AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2001
                              REGISTRATION NO. 333-
 ===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

                  Nevada                          88-0168936
         (State or other jurisdiction          (I.R.S. Employer
      of incorporation or organization)      Identification Number)

                                7620 Miramar Road
                               San Diego, CA 92126
                                 (858) 549-6340
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)


                             2000 STOCK OPTION PLAN
                              EMPLOYMENT AGREEMENT
                            (Full title of the plans)


                                   Howard Hill
                             Chief Executive Officer
                               RF INDUSTRIES, LTD.
                                7620 Miramar Road
                               San Diego, CA 92126
                                 (858) 549-6340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                          Timothy J. Fitzpatrick, Esq.
                    Procopio, Cory, Hargreaves & Savitch LLP
                            530 B Street, Suite 2100
                               San Diego, CA 92101
                                 (619) 238-1900


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

---------------------------- ---------------------- ----------------------- --------------------------- -----------------------
TITLE OF EACH CLASS OF                              PROPOSED MAXIMUM        PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED                         OFFERING PRICE SHARE    AGGREGATE OFFERING PRICE    AMOUNT OF
                             AMOUNT TO BE           (2)                     (2)                         REGISTRATION FEE
                             REGISTERED(1)
---------------------------- ---------------------- ----------------------- --------------------------- -----------------------
<S>                          <C>                    <C>                     <C>                         <C>

Common Stock                 $420,000               $1.50- $3.90            $1,398,000                  $349.50
                             --------
no par value
---------------------------- ---------------------- ----------------------- --------------------------- -----------------------
</TABLE>

(1)  This  registration  statement  shall  also cover any  additional  shares of
     common  stock which may become  issuable  under the 2000 Option Plan or the
     Employment  Agreement  by  reason  of  any  stock  dividend,  stock  split,
     recapitalization  or any other  similar  transaction  effected  without the
     receipt of consideration  which results in an increase in the number of the
     Registrant's outstanding shares of common stock.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457.  The price per share and  aggregate
     offering  price are based  upon (a) the  average  of the high and low sales
     price of  Registrant's  Common  Stock on May 29,  2001 as  reported  in the
     NASDAQ Small Cap Market for shares  issuable under the Company's 2000 Stock
     Option Plan;  and (b) the actual  exercise  price for shares subject to the
     Employment  Agreement.  The following  chart shows the  calculation  of the
     registration fee.

<TABLE>
<CAPTION>

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

                                                         OFFERING PRICE     AGGREGATE
TYPES OF SHARES                   NUMBER OF SHARES       PER SHARE          OFFERING PRICE
<S>                               <C>                    <C>                <C>
Shares available for grant        320,000                $3.90              $1,248,000
under 2000 Stock Option Plan

Shares issuable under the         100,000                $1.50                $150,000
Employment Agreement
-------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents  filed by RF Industries,  Ltd. (the  "Registrant")
with the Securities and Exchange  Commission are  incorporated by reference into
this Registration Statement:

     a) The  Registrant's  latest annual report on Form 10-KSB filed pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Registrant's latest prospectus filed pursuant
to Rule 424(b) under the  Securities  Act of 1933,  as amended (the  "Securities
Act"),  that  contains  audited   consolidated   financial  statements  for  the
Registrant's  latest fiscal year for which such  statements  have been filed, or
(2) the Registrant's  effective  registration statement on Form 10 or 20-F filed
under the Exchange Act containing audited consolidated  financial statements for
the Registrant's latest fiscal year.

     b) All other  reports  filed  pursuant  to  Sections  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     c) The description of the Registrant's Common Stock which is contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection  1 of  Section  78.7302 of the Nevada  General  Corporation  Law
("NGCL")  provides that a  corporation  may indemnify any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (except in an action brought by or on behalf of the  corporation)
if  that  person  is or  was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses,  including attorneys' fees, judgments,  fines and amounts paid
in settlement actually and reasonably incurred by that person in connection with
such  action,  suit or  proceeding,  if that person acted in good faith and in a
manner  which that person  reasonably  believed to be in, or not opposed to, the

<PAGE>


best interests of the  corporation,  and, with respect to any criminal action or
proceedings,  had no reasonable  cause to believe his conduct was unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo contendere or its equivalent,  alone, does not
create a  presumption  that the person did not act in good faith and in a manner
which the  person  reasonably  believed  to be in, or not  opposed  to, the best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, the person had reasonable cause to believe his action was unlawful.

