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

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

                         for Quarter ended July 31, 2002
                         Commission File Number 0-13301

                              RF INDUSTRIES, LTD.

             (Exact name of registrant as specified in its charter)

                   Nevada                          88-0168936

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

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

           (Address of principal executive offices)      (Zip Code)

                       (858) 549-6340 FAX (858) 549-6345

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


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

                                    Yes X     No
                                       ---

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

As of September 13, 2002, the  registrant had 3,409,354  shares of Common Stock,
$.01 par value, outstanding.

Transitional small business disclosure format

                                    Yes     No X
                                              ---


<PAGE>



Part I.   FINANCIAL INFORMATION


                       RF INDUSTRIES, LTD. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                         July 31     October 31
                                                           2002         2001
                                                       -----------   -----------
                                                       (Unaudited)
Item 1: Financial Statements

CURRENT ASSETS
Cash and cash equivalents ............................  $3,525,813   $  915,538

Investments in available-for-sale securities .........           0    1,744,851

Trade accounts receivable, net of allowance
for doubtful accounts of $78,696 and $42,000 .........     833,406      981,803

Notes receivable .....................................      12,000       12,000

Income tax refund receivable .........................     117,192      216,192

Inventories ..........................................   4,306,630    4,746,125

Other current assets .................................     277,968      111,214

Deferred tax assets ..................................     150,596      155,700
                                                        ----------   ----------
     TOTAL CURRENT ASSETS ............................   9,223,605    8,883,423
                                                        ----------   ----------

PROPERTY AND EQUIPMENT
Equipment and tooling ................................   1,068,803    1,050,922
Furniture and office equipment .......................     248,826      243,357
                                                        ----------   ----------
     Fixed assets, at cost ...........................   1,317,629    1,294,279
     Less accumulated depreciation ...................     859,739      737,279
                                                        ----------   ----------
     NET FIXED ASSETS ................................     457,890      557,000
                                                        ----------   ----------

Intangible assets ....................................     174,698      174,698
Less accumulated amortization ........................      11,646       11,646
                                                        ----------   ----------
     NET INTANGIBLE ASSETS ...........................     163,052      163,052

Note receivable from stockholder .....................      70,000       70,000
Other assets .........................................      11,471       11,471
                                                        ----------   ----------
     TOTAL ASSETS
                                                        $9,926,018   $9,684,946
                                                        ==========   ==========



       See Notes to Condensed Consolidated Unaudited Financial Statements.

<PAGE>

                       RF INDUSTRIES, LTD. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                         July 31     October 31
LIABILITIES AND                                            2002         2001
STOCKHOLDERS' EQUITY                                   -----------   -----------
-------------------------                              (Unaudited)
CURRENT LIABILITIES

Accounts payable ...............................    $    92,179     $   107,145

Notes payable ..................................         41,663          50,000

Accrued expenses ...............................        266,115         278,407
                                                    -----------     -----------
     Total current liabilities .................        399,957         435,552

Notes payable, net of current portion ..........              0          39,163

                                                         25,700          25,700
Deferred tax liabilities .......................    -----------     -----------
                                                        425,657         500,415
     TOTAL LIABILITIES .........................    -----------     -----------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock - authorized 10,000,000 shares
  of $.01 par value; 3,441,054 shares issued ...         34,410          34,410

Additional paid-in capital .....................      4,695,147       4,695,147

Retained earnings ..............................      4,827,730       4,543,376

Unearned compensation ..........................              0         (23,490)

Accumulated other comprehensive income (loss) ..              0          (7,986)

Receivables from sale of stock .................         (1,715)         (1,715)

Treasury stock, at cost - 31,700 shares ........        (55,211)        (55,211)
                                                    -----------     -----------
     TOTAL STOCKHOLDERS' EQUITY ................      9,500,361       9,184,531
                                                    -----------     -----------
      TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY ...................    $ 9,926,018     $ 9,684,946
                                                    ===========     ===========



       See Notes to Condensed Consolidated Unaudited Financial Statements.


