SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                         SECURITIES EXCHANGE ACT OF 1934

                           For quarter ended April 30,
                                     2004.

                         Commission file number: 0-13301

                               RF INDUSTRIES, LTD.
             (Exact name of registrant as specified in its charter)

                                Nevada 88-0168936

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

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

               (Address of principal executive offices) (Zip Code)

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

                (Issuer's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports),  and (2) has been subject to filing  requirements for the past 90
days.                              Yes [X] No [ ]

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

As of April 30, 2004, the registrant had 2,960,840 shares of Common Stock, $.01
par value, issued.

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


<PAGE>



Part I.  FINANCIAL INFORMATION

Item 1:  Financial Statements

                                                  RF INDUSTRIES, LTD. CONDENSED
                                                           BALANCE SHEETS

                                                       April 30       October 31
                                                         2004            2003
                                                     ------------    -----------
                                                      (Unaudited)
            ASSETS
           --------

CURRENT ASSETS
Cash and cash equivalents ........................    $ 4,348,221    $ 2,683,896

Trade accounts receivable, net of allowance
for doubtful accounts of $73,322 and $55,322 .....      1,528,813      1,701,618

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

Inventories ......................................      3,780,701      3,455,018

Other current assets .............................        185,410        158,079

Deferred tax assets ..............................        135,600        135,600

                                                      -----------    -----------
     TOTAL CURRENT ASSETS ........................      9,990,745      8,146,211

                                                      ===========    ===========
         PROPERTY AND EQUIPMENT
Equipment and tooling ............................      1,207,958      1,125,485
Furniture and office equipment ...................        313,067        260,183

                                                      -----------    -----------
                                                        1,521,025      1,385,668
     Less accumulated depreciation ...............      1,131,993      1,057,544

                                                      -----------    -----------
     Total .......................................        389,032        328,124

                                                      -----------    -----------
Notes receivable from related parties ............         26,730         49,584
Note receivable from stockholder .................         70,000         70,000
Other assets .....................................         14,171         14,171

                                                      -----------    -----------
     TOTAL ASSETS ................................    $10,490,678    $ 8,608,090

                                                      ===========    ===========




<PAGE>



Item 1:  Financial Statements (continued)


                                                   RF INDUSTRIES, LTD. CONDENSED
                                                           BALANCE SHEETS

                                                     April 30        October 31
                                                       2004             2003
                                                   -------------    ------------
                                                    (Unaudited)
LIABILITIES AND
STOCKHOLDERS' EQUITY


CURRENT LIABILITIES

Accounts payable .............................    $    359,344     $    181,637

Accrued expenses .............................         550,058          328,355

                                                  ------------     ------------
   Total current liabilities .................         909,402          509,992

Deferred tax liabilities .....................          40,000           40,000

                                                  ------------     ------------
   TOTAL LIABILITIES .........................         949,402          549,992

                                                  ------------     ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock - authorized $10,000,000
 shares of $0.01 par value; 2,960,840
 and 2,692,683 shares issued .................          29,618           26,927

Additional paid-in capital ...................       3,313,198        2,418,033

Retained earnings ............................       6,219,127        5,633,805

Treasury stock, at cost 6,000 shares .........         (20,667)         (20,667)

                                                  ------------     ------------
     TOTAL STOCKHOLDERS' EQUITY
                                                     9,541,276        8,058,098

                                                  ------------     ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' .....    $ 10,490,678     $  8,608,090
     EQUITY
                                                  ============     ============



See Notes to Condensed Unaudited Financial Statements




<PAGE>



Item 1: Financial Statements (continued)
<TABLE>
<CAPTION>
                                                     RF INDUSTRIES, LTD.
                                                CONDENSED STATEMENTS OF INCOME
                                     --------------------------------------------------
                                        Three Months Ended         Six Months Ended
                                             April 30                  April 30
                                     --------------------------------------------------
                                        2004         2003         2004          2003
                                     ----------   ----------   ----------   -----------
<S>                                  <C>          <C>          <C>          <C>
Net sales ........................   $2,821,431   $2,166,024   $5,270,790   $4,492,900

