As filed with the Securities and Exchange Commission on June 24, 1999.

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


                       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)

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


          Employment Agreement with Howard Hill dated January 21, 1998
          Employment Agreement with Richard LaFay dated January 1, 1998
         Employment Agreement with Leslie Perlman dated January 21, 1998
                              (Full title of Plan)

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


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

                                 (619) 549-6345
          (Telephone Number, Including Area Code, of Agent of Service)

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


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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum          Proposed Maximum           Amount of
    Title of Securities          Amount to be        Offering Price per        Aggregate Offering         Registration
      to be registered          registered(1)             Share (2)                 Price(2)                  Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                     <C>                      <C>
Common Stock no par
value.......................       700,000 shares           $1.84                  $1,288,000               $358.06
-------------------------------------------------------------------------------------------------------------------------
</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 June 23, 1999 on the
         Nasdaq SmallCap Market.



<PAGE>



                               RF INDUSTRIES, LTD.
                         700,000 SHARES OF COMMON STOCK

     The selling  stockholders  of RF  Industries,  Ltd.  ("RF")  listed in this
prospectus  may offer and resell up to 700,000  shares of RF common  stock under
this  prospectus.  All of the  shares  offered  hereunder  are to be sold by the
selling  stockholders.  We will not receive any of the proceeds from the sale of
the shares by the selling stockholders.

     The  selling  stockholders  acquired  the  shares  to  be  resold  in  this
Prospectus as part of their compensation from us. The selling  stockholders will
pay all sales commissions and similar expenses.

     Our common stock is traded on the Nasdaq  SmallCap  Market under the symbol
"RFIL." On June 7, 1999,  the last sale price of our common stock as reported on
the Nasdaq SmallCap Market was $1.84.

     THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.

     Neither  the  Securities  and  Exchange  Commission  ("SEC")  nor any state
securities  commission has approved or disapproved of these securities or passed
upon the  adequacy or accuracy of this  Prospectus.  Any  representation  to the
contrary is a criminal offense.

     See "Risk Factors"  beginning on Page 5 for a discussion of certain factors
that should be  considered  by  prospective  purchasers  of shares of our common
stock.

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


                  The date of this Prospectus is June 24, 1999.



<PAGE>



     In this Prospectus,  unless indicated otherwise, "RF," the "Company," "we,"
"us" and "our" refer to RF Industries, Ltd.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC.  You may  read and copy any  document  we file at the
public  reference  facilities  maintained by the SEC at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549  and at the  Regional  Offices  of the SEC at  Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661; and at 75
Park Place, New York, New York 10007.  Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our common stock is traded on
The Nasdaq  SmallCap  Market.  You may  inspect  reports  and other  information
concerning us at the offices of the National  Association of Securities Dealers,
Inc., Market Listing Section, 1735 K Street, N.W., Washington, D.C. 20006. These
filings and other information may also be inspected without charge at a Web site
maintained by the SEC. The address of the site is http://www.sec.gov.

                      INFORMATION INCORPORATED BY REFERENCE

     This Prospectus is part of a registration statement filed with the SEC. The
SEC allows us to "incorporate by reference" into this Prospectus the information
that we file with them, which means that we can disclose  important  information
to you by referring you to those  documents.  The  information  incorporated  by
reference is considered to be part of this  Prospectus,  and information that we
file later with the SEC before we file a  post-effective  amendment which states
all the securities we registered  were sold or which  deregisters all securities
that were not sold will automatically update and supersede this information.  We
are incorporating by reference the documents listed below and any future filings
as  described  in the  preceding  sentence  that we will make with the SEC under
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the sale of all the shares covered by this Prospectus.

     -    Our Annual Report on Form 10-KSB for the fiscal year ended October 31,
          1998 and all amendments thereto.

     -    Our 10-Q Quarterly Reports on Form 10-QSB filed for the quarters ended
          January 31, 1999 and April 30, 1999 and all amendments thereto.

     -    The  description  of our common stock  contained in RF's  registration
          statement on Form 10 and any amendments to that description.

     We will provide  without  charge to each person to whom this  Prospectus is
delivered,  upon oral or written request,  a copy of any or all of the foregoing
documents  incorporated  herein  by  reference  (other  than  exhibits  to  such
documents unless such exhibits are  specifically  incorporated by reference into
the  information  that  this  Prospectus  incorporates).  Written  or  telephone
requests  should be directed to RF Industries,  Ltd.,  7610 Miramar Road,  Bldg.
6000, San Diego, CA 92126, telephone number (619) 549-6345.

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this Prospectus or any supplement. RF has not authorized anyone else
to provide you with different  information.  The selling  stockholders  will not
make an offer of these shares in any state where the offer is not permitted. You
should not assume that the  information in this  Prospectus or any supplement is
accurate as of any date other than the date of those documents.


