As filed with the Securities and Exchange Commission on August 22, 1997.
                                                       
--------------------------------------------------------------------------------


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

               7610 Miramar Road, Bldg. 6000, San Diego, CA 92126
               (Address of Principal Executive Office) (Zip Code)
                                 --------------


                  Consulting Agreement dated February 13, 1996
                              (Full title of Plan)
                                 --------------

                                   Howard Hill
                          7610 Miramar Road, Bldg. 6000
                               San Diego, CA 92126
                     (Name and address of agent for service)

                                 (619) 549-6340
          (Telephone Number, Including Area Code, of Agent of Service)
                                 --------------

                        Copies of all correspondence to:
                             Timothy J. Fitzpatrick
                              Fisher Thurber, Ltd.
                        4225 Executive Square, Suite 1600
                         La Jolla, California 92037-1483
                                 (619) 535-9400
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                                                           Proposed
                                                     Proposed              Maximum
Title of                                             Maximum               Aggregate
Securities to be           Amount to be              Offering Price        Offering            Amount of
Registered                 Registered (1)            Per Share (2)         Price (2)           Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                        <C>                       <C>                   <C>                 <C>                     

Common Stock
no par value               50,000                    $ 2.8125              $ 140,625           $  42.61
                           shares
-------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant to Rule 457(h)  based on the average of the bid and ask prices
         of the Common  Stock of the  Company as  reported on August 14, 1997 on
         the OTC Bulletin Board.




<PAGE>


                               RF INDUSTRIES, LTD.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be filed with the Securities and Exchange  Commission  (the
Commission)  pursuant to  Form S-8 adopted  under the Securities Act of 1933, as
amended (the Securities Act).

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents  filed  by RF Industries,  Ltd. (the Company) with
the  Commission  pursuant to the Securities and Exchange Act of 1934, as amended
(the Exchange Act), are incorporated herein by reference:

     A. The  Companys  Annual  Report on  Form  10-KSB for the fiscal year ended
October 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

     B. The Quarterly  Reports on Form 10-QSB for the quarters ended January 31,
1997 and April 30, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act  since  the end of the  fiscal  year  covered  by the  registrants  document
referred to in (a) above.

     C. The  description  of the  common  stock,  no par value,  of the  Company
contained in a  registration  statement  filed under  Section 12 of the Exchange
Act,  including any amendments or reports filed for the purpose of updating such
description.

     All documents which the Company files pursuant to Sections 13(a), 13(c), 14
and  15(d) of the  Exchange  Act,  subsequent  to 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
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part thereof from the date of the filing of
such documents.

ITEM 4.    DESCRIPTION OF SECURITIES

           Inapplicable

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL

           Inapplicable


                                        1


<PAGE>


ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The statutes,  charter provisions,  Bylaw,  Indemnification  Agreement,  or
other arrangement under which any controlling person, director or officer of the
Registrant is insured or indemnified  in any manner against any liability  which
he may incur in his capacity as such, are as follows:

      The  registrants  Articles  of  Incorporation,   as  amended  provide  the
corporation shall indemnify,  to the fullest extent permitted by law, 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  an  action by or in the right of the
corporation,  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys fees,  judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
corporation  shall also indemnify,  to the fullest extent  permitted by law, 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 by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he 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,  partnership,  joint  venture,  trust  or other
enterprise against expenses,  including attorneys  fees, actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner which he  reasonably  believed to
be in or not opposed to the best interests of the corporation.

     Mr. Jack Benz,  a director  of the  Company is party to an  Indemnification
Agreement  with the  Company  dated  April  18,  1990.  Under  the  terms of the
Indemnification  Agreement  the  Company  will  pay on  behalf  of Mr.  Benz any
expenses  which Mr. Benz actually and reasonably  incurs in connection  with any
claim made  against Mr. Benz on account of any act or omission by Mr. Benz while
acting in his capacity as a director or officer of the  Company,  so long as Mr.
Benz acted in good faith and in a manner which he  reasonably  believed to be in
or not opposed to the best interest of the Company.  The Company is obligated to
pay expenses,  including  attorneys fees,  judgments,  fines and amounts paid in
settlement of such claims made against Mr. Benz, for which under  applicable law
a Nevada  corporation  may  indemnify  Mr.  Benz,  as such law  exists or may be
amended from time to time.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                  Inapplicable.




                                        2


<PAGE>


ITEM 8.    EXHIBITS.

        The following exhibits are filed pursuant to Item 601 of Regulation S-K:

            EXHIBIT NO.                            TITLE

               3.1              Articles of Incorporation and Amendments thereto
                                as filed with the Nevada Secretary of State. (1)

               3.2              Bylaws of the Registrant. (1)

               4.1              Consulting Agreement with Neil G. Berkman dated
                                February 13,1996.  (2)

               5.1              Opinion of Fisher Thurber LLP including consent
                                of such counsel. (2)

               23.1             Consent of J.H. Cohn LLP  (2)

               23.2             Consent of Fisher Thurber LLP
                                (Included in Exhibit 5.1) (2)

_______________________

(1)        Incorporated by reference to the exhibits filed with the Form 10-K
           (File No. 0-13301) filed on August 2, 1987.