<PAGE>

Item 1:   Financial Statements (continued)

                       RF INDUSTRIES, LTD. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         INCOME AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                    Three Months Ended            Nine Months Ended
                                                         July 31                       July 31
                                                 ------------------------     -------------------------
                                                        (Unaudited)                  (Unaudited)
                                                    2002          2001           2002            2001
                                                 ---------      ---------     ----------      ---------
INCOME
<S>                                            <C>            <C>            <C>            <C>
Net sales ..................................   $ 2,161,127    $ 2,596,391    $ 6,437,033    $ 7,348,531

Cost of sales ..............................     1,186,038      1,275,342      3,292,714      3,633,569
                                                 ----------     ----------     ----------     ----------
     Gross profit ..........................       975,089      1,321,049      3,144,319      3,714,962
                                                 ----------     ----------     ----------     ----------
Operating expenses:
     Engineering ...........................       169,784        134,661        476,011        376,064
     Selling and general ...................       760,430        749,107      2,266,041      2,192,742
                                                 ----------     ----------     ----------     ----------
         Totals ............................       930,214        883,768      2,742,052      2,568,806
                                                 ----------     ----------     ----------     ----------
     Operating income ......................        44,875        437,281        402,267      1,146,156
                                                 ----------     ----------     ----------     ----------
Other income (expenses):
     Realized loss on sale of investments...        (8,192)             0         (8,192)             0
     Commissions ...........................        14,886         91,691         23,101        152,548
     Interest ..............................        17,175         15,393         57,178         70,314
                                                ----------     ----------     ----------     ----------
         Totals ............................        23,869        107,084         72,087        222,862
                                                ----------     ----------     ----------     ----------

Income before provision
    for income tax .........................        68,744        544,365        474,354      1,369,018

Provision for income tax ...................        28,000        218,000        190,000        548,000
                                                ----------     ----------     ----------     ----------
Net income .................................   $    40,744    $   326,365    $   284,354    $   821,018
                                                 =========      =========      =========      =========
Basic earnings per share ...................   $      0.01    $      0.10    $      0.08    $      0.24
                                                 =========      =========      =========      =========
Diluted earnings per share .................   $      0.01    $      0.08    $      0.07    $      0.21
                                                 =========      =========      =========      =========
Basic weighted average
    shares outstanding .....................     3,409,354      3,415,721      3,409,354      3,407,146
                                                 =========      =========      =========      =========
Diluted weighted average
    shares outstanding .....................     3,738,371      3,938,595      3,814,647      3,943,982
                                                 =========      =========      =========      =========
COMPREHENSIVE INCOME
Net income .................................   $    40,744    $   326,365    $   284,354    $   821,018

Unrealized gain (loss) on available-
 for-sale securities, net of deferred tax...          (723)        (5,966)        (7,986)       (22,709)
                                                 ----------     ----------     ----------     ----------
  Total comprehensive income ...............   $    40,021    $   320,399    $   292,340    $   798,309
                                                  =========      =========      =========      =========
</TABLE>

       See Notes to Condensed Consolidated Unaudited Financial Statements

<PAGE>

Item 1: Financial Statements (continued)
<TABLE>
<CAPTION>

                                                             RF INDUSTRIES, LTD. AND SUBSIDIARY
                                                                   CONDENSED CONSOLIDATED
                                                                  STATEMENTS OF CASH FLOWS
                                                                        (Unaudited)
                                                                 Nine months ended July 31
                                                           -------------------------------------
OPERATING ACTIVITIES                                                2002          2001
                                                                 ----------    ----------
<S>                                                       <C>            <C>
Net income ................................................    $  284,354     $  821,018
Adjustments to reconcile net income to
net cash provided by operating activities:
     Provision for bad debts ..............................        70,000         28,320
     Inventory deposit write-offs .........................             0         30,294
     Depreciation and amortization ........................       123,090        102,937
     Amortization of unearned compensation ................        23,490         70,542
     Realized loss on available-for-sale securities .......         8,192

Changes in operating assets and liabilities, net of
     acquisition payment in 2001:
          Trade accounts receivable .......................        78,397        394,758
          Inventories .....................................       439,495       (805,569)
          Other assets ....................................       (67,754)        71,647
          Accounts payable ................................       (14,966)      (261,021)
          Accrued expenses ................................       (12,292)      (210,656)
                                                               -----------    -----------
      Net cash provided by operating activities ...........       932,006        242,270
                                                               -----------    -----------
INVESTING ACTIVITIES
      Proceeds from sale of available-for-sale securities..     1,780,659        445,889
      Investments in securities ...........................       (30,910)             0
      Capital expenditures ................................       (23,980)      (165,741)
      Payment for acquisition, net of cash acquired .......             0       (147,078)
                                                               -----------    -----------
      Net cash provided by investing activities ...........     1,725,769        133,070
                                                               -----------    -----------
FINANCING ACTIVITIES
      Payments on loans payable ...........................       (47,500)      (220,371)
      Proceeds from exercise of stock options .............             0          9,375
                                                               -----------    -----------
      Net cash used in  financing activities ..............       (47,500)      (210,996)
                                                               -----------    -----------
Net increase in cash and cash equivalents..................     2,610,275        164,344