     Subsection 2 of Section 78.7502 of the NGCL provides that a corporation may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed  action or suit brought by or on behalf
of the  corporation  to procure a judgment in its favor because the person acted
in any of the capacities set forth above,  against  expenses,  including amounts
paid in settlement and attorneys' fees, actually and reasonably incurred by that
person in  connection  with the defense or settlement of such action or suit, if
the personal acted in accordance with the standard set forth above,  except that
no  indemnification  may be made in respect of any claim,  issue or matter as to
which such person shall have been adjudged by a court of competent  jurisdiction
after exhaustion of all appeals therefrom to be liable to the corporation or for
amounts paid in settlement to the corporation unless and only to the extent that
the court in which such action or suit was  brought or other court of  competent
jurisdiction determines that, in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court deems proper.

     Section 78.751 of the NGCL provides that unless  indemnification is ordered
by a court,  the  determination to provide  indemnification  must be made by the
stockholders,  by a majority vote of a quorum of the board of directors who were
not parties to the action, suit or proceeding,  or in specified circumstances by
independent  legal counsel in a written  opinion.  In addition,  the articles of
incorporation,  bylaws or an agreement made by the  corporation  may provide for
the  payment of the  expenses  of a  director  or  officer  of the  expenses  of
defending  an action as incurred  upon  receipt of an  undertaking  to repay the
amount if it is ultimately determined by a court of competent  jurisdiction that
the  person  is not  entitled  to  indemnification.  Section  78.751 of the NGCL
further  provides that, to the extent a director or officer of a corporation has
been  successful on the merits or otherwise in the defenses of any action,  suit
or proceeding  referred to in  subsection  (1) and (2), or in the defense of any
claim,  issue or  matter  therein,  that  person  shall be  indemnified  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by that
person in connection  therewith;  that  indemnification  provided for by Section
78.751 of the NGCL shall not be deemed  exclusive  of any other  rights to which
the  indemnified  party may be  entitled  and that the scope of  indemnification
shall continue as to directors, officers, employees or agents who have ceased to
hold such positions, and to their heirs, executors and administrators.

     Finally,  Section  78.752  of the  NGCL  provides  that a  corporation  may
purchase and maintain  insurance on behalf of a director,  officer,  employee or
agent of the corporation  against any liability asserted against him or incurred
by him in any such  capacity or arising out of his status as such whether or not
the  corporation  would  have  the  authority  to  indemnify  him  against  such
liabilities and expenses.

     Article XV of the Company's Articles of Incorporation, as amended, provides
for the indemnification of directors, employees and agents to the fullest extent
permissible under Nevada law. This Article also provides for the indemnification
of officers, directors and third parties acting on behalf of the Company if such
person acted in good faith and in a manner reasonably  believed to be in and not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or proceeding, the indemnified party had no reason to believe his conduct
was unlawful.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

<PAGE>


ITEM 8.       EXHIBITS.

        Exhibit No.        Description

               5.1         Opinion of Procopio, Cory, Hargreaves & Savitch LLP

              23.1         Consent of J. H. Cohn LLP

              23.2         Consent of Procopio, Cory, Hargreaves & Savitch LLP
                           (included in Exhibit 5.1)

              24.1         Power of Attorney (included on signature page)

              99.1         2000 Stock Option Plan (1)

              99.2         Employment Agreement (1)

(1)  Previously filed as an exhibit to the Registrant's  Form 10-QSB filed March
     23, 2001, and incorporated herein by reference.

ITEM 9.       UNDERTAKINGS.

(a)      Rule 415 Offering.

                  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Commission  pursuant to Rule 424(b)  (Section  230.424(b)) if, in
the  aggregate,  the  changes in volume and price  represent  no more than a 20%
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  this
Registration  Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

<PAGE>

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

  (b) Filings Incorporating Subsequent Exchange Act Documents By Reference.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Diego, State of California, on May 11, 2001.
RF INDUSTRIES, LTD.