Cost of sales ....................    1,396,053    1,071,487    2,600,528    2,263,645
                                     ----------   ----------   ----------   ----------

     Gross profit ................    1,425,378    1,094,537    2,670,262    2,229,255
                                     ----------   ----------   ----------   ----------

Operating expenses:

     Engineering .................      101,652      187,718      217,034      386,298

     Selling and general .........      726,348      772,384    1,485,714    1,496,223
                                     ----------   ----------   ----------   ----------

          Totals .................      828,000      960,102    1,702,748    1,882,521
                                     ----------   ----------   ----------   ----------

Operating income .................      597,378      134,435      967,514      346,734

Other income - interest ..........        1,075        4,608        6,808       16,105
                                     ----------   ----------   ----------   ----------

Income before provision for income
   tax ...........................      598,453      139,043      974,322      362,839

Provision for income tax .........      247,000       60,000      389,000      149,000
                                     ----------   ----------   ----------   ----------

Net income .......................   $  351,453   $   79,043   $  585,322   $  213,839
                                     ==========   ==========   ==========   ==========

Basic earnings per share .........   $     0.12   $     0.02   $     0.21   $     0.06
                                     ==========   ==========   ==========   ==========

Diluted earnings per share .......   $     0.10   $     0.02   $     0.16   $     0.06
                                                               ==========   ==========

Basic weighted average shares
   outstanding ...................    2,882,408    3,398,014    2,835,294    3,399,146
                                     ==========   ==========   ==========   ==========

Diluted weighted average shares
   outstanding ...................    3,656,887    3,709,455    3,595,492    3,680,993
                                     ==========   ==========   ==========   ==========
</TABLE>



See Notes to Condensed Unaudited Financial Statements



<PAGE>



Item 1:  Financial Statements (continued)
<TABLE>
<CAPTION>
                                                                    RF INDUSTRIES, LTD.
                                                                  CONDENSED STATEMENTS OF
                                                                        CASH FLOWS
                                                                        (Unaudited)
                                                                 Six months ended April 30
                                                                ---------------------------
                                                                     2004           2003
     OPERATING ACTIVITIES                                       ------------    -----------
    <S>                                                         <C>            <C>
     Net income .............................................   $   585,322    $   213,839
     Adjustments to reconcile net income to net cash provided
       by operating activities:
         Provision for bad debts ............................        18,000         24,000
          Depreciation and amortization .....................        74,449         81,133

          Changes in operating assets and liabilities:
             Trade accounts receivable ......................       154,805         92,506
             Inventories ....................................      (325,683)       219,994
             Other assets ...................................       (27,331)      (124,021)
             Accounts payable ...............................       177,707        148,054
             Accrued expenses ...............................       221,703        (86,139)

                                                                -----------    -----------
         Net cash provided by operating activities ..........       878,972        569,366

                                                                -----------    -----------
     INVESTING ACTIVITIES

         Capital expenditures ...............................      (135,357)       (37,179)
         Repayments of related party notes ..................        22,854          6,165

                                                                -----------    -----------
         Net cash used in investing activities ..............      (112,503)       (31,014)

                                                                -----------    -----------
     FINANCING ACTIVITIES
         Payments on loans payable ..........................             0        (44,582)
         Purchase of treasury stock .........................             0        (30,760)
         Exercise of stock options ..........................       897,856              0

                                                                -----------    -----------
      Net cash provided by (used in) financing activities ...       897,856        (75,342)

                                                                -----------    -----------
     Net increase in cash and cash equivalents ..............     1,664,325        463,010
     Cash and cash equivalents at the beginning of the
       period ...............................................     2,683,896      3,939,299

                                                                -----------    -----------
     Cash and cash equivalents at the end of the period .....   $ 4,348,221    $ 4,402,309

                                                                ===========    ===========
</TABLE>
See Notes to Condensed Unaudited Financial Statements



<PAGE>



                          RF INDUSTRIES, LTD. NOTES TO
                    CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 1 - Unaudited interim financial statements:

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in conformity  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions  to  Form  10-QSB.  Accordingly,  they  do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States of  America  for  complete  financial  statements.  In the
opinion of management, all adjustments have been included. Operating results for
the  three and six  month  periods  ended  April  30,  2004 are not  necessarily
indicative  of the results that may be expected for the year ending  October 31,
2004. 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, 2003.