Cash and cash equivalents at the beginning of the period ..       915,538        557,923
                                                               -----------    -----------
Cash and cash equivalents at the end of the period ........   $ 3,525,813    $   722,267
                                                               ===========    ===========
SUPPLEMENTARY CASH FLOW DATA:
     Income taxes paid ....................................   $    91,000     $   255,000
                                                               ===========    ===========
 Noncash investing and financing activities:
     Fair value of assets acquired ........................                  $   496,504
     Liabilities assumed ..................................                     (207,341)
     Seller financing .....................................                     (139,163)
                                                                              -----------
     Cash paid ............................................                  $   150,000
                                                                              ===========
</TABLE>


       See Notes to Condensed Consolidated Unaudited Financial Statements

<PAGE>

                       RF INDUSTRIES, LTD. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Unaudited interim financial statements:

     The accompanying unaudited condensed consolidated 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  (consisting  of  normal
     recurring accruals)  considered necessary for a fair presentation have been
     included.  Operating  results for the three and nine months  ended July 31,
     2002 are not necessarily indicative of the results that may be expected for
     the year ending  October 31, 2002.  The  unaudited  condensed  consolidated
     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, 2001.

Note 2 - Components of inventory:

                                             July 31        October 31
                                               2002            2001
                                           -----------     -----------
                                           (Unaudited)       (Audited)

           Raw material and suppllies....  $   712,030     $   822,180

           Finished goods                    3,594,600       3,923,945
                                            ----------       ---------
                Totals                     $ 4,306,630     $ 4,746,125
                                            ==========       =========

Note 3 - Earnings per share:

     The Company  follows the  provisions  of Statement of Financial  Accounting
     Standards No. 128, "Earnings per Share", which requires the presentation of
     "basic" and "diluted"  earnings per common share,  as further  explained in
     Note 1 of the notes to the audited  financial  statements  of the  Company,
     included in Form 10-KSB for the fiscal year ended October 31, 2001.

     Basic  earnings  per share is  computed  by  dividing  net  earnings by the
     weighted average number of common stock outstanding during the period.

     Diluted  earnings  per share is computed by  dividing  net  earnings by the
     weighted  average number of shares of common stock increased by the effects
     of  assuming  that other  potentially  dilutive  securities  (such as stock
     options) outstanding during the period had been exercised.

<PAGE>

     The following table summarizes basic and diluted shares:
<TABLE>
<CAPTION>
                                                             Three Months Ended      Nine Months Ended
                                                                  July 31                 July 31
                                                            --------------------    --------------------
                                                               2002       2001        2002        2001
                                                            ---------   --------    --------    --------
<S>                                                         <C>         <C>         <C>         <C>
          Weighted average shares outstanding for
              basic net earnings per share ..............   3,409,354   3,415,721   3,409,354   3,407,146

         Add effects of potentially dilutive securities-
              assumed exercised of stock options ........     329,017     522,874     405,293     536.836
                                                            ---------   ---------   ---------   ---------
          Weighted average shares for diluted net
               earnings per share .......................   3,738,371   3,938,595   3,814,647   3,943,982
                                                            =========   =========   =========   =========
</TABLE>

Note 4 - Segment Information

     Net sales and income (loss) before provision for income taxes for the three
     months ended July 31, 2002 and 2001 follows:
<TABLE>
<CAPTION>
                                                                        Common/    Intercompany
                         Connector       Neulink       Bioconnect       Corporate      Sales         Total
                         ---------      ---------     -----------      ----------   ----------     ---------
<S>                     <C>           <C>            <C>               <C>          <C>          <C>
   2002
-----------
Net sales ...........   $ 1,954,540   $   105,617    $   101,403                    $   (433)    $ 2,161,127

Income (loss) before
 provision for income
    taxes ...........       309,100       (63,586)      (193,945)      $  17,175                      68,744

Depreciation and
   amortization .....        21,840         4,847         13,682                                      40,369