                               By: /s/ Howard Hill
                                  ------------------------
                                   Howard Hill
                                   Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Howard  Hill  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                 Title                                     Date
---------                 ------                                    -----

/s/ Howard Hill           Chief Executive Officer and Director      May 11, 2001
--------------------      (Principal Executive Officer)
Howard Hill



/s/ Henry E. Hooper       Director                                  May 11, 2001
---------------------
Henry E. Hooper


/s/ John Ehret            Director                                  May 11, 2001
---------------------
John Ehret


/s/ Robert Jacobs         Director                                  May 11, 2001
--------------------
Robert Jacobs


/s/ Terrie Gross          Chief Accounting Officer,                 May 11, 2001
--------------------      Treasurer and Secretary
Terrie Gross              (Principal Financial Officer)



<PAGE>


                                   EXHIBIT 5.1

               OPINION OF PROCOPIO, CORY, HARGREAVES & SAVITCH LLP

                                  June 1, 2001

RF Industries, Ltd.
7620 Miramar Road
San Diego, CA 92126

Ladies and Gentlemen:

     You  have  requested  our  opinion  with  respect  to  certain  matters  in
connection  with the filing by RF Industries,  Ltd., a Nevada  corporation  (the
"Company"),   of  a  Registration  Statement  on  Form  S-8  (the  "Registration
Statement") with the Securities and Exchange Commission covering the offering of
up to an aggregate of 420,000  shares of the Company's  Common Stock,  $0.01 par
value (the  "Shares"),  pursuant to the  Company's  2000 Stock  Option Plan (the
"Option Plan") and the Employment Agreement with Terrie Gross effective November
5, 1999  (the  "Employment  Agreement").  This  opinion  is being  furnished  in
accordance with the requirements of Item 8 of Form S-8 and Item  601(b)(5)(i) of
Regulation S-K.

     In  connection  with  this  opinion,  we  have  examined  the  Registration
Statement,  the Option Plan, the  Employment  Agreement,  the Company's  Amended
Articles of  Incorporation  and  Bylaws,  as  amended,  and such other  records,
documents, certificates, memoranda and other instruments as we deem necessary as
a basis for the opinion  expressed  below.  We have assumed the  genuineness and
authenticity  of all documents  submitted to us as originals,  the conformity to
originals  of all  documents  submitted  to us as  copies  thereof  and  the due
execution and delivery of all  documents  where due execution and delivery are a
prerequisite to the effectiveness thereof.

     On the basis of the foregoing, and in reliance thereon, we are of the
opinion that, if, as and when the Shares have been issued and sold (and the
consideration for which the board of directors authorized the issuance of the
shares has been received) pursuant to the provisions of stock option agreements
duly authorized under the Option Plan or in accordance with the Employment
Agreement, and in accordance with the Registration Statement, such shares will
be validly issued, fully paid, and nonassessable.

     This opinion  letter is rendered as of the date first  written above and we
disclaim  any  obligation  to  advise  you of  facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by
implication or otherwise,  as to any other matters relating to the Company,  the
Shares, the Option Plan or the Employment Agreement.

                                    Very truly yours,

                                    /s/ PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
                                    --------------------------------------------
                                    PROCOPIO, CORY, HARGREAVES & SAVITCH LLP








                                    EX 5.1-1

<PAGE>



                                  EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this  registration  statement of
RF  Industries,  Ltd. on Form S-8 of our report  dated  January 5, 2001,  on the
financial statements of RF Industries,  Ltd. as of October 31, 2000, and for the
years ended October 31, 2000 and 1999, which report is included in the Company's
Annual Report on Form 10-KSB.