(2)        Filed herewith.


ITEM 9.    UNDERTAKINGS.

A.     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 of 1933, as amended (the Act);

                     (ii)  To reflect in  the prospectus  any  facts  or  events
                arising after the effective date of this registration  statement
                (or  the  most recent  post-effective  amendment  hereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this registration statement;



                                        3

<PAGE>


                     (iii)   To include any material information with respect to
                  the  plan of distribution  not  previously  disclosed  in  the
                  registration statement or any material change to such informa-
                  tion in the registration statement;

unless, with respect to paragraphs (i) and (ii), the information  required to be
included in a post-  effective  amendment  by those  paragraphs  is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  as amended  ( the Exchange  Act ),   that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  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.

     (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. The undersigned  registrant  hereby  undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
registrants   annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plans  annual  report  pursuant  to  section   15(d)  of  the
Securities  Exchange  Act of 1934)  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.

     C. Insofar as indemnification  of 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 Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.




                                        4

<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
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 the ______ day of
August, 1997.


RF INDUSTRIES, LTD.


BY:        /s/ Howard F. Hill
           Howard F. Hill, President

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.


     SIGNATURES               TITLE                    DATE


    /s/ Howard F. Hill     President, CEO          August 22, 1997
                           and Director


    /s/ Terrie A. Gross    CFO                     August 22, 1997

    /s/ Jack A. Benz       Director                August 22, 1997


    /s/ John R. Ehret      Director                August 22, 1997


    /s/ Robert Jacobs      Director                August 22, 1997


                                        5


<PAGE>



                                    FORM S-8

                               RF INDUSTRIES, LTD.

                                  EXHIBIT INDEX

    
                                                                    SEQUENTIALLY
EXHIBIT                                                               NUMBERED
NUMBER                     DESCRIPTION                                  PAGE

4.1          Consulting Agreement dated February 13, 1996 with
             Neil G. Berkman...............................................9

5.1          Opinion of Fisher Thurber LLP dated August 18, 1997..........12

23.1         Consent of J.H. Cohn LLP.....................................15

23.2         Consent of Fisher Thurber LLP
             (Included in Exhibit 5).....................................
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15937}]
{"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": "333-34095", "film-number": "97667725"}, "business-address": {"street1": "7610 MIRAMAR RD", "street2": "BLDG 4100", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195496340"}, "mail-address": {"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 August 22, 1997.
                                                       
--------------------------------------------------------------------------------

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

               7610 Miramar Road, Bldg. 6000, San Diego, CA 92126
               (Address of Principal Executive Office) (Zip Code)
                                 --------------

                  Consulting Agreement dated February 13, 1996
                              (Full title of Plan)
                                 --------------

                                   Howard Hill
                          7610 Miramar Road, Bldg. 6000
                               San Diego, CA 92126
                     (Name and address of agent for service)

                                 (619) 549-6340
          (Telephone Number, Including Area Code, of Agent of Service)
                                 --------------

                        Copies of all correspondence to:
                             Timothy J. Fitzpatrick
                              Fisher Thurber, Ltd.
                        4225 Executive Square, Suite 1600
                         La Jolla, California 92037-1483
                                 (619) 535-9400
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                                                           Proposed
                                                     Proposed              Maximum
Title of                                             Maximum               Aggregate
Securities to be           Amount to be              Offering Price        Offering            Amount of
Registered                 Registered (1)            Per Share (2)         Price (2)           Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock
no par value               50,000                    $ 2.8125              $ 140,625           $  42.61
                           shares
-------------------------------------------------------------------------------------------------------------------
(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant to Rule 457(h)  based on the average of the bid and ask prices
         of the Common  Stock of the  Company as  reported on August 14, 1997 on
         the OTC Bulletin Board.
RF INDUSTRIES, LTD.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be filed with the Securities and Exchange  Commission  (the
Commission)  pursuant to  Form S-8 adopted  under the Securities Act of 1933, as
amended (the Securities Act).

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents  filed  by RF Industries,  Ltd. (the Company) with
the  Commission  pursuant to the Securities and Exchange Act of 1934, as amended
(the Exchange Act), are incorporated herein by reference:

     A. The  Companys  Annual  Report on  Form  10-KSB for the fiscal year ended
October 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

     B. The Quarterly  Reports on Form 10-QSB for the quarters ended January 31,
1997 and April 30, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act  since  the end of the  fiscal  year  covered  by the  registrants  document
referred to in (a) above.

     C. The  description  of the  common  stock,  no par value,  of the  Company
contained in a  registration  statement  filed under  Section 12 of the Exchange
Act,  including any amendments or reports filed for the purpose of updating such
description.