Total assets ........     8,340,003     1,089,256        496,759                                   9,926,018

Additions to property
   and equipment ....             0             0          6,389                                       6,389

   2001
-----------

Net sales ............   $ 2,305,096   $   184,434   $   151,168                    $  (44,307)   $ 2,596,391

Income (loss) before
  provision for income
    taxes ............       580,226        83,312      (131,713)      $  12,540                      544,365

Depreciation and
   amortization ......        17,400         3,272        19,677                                       40,349

Total assets .........     7,781,590     1,370,810       473,041                                    9,625,441

Additions to property
   and equipment .....        41,442             0        13,954                                       55,396

</TABLE>

<PAGE>

Net sales and income (loss) before provision for income taxes for the nine
months ended July 31, 2002 and 2001 follows:

<TABLE>
<CAPTION>
                                                                        Common/    Intercompany
                         Connector       Neulink       Bioconnect       Corporate      Sales         Total
                         ---------      ---------     -----------      ----------   ----------     ---------
   2002
-----------
<S>                      <C>           <C>            <C>               <C>        <C>            <C>
Net sales ............   $ 5,513,261   $   658,763    $   556,322                  $  (291,313)   $ 6,437,033

Income (loss) before
 provision for income
    taxes ............       767,897       (19,792)      (330,929)   $    57,178                      474,354

Depreciation and
   amortization ......        67,450        15,890         39,750                                     123,090

Total assets .........     8,340,003     1,089,256        496,759                                   9,926,018

Additions to property
   and equipment .....        10,945             0         13,035                                      23,980

   2001
-----------

Net sales ............   $ 6,534,643   $   587,377    $   291,517                  $   (65,006)   $ 7,348,531

Income (loss) before
  provision for income
    taxes ............     1,669,881       (27,234)      (343,943)   $    70,314                    1,369,018

Depreciation and
   amortization ......        58,385         9,815         34,737                                     102,937

Total assets .........     7,781,590     1,370,810        473,041                                   9,625,441

Additions to property
   and equipment .....       151,787                       13,954                                     165,741

</TABLE>

Note 5 - Change in accounting policy

     The Company follows SFAS No. 142,  "Goodwill and Other Intangible  Assets",
     which requires that goodwill and certain intangible assets, including those
     recorded in past  business  combinations,  no longer be  amortized  against
     earnings,  but  instead be tested for  impairment  at least  annually.  The
     Company  will test for  impairment  of  goodwill  at the fiscal year end of
     2002.

Note 6 - Comprehensive Income

     The  following  table  summarizes  reclassification   adjustments  made  to
     unrealized gain (loss) on  available-for-sale  securities,  net of deferred
     tax:

<PAGE>

                                      Three months ended      Nine months ended
                                            July 31                July 31
                                      -------------------     ------------------
                                        2002       2001        2002       2001
                                      -------     -------     --------   -------
     Accumulated other comprehen-
       sive income (loss) ........... $(5,638)      0        $ 3,071        0
     Reclassification adjustment for
       realized loss ................   4,915       0          4,915        0
                                      -------    -------     -------     -------
        Net gain (loss) recognized
         in comprehensive income .... $ (723)       0        $ 7,986        0
                                      =======    =======     =======     =======


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, 2002 and other  reports and filings
made with the Securities and Exchange Commission.

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 believes 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:


<PAGE>


o    As of July 31, 2002, the amount of cash and cash  equivalents  was equal to
     $3,525,813 in the aggregate.

o    As of July 31, 2002,  the Company had  $9,223,605  in current  assets,  and
     $399,957 of current liabilities.

o    As  of  July  31,  2002,  the  Company  had  only  $41,663  of  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
property and equipment requirements through capitalleases. No additional capital
equipment   purchases  have  been  currently   identified   that  would  require
significant  additional  leasing or capital  obligations  during the next twelve
months. Management also believes that based on the Company's financial condition
at July 31,  2002,  the absence of  outstanding  bank debt and recent  operating
results,  the  Company  would  be able to  obtain  bank  loans  to  finance  its
expansion, if necessary,  although there can be no assurance any bank loan would
be obtainable, or if obtained, would be on favorable terms or conditions.