Note 2 - Components of inventory

                                             April 30, 2004
                                            ----------------
                                               (Unaudited)

                  Raw materials and supplies   $  649,041

                  Finished goods ...........    3,131,660
                                               ----------

                         Total .............   $3,780,701
                                               ==========

Note 3 - Earnings per share:

     As  further  explained  in Note 1 of the  notes  to the  audited  financial
statements  of the  Company,  included  in Form 10-KSB for the fiscal year ended
October 31, 2003,  basic earnings per share is computed by dividing net earnings
by the weighted  average number of common stock  outstanding  during the period.
Diluted  earnings per share is computed by dividing net earnings by the weighted
average  number of shares of common  stock  increased by the effects of assuming
that other potentially  dilutive securities (such as stock options)  outstanding
during the period had been  exercised  and the  treasury  stock  method had been
applied.

     The  following  table  summarizes  the  computation  of basic  and  diluted
weighted average shares:
<TABLE>
<CAPTION>
                                     ----------------------------------------------
                                       Three Months Ended       Six Months Ended
                                            April 30                April 30
                                     ----------------------------------------------
                                        2004        2003        2004        2003
                                     ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>          <C>
Weighted average shares outstanding
     for basic net earnings per
     share ........................   2,882,408   3,398,014   2,835,294   3,399,146

Add effects of potentially dilutive
     securities-assumed exercised
     of stock options .............     774,479     311,441     760,198     281,847
                                      ---------   ---------   ---------   ---------

Weighted average shares for diluted
     net earnings per share .......   3,656,887   3,709,455   3,595,492   3,680,993
                                      =========   =========   =========   =========
</TABLE>

Note 4 - Segment Information

     The Company's  segments are described in Note 6 of the notes to the audited
financial  statements of the Company included in Form 10-KSB for the fiscal year
ended October 31, 2003.

     The Company had reported  segment  information in its previous  filings for
the operations  associated with its Connector,  Neulink and Bioconnect  business
units in the same  format as reviewed by the  Company's  management.  The sales,
operating  income and assets of the  Neulink and  Bioconnect  segments no longer
meet the thresholds that require separate disclosures.  Accordingly, the Company
has  discontinued  reporting  segment  information on the Neulink and Bioconnect
segments separately.

     Substantially  all the  Company's  operations  are  conducted in the United
States; however, the Company derives a portion of its revenue from export sales.

Note 5 - Stock Option Plan

     A description of the Company's 2000 Stock Option Plan and other information
related to stock  options are  included  in Note 8 in its Annual  Report on Form
10-KSB for the year ended October 31, 2003.

     The Company continues to measure compensation cost related to stock options
issued to employees  using the  intrinsic  method of  accounting  prescribed  by
Accounting  Principles  Board Opinion No. 25 ("APB 25"),  "Accounting  for Stock
Issued to Employees." The Company had adopted the disclosure-only  provisions of
Statement of Financial  Accounting  Standards No. 123 ("SFAS 123"),  "Accounting
for Stock-Based Compensation."  Accordingly,  no earned or unearned compensation
cost  was  recognized  in  the  accompanying  condensed  consolidated  financial
statements for the stock options  granted by the Company to its employees  since
all of those  options  have been  granted at  exercise  prices  that  equaled or
exceeded the market value at the date of grant.  The  Company's  historical  net
income and  earnings  per common share and pro forma net income and earnings per
shares 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:
<TABLE>
<CAPTION>
                                           --------------------------------------------------------
                                                Three Months Ended             Six Months Ended
                                                    April 30                       April 30
                                           ---------------------------------------------------------
                                               2004          2003            2004           2003
                                           ------------  ------------    ------------  -------------
<S>                                         <C>            <C>           <C>            <C>
Net income - as reported ................   $   351,453    $   79,043    $   585,322    $   213,839

Deduct total stock-based employee
     compensation expensed
     determined under fair
     value-based method for all
     awards .............................       (67,000)      (20,000)      (134,000)       (40,000)
                                            -----------    ----------    -----------    -----------