                                                           J. H. COHN LLP

San Diego, California
May 30, 2001















                                   EX 23.1-1
[{"type": "S-8", "sequence": "1", "filename": "s8finalcopy.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24869}]
{"company-data": {"conformed-name": "R F INDUSTRIES LTD", "cik": "0000740664", "assigned-sic": "3678", "irs-number": "880168936", "state-of-incorporation": "NV", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62188", "film-number": "1653288"}, "business-address": {"street1": "7610 MIRAMAR RD", "street2": "BLDG 6000", "city": "SAN DIEGO", "state": "CA", "zip": "92126-2313", "phone": "8585496340"}, "mail-address": {"street1": "7620 MIRAMAR RD #4100", "street2": "7620 MIRAMAR RD #4100", "city": "SAN DIEGO", "state": "CA", "zip": "92126-4202"}, "former-company": {"former-conformed-name": "CELLTRONICS INC", "date-changed": "19910204"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2001
                              REGISTRATION NO. 333-
 ===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                  Nevada                          88-0168936
         (State or other jurisdiction          (I.R.S. Employer
      of incorporation or organization)      Identification Number)

                                7620 Miramar Road
                               San Diego, CA 92126
                                 (858) 549-6340
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                             2000 STOCK OPTION PLAN
                              EMPLOYMENT AGREEMENT
                            (Full title of the plans)

                                   Howard Hill
                             Chief Executive Officer
                               RF INDUSTRIES, LTD.
                                7620 Miramar Road
                               San Diego, CA 92126
                                 (858) 549-6340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                          Timothy J. Fitzpatrick, Esq.
                    Procopio, Cory, Hargreaves & Savitch LLP
                            530 B Street, Suite 2100
                               San Diego, CA 92101
                                 (619) 238-1900
CALCULATION OF REGISTRATION FEE

---------------------------- ---------------------- ----------------------- --------------------------- -----------------------
TITLE OF EACH CLASS OF                              PROPOSED MAXIMUM        PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED                         OFFERING PRICE SHARE    AGGREGATE OFFERING PRICE    AMOUNT OF
                             AMOUNT TO BE           (2)                     (2)                         REGISTRATION FEE
                             REGISTERED(1)
---------------------------- ---------------------- ----------------------- --------------------------- -----------------------
Common Stock                 $420,000               $1.50- $3.90            $1,398,000                  $349.50
                             --------
no par value
---------------------------- ---------------------- ----------------------- --------------------------- -----------------------
(1)  This  registration  statement  shall  also cover any  additional  shares of
     common  stock which may become  issuable  under the 2000 Option Plan or the
     Employment  Agreement  by  reason  of  any  stock  dividend,  stock  split,
     recapitalization  or any other  similar  transaction  effected  without the
     receipt of consideration  which results in an increase in the number of the
     Registrant's outstanding shares of common stock.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457.  The price per share and  aggregate
     offering  price are based  upon (a) the  average  of the high and low sales
     price of  Registrant's  Common  Stock on May 29,  2001 as  reported  in the
     NASDAQ Small Cap Market for shares  issuable under the Company's 2000 Stock
     Option Plan;  and (b) the actual  exercise  price for shares subject to the
     Employment  Agreement.  The following  chart shows the  calculation  of the
     registration fee.
------------------------------------------------------------------------------------------

                                                         OFFERING PRICE     AGGREGATE
TYPES OF SHARES                   NUMBER OF SHARES       PER SHARE          OFFERING PRICE
Shares available for grant        320,000                $3.90              $1,248,000
under 2000 Stock Option Plan

Shares issuable under the         100,000                $1.50                $150,000
Employment Agreement
-------------------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents  filed by RF Industries,  Ltd. (the  "Registrant")
with the Securities and Exchange  Commission are  incorporated by reference into
this Registration Statement:

     a) The  Registrant's  latest annual report on Form 10-KSB filed pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Registrant's latest prospectus filed pursuant
to Rule 424(b) under the  Securities  Act of 1933,  as amended (the  "Securities
Act"),  that  contains  audited   consolidated   financial  statements  for  the
Registrant's  latest fiscal year for which such  statements  have been filed, or
(2) the Registrant's  effective  registration statement on Form 10 or 20-F filed
under the Exchange Act containing audited consolidated  financial statements for
the Registrant's latest fiscal year.

