’s product line or customer base. The risks involved with both the
      recent acquisitions and with any possible 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.





16


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% and 10 % of net sales
      during the three and nine months ended July 31, 2006, and approximately 12%
      and
      11 % for the comparable periods in 2005. The increase in foreign sales for
      the
      nine months ended July 31, 2006 is $76,128. 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 may 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
      the
      first quarter of the fiscal year ending October 31, 2007 the Company will be
      required, under the new rules of the Financial Accounting Standards Board,
      to
      adopt SFAS
      No.
      123(R), "Share-Based Payment" to
      record
      all stock-based employee compensation as an expense. The new rules apply to
      stock option grants, as well as a wide range of other share-based compensation
      arrangements. As a small company with limited financial resources, the Company
      has depended upon compensating its officers, directors, and employees with
      such
      stock based compensation awards in the past in order to limit its cash
      expenditures and to attract and retain officers, directors, and employees.
      Accordingly, if the Company continues to grant stock options or other
      stock-based compensation awards to its officers, directors, and employees,
      its
      future earnings, if any, will be reduced (or our future losses will be
      increased) by the expenses recorded for those grants. Since the Company is
      a
      small company, the expenses it may have to record as a result of future options
      grants may be significant and may materially negatively affect its reported
      financial results. The adverse effects that the new accounting rules may have
      on
      the Company’s future financial statements, should it continue to rely heavily on
      stock-based compensation, may reduce the Company’s stock price and make it more
      difficult for it to attract new investors.





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





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





17


Volatility
      of Stock Trading Prices





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





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





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





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





§
                general
                    conditions in the connector and communications
                    industries





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





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





§
                conditions
                    in the financial markets in
                    general





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





**Item
      3.**  **Controls
      and Procedures**




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




As
      required by Securities and Exchange Commission Rule 13a-15(b), we carried out
      an
      evaluation, under the supervision and with the participation of the Company’s
      management, including our Chief Executive Officer and the Company’s Chief
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures as of the end of the quarter covered by
      this
      report. Based on the foregoing, our Chief Executive Officer and Chief Financial
      Officer concluded that our disclosure controls and procedures are effective
      in
      ensuring that the information required to be disclosed in our reports filed
      or
      submitted under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in the Securities and Exchange Commission
      rules and forms.




18


During
      the quarter ended July 31, 2006, the Company has continued actions to improve
      the Company’s internal controls over financial reporting, including the
      following:





·
            Contracted
                with a 3rdparty CPA firm for an internal review of the financial statements
                and
                consultation on other accounting and reporting
                matters.





·
            Implemented
                additional review and continued enhancement of internal control policies
                and procedures.





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





On
      June
      9, 2006, we held the annual meeting of our shareholders. At the meeting, the
      holders of our outstanding common stock acted on the following
      matters:





A.
      Total
      shares voted.........................................................2,519,199





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








(1)Name
                of Nominee
            
            **Votes**
              **For**
            
            **Votes**
              **Withheld**John
                R. Ehret
            
            2,499,973
            
            19,226Marvin
                H. Fink
            
            
            2,499,973
            
            
            19,226Howard
                F. Hill
            
            
            2,352,011
            
            
            167,188Robert
                Jacobs
            
            
            2,499,973
            
            
            19,226Linde
                Kester
            
            
            2,499,873
            
            
            19,326William
                L. Reynolds
            
            
            2,499,813
            
            
            19,386




(2)
            Amendment
                of 2000 Stock Option Plan




For
            Against
            Abstain
            Not
                Voted294,641
            285,591
            14,223
            1,924,744





(3)
            To
                ratify the selection of J.H. Cohn LLP as the Company’s independent
                registered public accounting firm for the fiscal year ending October
                31,
                2006. Votes cast were as follows:




For
            Against
            Abstain2,504,281
            6,171
            8,747








19




**Part
              II.**
            **OTHER
                INFORMATION**








**Item
              6.**
            **Exhibits**





Exhibit


Number








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





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





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





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





20





**SIGNATURES**





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




RF
              INDUSTRIES,
              LTD.Dated:
                September 14, 2006
            By:
            /s/
              HOWARD F. HILLHoward F. Hill, PresidentChief
              Executive Officer


Dated:
                September 14, 2006
            By:
            /s/
              VICTOR H. POWERSVictor H. PowersChief Financial Officer






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