Net income - pro forma ..................   $   284,453    $   59,043    $   451,322    $   173,839
                                            ===========    ==========    ===========    ===========

Basic earnings per share - as
     reported ...........................   $      0.12    $     0.02    $      0.21    $      0.06

Basic earnings per share - pro
     forma ..............................   $      0.10    $     0.02    $      0.16    $      0.05

Diluted earnings per share - as
     reported ...........................   $      0.10    $     0.02    $      0.16    $      0.06

Diluted earnings per share - pro
     forma ..............................   $      0.08    $     0.02    $      0.13    $      0.05

</TABLE>

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, 2003 and other  reports and filings
made with the Securities and Exchange Commission.

Critical Accounting Policies

     The financial  statements of RF Industries are prepared in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
("GAAP").  The preparation of these financial statements requires our management
to make  estimates and  assumptions  about future events that affect the amounts
reported in the financial  statements and related notes. Future events and their
effects  cannot  be  determined   with  absolute   certainty.   Therefore,   the
determination  of  estimates  requires  the  exercise of  judgment.  The Company
believes the following critical  accounting policies affect its more significant
judgments and estimates  used in the  preparation of financial  statements.  Our
significant  accounting  policies  are  summarized  in  Note 1 to our  financial
statements  contained  in our Annual  Report on Form 10-KSB filed for the fiscal
year ended  October 31,  2004.  We believe  the  following  critical  accounting
policies  affect  our  more  significant  judgments  and  estimates  used in the
preparation of our financial statements.

Allowance for doubtful accounts:

     The  Company   maintains  an  allowance  for  doubtful  accounts  based  on
historical collections of accounts receivable. The Company monitors its accounts
receivable  balances  on a  continual  basis.  If  the  financial  condition  of
customers deteriorates, additional allowances may be required.

Income taxes:

     The Company  accounts for income taxes  pursuant to the asset and liability
method which requires  deferred income tax assets and liabilities to be computed
for  temporary  differences  between the  financial  statement  and tax bases of
assets and  liabilities  that will result in taxable,  or deductible  amounts in
future  periods  based on enacted  laws and rates  applicable  to the periods in
which the temporary differences are expected to affect taxable income. Valuation
allowances are  established  when necessary to reduce deferred tax assets to the
amount  expected to be realized.  The income tax provision is the tax payable or
refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities.

Inventory valuation:

     Inventories are valued at the weighted average cost value. Certain items in
the inventory may be considered obsolete or excess and, as such, the Company may
establish an allowance to reduce the carrying  value of these items to their net
realizable  value.  Based on estimates,  assumptions and judgments made from the
information  available at the time, the Company  determines the amounts of these
allowances.  If these  estimates  and related  assumptions  are incorrect or the
market  changes,  we may be required to record  additional  reserves,  which may
decrease future earnings.  Inventories as of April 24, 2004 represented over 36%
of our total assets. As a result,  any reduction in the value of our inventories
would require us to take  write-offs  that would affect our net worth and future
earnings.

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
90% of the  Company's  sales,  and since the  operations to all of the Company's
smaller  business  units  effectively  operate  as  subunits  of  the  Company's
principal  business  unit,  effective  November 1, 2003, RF  Industries  will no
longer  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:

          As of April 30, 2004,  the amount of cash and cash  equivalents was
          equal to $ 4,348,000 in the aggregate.

          As of April 30, 2004, the Company had $9,991,000 in current assets,
          and only $ 949,000 of current liabilities.

          As of April 30, 2004,  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 property and equipment requirements through capital leases. 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  current financial
condition,  the absence of outstanding bank debt and recent  operating  results,
the  Company  would be able to obtain bank loans to finance  its  expansion,  if
necessary, although there can be no assurance any bank loan would be obtainable,
or if obtained, would be on favorable terms or conditions.

     As of April 30,  2004,  the Company had a total of $ 4,348,000  of cash and
cash equivalents compared to a total of $ 2,684,000 of cash and cash equivalents
on October 31,  2003.  The  increase  in liquid  assets is the result of (i) net
income earned by the Company in the six month period following October 31, 2003,
(ii) the collection of $155,000 of outstanding  accounts  receivable,  and (iii)
$898,000 of proceeds the Company received from exercise of stock options.