                                        3

<PAGE>



                           FORWARD LOOKING INFORMATION

     This  Prospectus,  including  the  information  incorporated  by  reference
herein, contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the  "Securities  Act"), and Section 21E
of the Exchange  Act. Our actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of the risk factors set
forth below. In particular,  please review the sections captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
annual  report on Form 10-KSB for the fiscal year ended October 31, 1998 and our
quarterly  report on Form 10-Q for the quarters ended January 31, 1999 and April
30, 1999, which reports are incorporated herein by reference and such section of
any subsequently filed Exchange Act reports. In connection with  forward-looking
statements  which appear in these  disclosures,  prospective  purchasers  of the
shares  offered hereby should  carefully  consider the factors set forth in this
Prospectus under "Risk Factors."

                SUMMARY INFORMATION REGARDING RF INDUSTRIES, LTD.

     We have two  operating  divisions,  the RF  Connector  Division  and the RF
Neulink Division.

RF Connector Division

     We are engaged through our RF Connector Division in the design, manufacture
and distribution of coaxial connectors used in radio communication  applications
as well as in computers,  test instruments,  PC (Personal  Computer) LANs (Local
Area Networks) and antenna devices. Our coaxial products are distributed through
approximately  70 domestic and  international  distributors.  RF  Connector  has
introduced various  subminiature cable connectors;  in series and between-series
adapters;  cellular connectors;  connectors for large diameter,  low-loss cables
and  corrugated  cable  applications.  RF  Connector  is  also  engaged  in  the
manufacturing and distribution of RF cable assemblies.  Our cable assemblies are
manufactured  for end  user  specifications  and are sold  through  distribution
arrangements  or  directly  to  major  OEM  (Original  Equipment   Manufacturer)
accounts.

RF Neulink Division

     We design  and  manufacture,  through  our RF  Neulink  Division,  wireless
digital  transmission  products,  commonly  known as RF data links and  wireless
modems. A few of the various  applications for these products include industrial
monitoring and control of remote sensors and devices  (SCADA),  wireless linking
of  remote  weather  and  seismic  sites,  multipoint  military  training  range
information  systems,  infrastructure  linking of public  safety  communications
networks and automatic vehicle location systems.

     We consider these  divisions to be operating in a single segment  involving
the design, manufacture and/or sale of communications equipment.

     Our principal  executive  office is located at 7610 Miramar Road,  Building
#6000, San Diego, California.

     A more complete  description of our business and its recent  activities can
be found in the documents described in "WHERE YOU CAN FIND MORE INFORMATION."


                                        4

<PAGE>



                                  RISK FACTORS

     You should  carefully  consider the risks  described below before making an
investment  decision.  The risks and  uncertainties  described below are not the
only ones facing our company.  Additional risks and  uncertainties not presently
known to us or that we currently  deem  immaterial  may also impair our business
operations.

     If any of the following  risks  actually  occur,  our  business,  financial
condition or results of operations could be materially  adversely  affected.  In
such case,  the trading price of our common stock could decline and you may lose
all or part of the money you paid to buy our common stock.

Technological Change

     As a result of rapid technological change in our industry,  our position in
existing  markets or other  markets  that we may enter can be eroded  rapidly by
product advances. The life cycles of our products are difficult to estimate. Our
growth  and future  financial  performance  depends in part upon our  ability to
improve  existing  products,  develop and  introduce new products that keep pace
with  technological  advances,  meet  changing  customer  needs and  respond  to
competitive  products.  We cannot  assure you that our existing  customers  will
continue to utilize our products,  that the  technologies  used by our customers
will  continue to employ our products or that new products  developed by us will
achieve market  acceptance.  Further,  shifts in demand for the technologies and
products of our customers may have an adverse effect on demand for our products.

Dependence on RF Connector Division Products

     Sales of RF Connector  division products accounted for approximately 79% of
our total sales for the fiscal year ended  October 31,  1999,  while sales of RF
Neulink division  products  accounted for approximately 21% for the same period.
We expect  the RF  Connector  division  products  to account  for a  significant
portion of our revenues for the near future.  Any factors such as competition or
technological  change adversely  affecting the pricing of, demand for, or market
acceptance  of our RF  Connector  products  until  such time,  if ever,  that RF
Neulink products constitute a more significant  percentage of our revenue, could
materially  adversely  affect our  business,  operating  results  and  financial
condition.

Cyclicality May Lead to Fluctuations in Demand

     Historically,  the communications  industry has been cyclical,  affected by
both general 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.  In  addition,  the life cycles of existing
communications   products  and  the  timing  of  new  product   development  and
introductions  can affect demand for  communications  components.  The connector
industry is expected to be subject to fluctuations in demand for products in the
future. Reduced demand for communication products or their components could have
a material  adverse  effect on us. As a result,  any  cyclical  downturn  in the
communications industry could have a material adverse effect on us.