As of July 31,  2002,  the  Company had a total of  $3,525,813  of cash and cash
equivalents  compared to a total of $2,660,389  of cash,  cash  equivalents  and
investments in  available-for-sale  securities on October 31, 2001. The increase
in liquid  assets is the result of (i) net income  earned by the Company  during
the nine-month  period following October 31, 2001, (ii) a decrease in the amount
of  inventories  held by the  Company  (the  Company  sold  some  of its  excess
inventory that it did not need to replenish), (iii) the receipt of a tax refund,
and(iv)  additional  collections  of accounts  receivable.  The  Company  used a
portion of the additional  cash on hand to reduce its current  liabilities  from
$435,552 on October 31, 2001 to $399,957 on July 31, 2002.

Net cash  provided by investing  activities  was  $1,725,769  for the first nine
months  ended  July 31,  2002,  and  resulted  from the sale of  investments  in
securities  of $  1,780,659,  net of  investment  in  securities  of $30,910 and
capital  expenditures  of $ 23,980.  The  $1,780,659  investment  in  securities
represented  cash  invested  by the  Company in mutual  funds and other  similar
investments.  The Company  sold the mutual funds during the July 31, 2002 fiscal
quarter,  which  resulted in an increase in the  Company's  cash  balances.  The
Company has not yet  determined  how it will invest  these  excess cash funds on
hand.

Net cash used in  financing  activities  was $ 47,500 for the nine months  ended
July 31,  2002,  which was  attributable  to the  payment on a loan  incurred in
connection with the purchase of Bioconnect.

As of July 31, 2002 the Company had $3,525,813 in cash and cash  equivalents and
no balance in investments,  as compared to $915,538 in cash and cash equivalents
and $1,744,851 in  investments at October 31, 2001. As a result,  as of July 31,
2002,  the Company had working  capital of $ 8,823,648 and a current ratio of 23
to 1.

<PAGE>


Three Months 2002 vs. Three Months 2001
----------------------------------------

Net sales decreased 17%, or $435,300, to $2,161,100 from $2,596,400 in the three
months  ended July 31, 2002.  The decrease was the result of declining  sales at
the  Company's  RF  Connectors   and  Neulink   divisions.   The  RF  Connectors
manufactures  and sells  connectors used in radio  communications  applications,
such as  cellular  and PCS  telephones,  cellular  and PCS  base  stations,  GPS
products,  and cable and dish  radio/TV  systems.  Net sales at the RF Connector
division decreased by 15% during the fiscal quarter ended July 31, 2002 compared
to the same fiscal  quarter last year  because of decreased  demand for wireless
application products.

Sales at the Company's RF Neulink division decreased by 43% to $105,600 compared
to $184,400 in the fiscal quarter ended July 31, 2002. The decrease in sales can
be attributed to the current state of the economy.  Many  customers who normally
purchase  this time of the year  have been  holding  off  purchases,  apparantly
cautious  of the  current  market.  While  overseas  inquiries  have  increased,
continental  US sales in the larger gas,  oil and  irrigation  markets have been
slow.

Net sales at the Company's  Bioconnect  division decreased in the fiscal quarter
ended July 31, 2002 from $106,900 to $101,400.  The Company acquired  Bioconnect
in December 2000 as a strategic  acquisition  to support the  Company's  plan to
increase  sales of  completed  cable  assemblies  (assemblies  that  contain the
Company's connectors and an attached cable) and, because of Bioconnect's medical
monitoring  product line.  During the fiscal  quarter  ended July 31, 2002,  the
decline in cable assemblies  sales reduced revenue for the Bioconnect  division.
The RF Connector division  currently  anticipates that sales of cable assemblies
will decrease somewhat in the near term, further reducing Bioconnect's revenues.
Bioconnect is completing the development of additional interconnect products for
medical monitoring  applications,  which are expected to contribute to increased
Bioconnect medical interconnect sales.

Cost of sales,  for the Company,  decreased 7% during the fiscal  quarter  ended
July 31, 2002, or $89,300 to $1,186,000  from $1,275,300 last year. The decrease
is due to 17% decline in the  Company's  net sales.  Overall  gross margins as a
percentage of sales decreased 6% compared to the third quarter last year.  Gross
margins typically  fluctuate as a percentage of sales due to normal fluctuations
in the mix of products sold by the Company.

Engineering  expenses  increased  $35,100,  or 26%,  from  $134,700 in the third
quarter last year.  Engineering  expenses  during both the three and  nine-month
periods ending July 31, 2002  increased as a result of the  additional  expenses
incurred by the Company to develop a new  high-speed  wireless  radio modem that
the Company  expects to release  later this year.  The new modem will replace an
existing  product and technology  that is currently sold by both the Company and
its  competitors.  The Company  intends to file a patent on its newly  developed
product.  Since the  development of the new product is  substantially  complete,
engineering expenses are expected to return to lower annual rate.