     Trade  accounts  receivable  at  April  30,  2004  decreased  10.2%,  or by
$172,800,  to $1,528,800 compared to the October 31, 2003 balance of $1,701,600.
The  decrease  is due  primarily  to timing  of  collections  and the  Company's
increased efforts to reduce its outstanding accounts receivable.

     Inventories at April 30, 2004 increased  9.4%, or $325,700,  to $3,780,700,
compared to $3,455,000 on October 31, 2003. The Company  increased its inventory
levels based on anticipated  customer demand for certain of its products.  Since
the Company  considers its ability to fill customer orders on short notice to be
an important aspect of its marketing  strategy,  the Company normally  increases
inventory  levels  in  anticipation  of  customer  orders in order to be able to
maintain the product mix its customers may need.

     Other current assets,  including  prepaid expenses and deposits,  increased
$27,400 to  $185,400,  from  $158,000  on October  31,  2003.  This  increase is
primarily  due to increased  insurance  costs,  prepaid in first quarter of each
year.

     Net cash used in  investing  activities  was $ 113,000  for the six  months
ended April 30, 2004 as a result of $136,000 of capital expenditures made by the
Company during the six-month  period.  The capital  expenditures  were partially
offset by $23,000 the Company received upon the repayment of outstanding related
party notes.

     Net cash provided by financing  activities  was $898,000 for the six months
ended April 30, 2004,  and was  attributable  to proceeds from exercise of stock
options.

     As a result of the foregoing  factors,  the Company provided  $1,664,000 in
net cash during the past six months.

Results Of Operations

Three Months 2004 vs. Three Months 2003

     Net sales in the current  fiscal  quarter  ended April 30, 2004,  increased
30.3%,  or $655,400,  to $2,821,400  from $2,166,000 in the first fiscal quarter
last  year,  due to  increased  demand for the  connector,  cable  assembly  and
wireless  products.  The increase in sales reflects a general increase in demand
for  wireless  connectors  and  cable  products,  primarily  for  Wi-Fi  network
applications.  The Company  believes this increase is due, in part, to a revival
in some sectors of the telecommunication  industries and the continuing increase
in the demand for wireless products.

     Cost of sales increased 30.3% or $324,500, to $1,396,000 from $1,071,500 in
the same quarter last year.  The increase is primarily due to increase in sales.
Overall gross margins,  as a percentage of sales,  remained  consistent with the
comparable period of the prior year.

     Engineering expenses decreased 45.8%, or $86,000, to $101,700 from $187,700
in the second fiscal  quarter last year.  Engineering  expenses were higher last
year primarily as a result of the additional  expenses incurred to develop a new
high-speed  wireless  radio modem to upgrade  and  replace  the Neulink  product
line's existing RF9600 transceiver product line. That development of the Neulink
product was completed in 2003.

     Selling and general expenses  decreased 6% or $46,000,  to $726,400 for the
three-month  period ended April 30, 2004 from  $772,400 in the same quarter last
year.  Selling and general  expenses were lower in the second  quarter this year
due primarily to decreased salary expenses,  commission  expenses and travel and
trade show expenses compared to last year. Due to the increase in demand for the
Company's  products  from  existing  customers,  the  Company  has been  able to
decrease its selling expenses.

Six Months 2004 vs. Six Months 2003

     Net sales increased  17.3%,  or $777,900,  to $5,270,800 from $4,492,900 in
the first six month period of 2004  compared to last year.  This increase can be
attributed to increased  demand for the  connector,  cable assembly and wireless
products.  The  increase  in sales  reflects  a general  increase  in demand for
wireless   connectors   and  cable   products,   primarily   for  Wi-Fi  network
applications.  The Company  believes this increase is due, in part, to a revival
in some sectors of the telecommunication  industries and the continuing increase
in the demand for wireless products.