     b) All other  reports  filed  pursuant  to  Sections  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     c) The description of the Registrant's Common Stock which is contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection  1 of  Section  78.7302 of the Nevada  General  Corporation  Law
("NGCL")  provides that a  corporation  may indemnify any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (except in an action brought by or on behalf of the  corporation)
if  that  person  is or  was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses,  including attorneys' fees, judgments,  fines and amounts paid
in settlement actually and reasonably incurred by that person in connection with
such  action,  suit or  proceeding,  if that person acted in good faith and in a
manner  which that person  reasonably  believed to be in, or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceedings,  had no reasonable  cause to believe his conduct was unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo contendere or its equivalent,  alone, does not
create a  presumption  that the person did not act in good faith and in a manner
which the  person  reasonably  believed  to be in, or not  opposed  to, the best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, the person had reasonable cause to believe his action was unlawful.

     Subsection 2 of Section 78.7502 of the NGCL provides that a corporation may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed  action or suit brought by or on behalf
of the  corporation  to procure a judgment in its favor because the person acted
in any of the capacities set forth above,  against  expenses,  including amounts
paid in settlement and attorneys' fees, actually and reasonably incurred by that
person in  connection  with the defense or settlement of such action or suit, if
the personal acted in accordance with the standard set forth above,  except that
no  indemnification  may be made in respect of any claim,  issue or matter as to
which such person shall have been adjudged by a court of competent  jurisdiction
after exhaustion of all appeals therefrom to be liable to the corporation or for
amounts paid in settlement to the corporation unless and only to the extent that
the court in which such action or suit was  brought or other court of  competent
jurisdiction determines that, in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court deems proper.

     Section 78.751 of the NGCL provides that unless  indemnification is ordered
by a court,  the  determination to provide  indemnification  must be made by the
stockholders,  by a majority vote of a quorum of the board of directors who were
not parties to the action, suit or proceeding,  or in specified circumstances by
independent  legal counsel in a written  opinion.  In addition,  the articles of
incorporation,  bylaws or an agreement made by the  corporation  may provide for
the  payment of the  expenses  of a  director  or  officer  of the  expenses  of
defending  an action as incurred  upon  receipt of an  undertaking  to repay the
amount if it is ultimately determined by a court of competent  jurisdiction that
the  person  is not  entitled  to  indemnification.  Section  78.751 of the NGCL
further  provides that, to the extent a director or officer of a corporation has
been  successful on the merits or otherwise in the defenses of any action,  suit
or proceeding  referred to in  subsection  (1) and (2), or in the defense of any
claim,  issue or  matter  therein,  that  person  shall be  indemnified  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by that
person in connection  therewith;  that  indemnification  provided for by Section
78.751 of the NGCL shall not be deemed  exclusive  of any other  rights to which
the  indemnified  party may be  entitled  and that the scope of  indemnification
shall continue as to directors, officers, employees or agents who have ceased to
hold such positions, and to their heirs, executors and administrators.

     Finally,  Section  78.752  of the  NGCL  provides  that a  corporation  may
purchase and maintain  insurance on behalf of a director,  officer,  employee or
agent of the corporation  against any liability asserted against him or incurred
by him in any such  capacity or arising out of his status as such whether or not
the  corporation  would  have  the  authority  to  indemnify  him  against  such
liabilities and expenses.

     Article XV of the Company's Articles of Incorporation, as amended, provides
for the indemnification of directors, employees and agents to the fullest extent
permissible under Nevada law. This Article also provides for the indemnification
of officers, directors and third parties acting on behalf of the Company if such
person acted in good faith and in a manner reasonably  believed to be in and not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or proceeding, the indemnified party had no reason to believe his conduct
was unlawful.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
ITEM 8.       EXHIBITS.

        Exhibit No.        Description

               5.1         Opinion of Procopio, Cory, Hargreaves & Savitch LLP

              23.1         Consent of J. H. Cohn LLP

              23.2         Consent of Procopio, Cory, Hargreaves & Savitch LLP
                           (included in Exhibit 5.1)

              24.1         Power of Attorney (included on signature page)

              99.1         2000 Stock Option Plan (1)

              99.2         Employment Agreement (1)

(1)  Previously filed as an exhibit to the Registrant's  Form 10-QSB filed March
     23, 2001, and incorporated herein by reference.