<PAGE>

Selling and general expenses increased 2% or $11,300,  to $760,400 from $749,100
for the  quarter  ended July 31,  2001.  The  increase  in selling  and  general
expenses is due in large part to the additional  marketing efforts undertaken by
the Company in order to increase sales in response to the industry-wide decrease
in the demand for wireless products.

Net interest income increased $1,800 to $17,200 from $15,400 during the previous
quarter ended July 31, 2002 due to higher investment account balances.

The $14,900 of commissions  that the Company  received  during the July 31, 2002
fiscal  quarter  represents  the last such  commission  payment that the Company
expects to  receive.  For the past two years,  the  Company  has been  receiving
commissions under an agreement with a third party relating to sales made by that
party. The Company believes that this agreement has been substantially completed
and that no material payments will be received in the future. During last year's
fiscal  quarter  ending July 31, 2001, the Company  received  payments  totaling
$91,700.

Nine Months 2002 vs Nine Months 2001
---------------------------------------

Net sales decreased by $911,500, or 12%, to $6,437,000 for the nine month period
ended July 31, 2002 from  $7,348,500 in the previous  year. As discussed  above,
the decrease was the result of declining  sales at the  Company's RF  Connectors
division,   which  is   attributable  to  an   industry-wide   slowdown  in  the
telecommunications  industry. RF Connectors division decreased 16% to $5,513,300
from $6,534,600 last year.

Sales in the  Company's  RF Neulink  division  increased  during the  nine-month
period ending July 31, 2002 by 12% to $658,800 from $587,400 for the  comparable
nine-month  period last year.  The increase can be attributed to stronger  sales
for new wireless application in the second quarter.

Bioconnect's  sales  during the  nine-month  period  ending  July 31,  2002 were
$556,300,  compared  to $226,500  for the same nine  months  last year.  The two
fiscal periods are not comparable since the Bioconnect  division was acquired in
December 2000 and did not have nine months of operations during the prior year's
period. In addition, Bioconnect's sales during the nine-month period ending July
31, 2002 included intercompany sales of $291,300,  representing cable assemblies
that Bioconnect sold to the RF Connector division. No similar intercompany sales
were effected last year.

Cost of sales decreased $340,900, or 9%, to $3,292,700 from $3,633,600 last year
due to the 12% decrease in sales. Overall,  gross profits as a percent of sales,
remained  relatively  unchanged  at 49% during  the  current  nine-month  period
compared to 51% last year.

Engineering expenses increased $100,000,  or 27%, to $476,000 from $376,000 last
year.  The increase  during the  nine-month  period  ending July 31, 2002 is the
result of the additional  expenses  incurred by the Company in developing a new,
proprietary  high-speed wireless radio modem that the Company expects to release
later this year.

<PAGE>

Selling and general expenses increased $73,300, or 3%, to $2,266,000 compared to
$2,192,700  last year,  and as a percent of sales  increased  to 35% from 30% of
sales last year.  The increase is due to the added expenses  incurred  primarily
during the first  three  months of the  period.  The  increases  in selling  and
general expenses include the additional  expenses associated with the Bioconnect
acquisition and higher expenses for legal fees,  increased travel,  advertising,
and marketing expenses.

Net interest income decreased  $13,100 to $57,200 from $70,300 the previous year
primarily  due to lower  interest  rates  earned  on cash and cash  equivalents.
Commissions for the Neulink  division's  sales were $23,100,  most of which were
received during the first three months of the nine month fiscal period, compared
to  $152,500 in  commissions  the  previous  year as sales under the third party
agreement have begun to wind down.

MATERIAL CHANGES IN FINANCIAL CONDITION:

Cash and cash equivalents  increased by $2,610,275 to $3,525,813 compared to the
October  31, 2001  fiscal  year-end  balance of  $915,538.  The  increase in the
Company's  cash  position  is due to the  decrease in  inventory  levels and the
proceeds from the sale of available-for-sale investments.

Trade accounts receivable decreased $148,397, or 15% to $833,406 compared to the
October 31, 2001 balance of  $981,803.  The decrease is due to a decrease in net
sales and the Company's  increased  attempts to reduce its outstanding  accounts
receivable.