     Cost of sales increased 14.9% or $336,900, to $2,600,500 from $2,263,600 in
the same six months  last year.  The  increase is  primarily  due to increase in
sales.  Since  the cost of sales did not  increase  as much as the  increase  in
revenues,  overall gross margins,  as a percentage of sales,  decreased to 49.3%
from 50.4% last year. The decrease in cost of sales reflects normal fluctuations
of costs based on the products sold rather than any identifiable factors.

     Engineering  expenses  decreased  43.8%,  or  $169,300,  to  $217,000  from
$386,300 in the first six months  last year.  Engineering  expenses  were higher
last year primarily as a result of the additional expenses incurred to develop a
new high-speed  wireless radio modem to upgrade and replace the Neulink  product
line's existing RF9600 transceiver product line.

     Selling and general expenses decreased 0.7% or $10,500,  to $1,485,700 from
$1,496,200 in the same six months last year.  Selling and general  expenses were
lower due to reduced commissions expenses.

Risk Factors

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

Dependence On RF Connector Division Products

     Of the Company's two operating divisions,  the RF Connector division is the
largest,  accounting  for  approximately  87% of the Company's net sales for the
fiscal year ended  October 31, 2003,  and 89% of net sales during the  six-month
period  ended April 30,  2004.  The Company  expects the RF  Connector  division
products will continue to account for the majority of the Company's revenues for
the near future.  Accordingly,  an adverse  change in the  operations  of the RF
Connector  division could materially  adversely  affect the Company's  business,
operating results and financial  condition.  Factors that could adversely affect
the RF Connector division are described below.

International Sales And Operations

     Sales to customers  located  outside the United States,  either directly or
through U.S. and foreign  distributors,  accounted for  approximately 12% of the
net sales of the  Company in the year ended  October  31,  2003,  and 14% of net
sales during the six-month period ended April 30, 2004.  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

           and the burdens of complying with a wide variety of foreign laws.

     The  Company's   foreign  sales  are  also  affected  by  general  economic
conditions in its international  markets.  A prolonged  economic downturn in its
foreign markets could have a material adverse effect on the Company's  business.
There can be no  assurance  that the  factors  described  above will not have an
adverse  material  effect on the Company's  future  international  revenues and,
consequently,  on the financial condition, results of operations and business of
the Company.

     Since  sales  made  to  foreign  customers  or  foreign  distributors  have
historically been in U.S. dollars, the Company has not been exposed to the risks
of  foreign  currency  fluctuations.  However,  if the  Company in the future is
required to accept sales  denominated in the  currencies of the countries  where
sales are made, the Company  thereafter also be exposed to currency  fluctuation
risks.

The Company Depends On Third-Party Contract  Manufacturers For Substantially All
Of Its  Connector  Manufacturing  Needs.  If They Are  Unable To  Manufacture  A
Sufficient  Quantity Of  High-Quality  Products  On A Timely And  Cost-Efficient
Basis,  The  Company's  Net  Saes And  Profitability  Would  Be  Harmed  And Its
Reputation May Suffer.

     Substantially  all of the Company's RF Connector  products are manufactured
by  third-party  contract  manufacturers.  The Company relies on them to procure
components for RF Connectors  and in certain cases to design,  assemble and test
its products on a timely and  cost-efficient  basis.  If the Company's  contract
manufacturers  are unable to complete design work on a timely basis, the Company
will experience delays in product  development and its ability to compete may be
harmed.  In  addition,   because  some  of  the  Company's   manufacturers  have
manufacturing  facilities  in Taiwan and  Korea,  their  ability to provide  the
Company  with  adequate  supplies  of  high-quality  products  on a  timely  and
cost-efficient   basis  is  subject  to  a  number  of   additional   risks  and
uncertainties,  including earthquakes and other natural disasters and political,
social and economic  instability.  If the Company's  manufacturers are unable to
provide it with  adequate  supplies  of  high-quality  products  on a timely and
cost-efficient  basis,  the Company's  operations would be disrupted and its net
revenue and profitability would suffer.  Moreover,  if the Company's third-party
contract  manufacturers cannot consistently  produce high-quality  products that
are free of  defects,  the  Company  may  experience  a higher  rate of  product
returns,  which would also reduce its  profitability  and may harm the Company's
reputation and brand.