ITEM 9.       UNDERTAKINGS.

(a)      Rule 415 Offering.

                  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Commission  pursuant to Rule 424(b)  (Section  230.424(b)) if, in
the  aggregate,  the  changes in volume and price  represent  no more than a 20%
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  this
Registration  Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

  (b) Filings Incorporating Subsequent Exchange Act Documents By Reference.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Diego, State of California, on May 11, 2001.
RF INDUSTRIES, LTD.

                               By: /s/ Howard Hill
                                  ------------------------
                                   Howard Hill
                                   Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Howard  Hill  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                 Title                                     Date
---------                 ------                                    -----

/s/ Howard Hill           Chief Executive Officer and Director      May 11, 2001
--------------------      (Principal Executive Officer)
Howard Hill

/s/ Henry E. Hooper       Director                                  May 11, 2001
---------------------
Henry E. Hooper

/s/ John Ehret            Director                                  May 11, 2001
---------------------
John Ehret

/s/ Robert Jacobs         Director                                  May 11, 2001
--------------------
Robert Jacobs

/s/ Terrie Gross          Chief Accounting Officer,                 May 11, 2001
--------------------      Treasurer and Secretary
Terrie Gross              (Principal Financial Officer)
EXHIBIT 5.1

               OPINION OF PROCOPIO, CORY, HARGREAVES & SAVITCH LLP

                                  June 1, 2001

RF Industries, Ltd.
7620 Miramar Road
San Diego, CA 92126

Ladies and Gentlemen:

     You  have  requested  our  opinion  with  respect  to  certain  matters  in
connection  with the filing by RF Industries,  Ltd., a Nevada  corporation  (the
"Company"),   of  a  Registration  Statement  on  Form  S-8  (the  "Registration
Statement") with the Securities and Exchange Commission covering the offering of
up to an aggregate of 420,000  shares of the Company's  Common Stock,  $0.01 par
value (the  "Shares"),  pursuant to the  Company's  2000 Stock  Option Plan (the
"Option Plan") and the Employment Agreement with Terrie Gross effective November
5, 1999  (the  "Employment  Agreement").  This  opinion  is being  furnished  in
accordance with the requirements of Item 8 of Form S-8 and Item  601(b)(5)(i) of
Regulation S-K.

     In  connection  with  this  opinion,  we  have  examined  the  Registration
Statement,  the Option Plan, the  Employment  Agreement,  the Company's  Amended
Articles of  Incorporation  and  Bylaws,  as  amended,  and such other  records,
documents, certificates, memoranda and other instruments as we deem necessary as
a basis for the opinion  expressed  below.  We have assumed the  genuineness and
authenticity  of all documents  submitted to us as originals,  the conformity to
originals  of all  documents  submitted  to us as  copies  thereof  and  the due
execution and delivery of all  documents  where due execution and delivery are a
prerequisite to the effectiveness thereof.

     On the basis of the foregoing, and in reliance thereon, we are of the
opinion that, if, as and when the Shares have been issued and sold (and the
consideration for which the board of directors authorized the issuance of the
shares has been received) pursuant to the provisions of stock option agreements
duly authorized under the Option Plan or in accordance with the Employment
Agreement, and in accordance with the Registration Statement, such shares will
be validly issued, fully paid, and nonassessable.

     This opinion  letter is rendered as of the date first  written above and we
disclaim  any  obligation  to  advise  you of  facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by
implication or otherwise,  as to any other matters relating to the Company,  the
Shares, the Option Plan or the Employment Agreement.

                                    Very truly yours,

                                    /s/ PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
                                    --------------------------------------------
                                    PROCOPIO, CORY, HARGREAVES & SAVITCH LLP

                                    EX 5.1-1
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  registration  statement of
RF  Industries,  Ltd. on Form S-8 of our report  dated  January 5, 2001,  on the
financial statements of RF Industries,  Ltd. as of October 31, 2000, and for the
years ended October 31, 2000 and 1999, which report is included in the Company's
Annual Report on Form 10-KSB.

                                                           J. H. COHN LLP

San Diego, California
May 30, 2001

                                   EX 23.1-1