Inventories,  as of July 31, 2002, decreased to $4,306,630,  a $439,495 decrease
from  $4,746,125  on October 31,  2001.  As part of its business  strategy,  and
because  of its  off-shore  manufacturing  arrangements,  the  Company  normally
maintains a high level of inventory.  Due to an overall  slow-down in the demand
for the  Company's  connectors,  the Company  has been  reducing  its  inventory
levels.

Other  current  assets,  including  prepaid  expenses  and  deposits,  increased
$166,800 to $278,000,  from $111,200 on October 31, 2001.  This increase is part
of the normal  operating  cycle of the Company and is due to the annual invoices
received  early each year for prepaid  cargo  insurance,  prepaid  property  and
liability   insurance,   audit  fees,  computer   maintenance   agreement,   and
miscellaneous expenses.

<PAGE>

PART II.   OTHER INFORMATION

Item 1. Legal Proceedings

             None

Item 2. Not applicable

Item 3. Not applicable

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

The Company held its annual meeting of shareholders on May 10, 2002.

The matters voted upon at the annual  meeting were as follows:  (i) the election
of six members of the Company's  Board of Directors  for the ensuing  year;  and
(ii) the  ratification  of the  appointment of J.H. Cohn LLP as the  independent
accountants of the Company for the fiscal year ending October 31, 2002.

The voting on each proposal was set forth in the table below.

1.   Election of directors:

    NAME                        FOR                     WITHHOLD AUTHORITY
   ------                     -------                   ------------------
John R. Ehret                3,149,521                         22,420
Marvin Fink                  3,149,721                         22,220
Howard F. Hill               3,139,221                         32,720
Henry E. Hooper              3,148,021                         23,920
Robert Jacobs                3,149,821                         22,120
Linde Kester                 3,149,621                         22,320

2.   Ratify the appointment of J.H. Cohn LLP as the  independent  accountants of
     the Company for the fiscal year ending October 31, 2002.

                       FOR              AGAINST             ABSTENTIONS(a)
                    ----------         ---------           ---------------
Common shares
 voted:             3,147,087           13,095                  11,759




(a) Does not  include  "broker  non-votes",  which are  abstentions  by  nominee
holders on behalf of  beneficial  owners who have given no  instructions  to the
nominee  holder.  When  such  nominee  has no  authority  to  vote  absent  such
instructions,  the  nominee is  required  to abstain  from  voting,  even though
present  or  represented  at  the  meeting.  Such  "broker  non-votes"  are  not
considered present and entitled to vote with respect to the referenced proposals
and therefore have no effect on the outcome of the vote.

<PAGE>


Item 5. Not Applicable

Item 6. Exhibits and Reports on Form 8-K

         (a)   Exhibits

                  99.1     Certification of Chief Executive Officer
                           Pursuant to 18 U.S.C.ss. 1350, as Adopted
                           Pursuant to Section 906 of the Sarbanes-
                           Oxley Act of 2002.

                  99.2     Certification of Chief Financial Officer
                           Pursuant to 18 U.S.C.ss.1350, as Adopted
                           Pursuant to Section 906 of the Sarbanes-
                           Oxley Act of 2002.

         (b)   Reports on Form 8-K

                  None.


<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: September 16, 2002                By:    Howard F. Hill
                                            ----------------------------
                                            Howard F. Hill, President
                                            Chief Executive Officer



Dated: September 16, 2002                By:    Terrie A. Gross
                                            ----------------------------
                                            Terrie A. Gross
                                            Chief Financial Officer


<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Howard F. Hill, certify that:

          1.
          I have reviewed this quarterly report on Form 10-QSB of RF Industries,
          Inc.;

          2.
          Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement or a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report; and

          3.
          Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material  aspects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report.

              Date: September 16, 2002

                                                        /s/ Howard F. Hill
                                                        -----------------------
                                                        Howard F. Hill
                                                        Chief Executive Officer
                                                        RF Industries, Ltd.




                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


I, Terrie A. Gross, certify that:

          1.
          I have reviewed this quarterly report on Form 10-QSB of RF Industries,
          Inc.;

          2.
          Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement or a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report; and

          3.
          Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material  aspects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report.

              Date: September 16, 2002

                                                        /s/ Terrie A. Gross
                                                        -----------------------
                                                        Terrie A. Gross
                                                        Chief Executive Officer
                                                        RF Industries, Ltd.