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

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

     The risks associated with the Company's dependence upon third parties which
develop and manufacture and assemble the Company's products, include:

           reduced control over delivery schedules and quality;

           risks of inadequate manufacturing yields and excessive costs;

           the potential lack of adequate capacity during periods of excess
           demand; and

           potential increases in prices.

     These risks may lead to increased  costs or delay product  delivery,  which
would harm the Company's profitability and customer relationships.

Dependence  Upon  Independent  Distributors  To Sell And  Market  The  Company's
Products

     The  Company's  sales efforts are primarily  effected  through  independent
distributors. Sales through independent distributors accounted for approximately
75% the net sales of the Company for the fiscal year ended October 31, 2003, and
75% of net sales during the six-month period ended April 30, 2004.  Although the
Company has entered into written  agreements with most of the distributors,  the
agreements are nonexclusive and generally may be terminated by either party upon
30-60  days'  written  notice.  The  Company's  distributors  are not within the
control of the Company, are not obligated to purchase products from the Company,
and may also sell other lines of products.  There can be no assurance that these
distributors will continue their current  relationships with the Company or that
they will not give higher  priority to the sale of other  products,  which could
include products of competitors.  A reduction in sales efforts or discontinuance
of sales of the  Company's  products by its  distributors  would lead to reduced
sales and could materially  adversely affect the Company's financial  condition,
results of operations and business.  Selling through  indirect  channels such as
distributors may limit the Company's contact with its ultimate customers and the
Company's ability to assure customer satisfaction.

Dependence On Principal Customer

     One  customer  accounted  for  approximately  16% of the net  sales  of the
Company's RF Connector  division for the fiscal year ended  October 31, 2003 and
15% of net sales for the  six-month  period ended April 30, 2004.  Although this
customer has been an on-going major customer of the Company during the past five
years,  the  Company  does not have a  written  agreement  with  this  customer.
Therefore,  this customer  does not have any minimum  purchase  obligations  and
could stop buying the  Company's  products at any time.  A  reduction,  delay or
cancellation  of orders from this  customer or the loss of this  customer  could
significantly  reduce the  Company's  revenues and profits.  The Company  cannot
provide  assurance  that this  customer  or any of its  current  customers  will
continue to place  orders,  that orders by existing  customers  will continue at
current or  historical  levels or that the Company will be able to obtain orders
from new customers.

Certain of The Company's Markets Are Subject To Rapid  Technological  Change, So
the  Company's  Success In These  Markets  Depends On Its Ability To Develop And
Introduce New Products.

     Although most of the  Company's  products have a stable market and are only
gradually  phased  out,  certain  of the new and  emerging  market,  such as the
wireless digital transmission markets, are characterized by:

           rapidly changing technologies;

           evolving and competing industry standards;

           short product life cycles;

           changing customer needs;

           emerging competition;

           frequent new product introductions and enhancements; and

           rapid product obsolescence.

     To develop new products for the connector and wireless digital transmission
markets, the Company must develop,  gain access to and use new technologies in a
cost-effective  and timely manner. In addition,  the Company must maintain close
working  relationship  with key  customers in order to develop new products that
meet  customers'  changing  needs.  The  Company  also must  respond to changing
industry  standards  and  technological  changes on a timely and  cost-effective
basis.

     Products for connector  applications  are based on industry  standards that
are continually  evolving.  The Company's  ability to compete in the future will
depend on its  ability to identify  and ensure  compliance  with these  evolving
industry standards.  If the Company is not successful in developing or using new
technologies or in developing new products or product  enhancements,  its future
revenues  may be  materially  affected.  The  Company's  attempt to keep up with
technological advances may require substantial time and expense.

The Markets In Which The Company Competes Are Highly Competitive.

     The markets in which the Company  operates are highly  competitive  and the
Company expects that competition will increase in these markets.  In particular,
the connector  and  communications  markets in which the Company's  products are
sold are intensely competitive. Because the Company does not own any proprietary
property that can be used to distinguish the Company from its  competitors,  the
Company's  ability to compete  successfully in these markets depends on a number
of factors, including:

           success in subcontracting the design and manufacture of existing
           and new products that implement new technologies;

           product quality;

           reliability;

           customer support;

           time-to-market;

           price;

           market acceptance of competitors' products; and

           general economic conditions.