     All documents which the Company files pursuant to Sections 13(a), 13(c), 14
and  15(d) of the  Exchange  Act,  subsequent  to 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
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part thereof from the date of the filing of
such documents.

ITEM 4.    DESCRIPTION OF SECURITIES

           Inapplicable

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL

           Inapplicable

                                        1
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The statutes,  charter provisions,  Bylaw,  Indemnification  Agreement,  or
other arrangement under which any controlling person, director or officer of the
Registrant is insured or indemnified  in any manner against any liability  which
he may incur in his capacity as such, are as follows:

      The  registrants  Articles  of  Incorporation,   as  amended  provide  the
corporation shall indemnify,  to the fullest extent permitted by law, 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  an  action by or in the right of the
corporation,  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys fees,  judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
corporation  shall also indemnify,  to the fullest extent  permitted by law, 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 by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he 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,  partnership,  joint  venture,  trust  or other
enterprise against expenses,  including attorneys  fees, actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner which he  reasonably  believed to
be in or not opposed to the best interests of the corporation.

     Mr. Jack Benz,  a director  of the  Company is party to an  Indemnification
Agreement  with the  Company  dated  April  18,  1990.  Under  the  terms of the
Indemnification  Agreement  the  Company  will  pay on  behalf  of Mr.  Benz any
expenses  which Mr. Benz actually and reasonably  incurs in connection  with any
claim made  against Mr. Benz on account of any act or omission by Mr. Benz while
acting in his capacity as a director or officer of the  Company,  so long as Mr.
Benz acted in good faith and in a manner which he  reasonably  believed to be in
or not opposed to the best interest of the Company.  The Company is obligated to
pay expenses,  including  attorneys fees,  judgments,  fines and amounts paid in
settlement of such claims made against Mr. Benz, for which under  applicable law
a Nevada  corporation  may  indemnify  Mr.  Benz,  as such law  exists or may be
amended from time to time.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                  Inapplicable.

                                        2
ITEM 8.    EXHIBITS.

        The following exhibits are filed pursuant to Item 601 of Regulation S-K:

            EXHIBIT NO.                            TITLE

               3.1              Articles of Incorporation and Amendments thereto
                                as filed with the Nevada Secretary of State. (1)

               3.2              Bylaws of the Registrant. (1)

               4.1              Consulting Agreement with Neil G. Berkman dated
                                February 13,1996.  (2)

               5.1              Opinion of Fisher Thurber LLP including consent
                                of such counsel. (2)

               23.1             Consent of J.H. Cohn LLP  (2)

               23.2             Consent of Fisher Thurber LLP
                                (Included in Exhibit 5.1) (2)

_______________________

(1)        Incorporated by reference to the exhibits filed with the Form 10-K
           (File No. 0-13301) filed on August 2, 1987.

(2)        Filed herewith.

ITEM 9.    UNDERTAKINGS.

A.     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 of 1933, as amended (the Act);

                     (ii)  To reflect in  the prospectus  any  facts  or  events
                arising after the effective date of this registration  statement
                (or  the  most recent  post-effective  amendment  hereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this registration statement;

                                        3
(iii)   To include any material information with respect to
                  the  plan of distribution  not  previously  disclosed  in  the
                  registration statement or any material change to such informa-
                  tion in the registration statement;

unless, with respect to paragraphs (i) and (ii), the information  required to be
included in a post-  effective  amendment  by those  paragraphs  is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  as amended  ( the Exchange  Act ),   that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  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.

     (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. The undersigned  registrant  hereby  undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
registrants   annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plans  annual  report  pursuant  to  section   15(d)  of  the
Securities  Exchange  Act of 1934)  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.

     C. Insofar as indemnification  of 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 Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                        4
SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
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 the ______ day of
August, 1997.

RF INDUSTRIES, LTD.

BY:        /s/ Howard F. Hill
           Howard F. Hill, President

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.

     SIGNATURES               TITLE                    DATE

    /s/ Howard F. Hill     President, CEO          August 22, 1997
                           and Director

    /s/ Terrie A. Gross    CFO                     August 22, 1997

    /s/ Jack A. Benz       Director                August 22, 1997

    /s/ John R. Ehret      Director                August 22, 1997

    /s/ Robert Jacobs      Director                August 22, 1997

                                        5
FORM S-8

                               RF INDUSTRIES, LTD.

                                  EXHIBIT INDEX

    
                                                                    SEQUENTIALLY
EXHIBIT                                                               NUMBERED
NUMBER                     DESCRIPTION                                  PAGE

4.1          Consulting Agreement dated February 13, 1996 with
             Neil G. Berkman...............................................9

5.1          Opinion of Fisher Thurber LLP dated August 18, 1997..........12

23.1         Consent of J.H. Cohn LLP.....................................15

23.2         Consent of Fisher Thurber LLP
             (Included in Exhibit 5).....................................