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

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

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

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

The Company May Make Future Acquisitions, Which Will Involve Numerous Risks.

     The  Company  periodically   considers  potential   acquisitions  of  other
companies  that could  expand  the  Company's  product  line or  customer  base.
Accordingly,  the  Company  may in the  future  acquire  one or more  additional
companies. The risks involved with such 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

        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.

Item 3. Controls and Procedures.

     Based on an evaluation of the  effectiveness of the design and operation of
the Company's  disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities  Exchange  Act of  1934,  the  principal  executive  officer  and the
principal financial officer concluded that the Company's disclosure controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating  to the  Company's  periodic  SEC  filings.  There were no  significant
changes  in  the  Company's  internal  controls  on  other  factors  that  could
significantly  affect those  controls  subsequent to the date of our most recent
evaluation.

                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

     Robert Macias,  the  Vice-President of Product  Assurance,  of the Company,
exercised an option to purchase  3,665 shares of the  Company's  common stock on
January 9, 2004 and an option to purchase  6,335 shares of the Company's  common
stock on March 2, 2004. No underwriters  were involved in the option  exercises,
and the purchases were exempt as not involving a public offering.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

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

                 31.2:    Certification of 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. *

               * Pursuant to Commission Release No. 33-8238,  this certification
               will be treated as  "accompanying"  this Quarterly Report of Form
               10-QSB and not  "filed" as part of such  report for  purposes  of
               Section 18 of the Securities Exchange Act of 1934, as amended, or
               otherwise   subject  to  the  liability  of  Section  18  of  the
               Securities   Exchange   Act  of  1934,   as  amended,   and  this
               certification  will not be deemed to be incorporated by reference
               into any filing under the Securities Act of 1933, as amended,  or
               the  Securities  Exchange Act of 1934, as amended,  except to the
               extent  that  the  registrant  specifically  incorporates  it  by
               reference.



<PAGE>





                                   SIGNATURES

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

                                             RF INDUSTRIES, LTD.



Dated: June 14, 2004                         By:/s/ Howard F. Hill
                                                ------------------
                                                 Howard F. Hill, President
                                                 Chief Executive Officer


Dated: June 14, 2004                         By:/s/ Terrie A. Gross
                                                ---------------------
                                                 Terrie A. Gross
                                                 Chief Financial Officer





<PAGE>



                                INDEX TO 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.



<PAGE>

                                                                  Exhibit 31.1

                                 CERTIFICATIONS

         I, Howard F. Hill, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of 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;

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

Date:  June 14, 2004                              /s/ Howard F. Hill
                                                  ------------------
                                                  Howard F. Hill
                                                  Chief Executive Officer



<PAGE>



                                                              Exhibit 31.2

                                 CERTIFICATIONS

         I, Terrie A. Gross, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of 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;

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

Date:   June 14, 2004                               /s/ Terrie A. Gross
                                                    -------------------
                                                    Terrie A. Gross
                                                    Chief Financial Officer



<PAGE>



Exhibit 32.1

                            CERTIFICATION PURSUANT TO

                               18 U.S.C. ss. 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of RF Industries, Ltd. (the
"Company") on Form 10-QSB for the period ended April 30, 2004, as filed with the
Securities and Exchange Commission (the "Report"), I, Howard F. Hill, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.


Date:   June 14, 2004                                 /s/ Howard F. Hill
                                                      ------------------
                                                      Howard F. Hill
                                                      Chief Executive Officer



<PAGE>



Exhibit 32.2



                            CERTIFICATION PURSUANT TO

                               18 U.S.C. ss. 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of RF Industries, Ltd. (the
"Company") on Form 10-QSB for the period ended April 30, 2004, as filed with the
Securities and Exchange Commission (the "Report"), I, Terrie A. Gross, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

Date:   June 14, 2004                                    /s/ Terrie A. Gross
                                                         -------------------
                                                         Terrie A. Gross
                                                         Chief Financial Officer