                                       5

<PAGE>


Significant Competition

     The connector  industry is highly  competitive  and  fragmented,  with over
approximately  50  competitors.  We believe  that  competition  in our  targeted
segments is primarily based on quality, reliability, design capability, delivery
time and price.  Many of our current  potential  competitors  have much  greater
financial,  technical,  marketing and other resources than RF. As a result, they
may be able to respond more quickly to new or emerging  technologies and changes
in customer  needs.  They may also be able to devote  greater  resources  to the
development,  promotion  and sale of their  products  than we can. We may not be
able  to  compete  successfully  against  current  and  future  competitors.  In
addition,  competitive pressures faced by us may materially adversely affect our
business, operating results and financial condition.

Risks of Foreign Operations

     For the year ended October 31, 1998, export sales to our customers in South
America,  Canada,  Mexico,  Europe,  Australia,  the Middle  East and the Orient
accounted for approximately  19% of our sales.  Seasonal buying patterns in such
foreign markets,  changes in local economic or political  conditions,  worldwide
demand for  connector  products  and  changes  in  technology  could  impact our
products and sales and adversely affect us. Our RF Connector  division purchases
almost all of its connector  products from contract  manufacturers in Taiwan and
in the United  States,  and changes in quality,  price,  availability  or demand
could adversely affect us.

     Our  international  operations are subject to a variety of risks associated
with conducting business internationally,  including: (i) longer payment cycles;
(ii) problems in collecting accounts receivable;  (iii) fluctuations in currency
exchange rates; (iv) difficulties in managing international operations;  and (v)
increases in tariffs,  duties,  price controls,  or other  restrictions or trade
barriers imposed by foreign countries.  These factors could materially adversely
affect our business, operating results and financial conditions.

We Depend Significantly on Third Parties to Sell and Market Our Products

     We  market  our  RF  Connector  products   primarily  through   warehousing
distributors and original equipment manufacturers, and we market and sell our RF
Neulink products through  manufacturer  representatives,  system integrators and
original equipment  manufacturers ("OEM"). For the fiscal year ended October 31,
1991,  distributors  accounted for 75% of the RF Connector  division sales while
OEM's accounted for approximately 25% of sales of our RF Connector division.  We
may  not be able  to  attract  and  retain  a  sufficient  number  of  qualified
distributors  to successfully  market our RF Connector and other  products.  The
failure to  attract  and retain a  sufficient  number of OEM's and  distributors
could have a material  adverse effect on our business,  financial  condition and
results of operations.  Selling through  indirect  channels such as distributors
may  limit  our  contacts  with our  customers.  As a  result,  our  ability  to
accurately forecast sales, evaluate customer satisfaction and recognize emerging
customer requirements may be hindered.

Control by Principal Stockholders

     Officers  and  directors,  as of April 30,  1999,  own or could  own,  upon
exercise of options which are immediately  exercisable,  approximately  20.7% of
the outstanding  Common Stock of the Company.  Also, Hytek  International,  Inc.
owns  approximately  41.2%  of our  Common  Stock as of  April  30,  1999 and is
therefore  considered an affiliate.  Accordingly,  these parties will be able to
influence  the  outcome  of any  corporate  or  other  matter  submitted  to the
Company's stock holders for approval,  including any merger,  consolidation sale
of all or substantially  all of the Company's assets.  Such  concentrated  share
ownership  may  prevent or  discourage  potential  bids to acquire us unless the
terms are approved by the officers and directors.


                                        6

<PAGE>



Dependence on Key Personnel

     Our success will depend to a significant extent on the continued service of
our senior executives and certain other key employees,  including certain sales,
consulting, technical and marketing personnel. If we lost the services of one or
more  of our  key  executives  or  employees  (including  if one or  more of our
officers or employees decided to join a competitor or otherwise compete directly
or indirectly  with us), this could  materially  adversely  affect our business,
operating results, and financial condition.

Volatility of Trading Prices

     In the past  several  years the market  price of RF common stock has varied
greatly,  and the volume of RF common  stock  traded has  fluctuated  greatly as
well. These fluctuations often occur independently of any announcements by RF or
of general market fluctuations. We expect such fluctuations to continue. Factors
that may result in such fluctuations include:

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

     o    announcements of new products by RF or our competitors

     o    quarterly  fluctuations  in our  financial  results or the  results of
          other connector and communications-related  companies, including those
          of our direct competitors

     o    changes in  analysts'  estimates  of our  financial  performance,  the
          financial  performance of our competitors or the financial performance
          of connector and communications-related companies in general

     o    general conditions in the connector and communications industries

     o    changes in prices for our products or the products of our competitors

     o    changes  in our  revenue  growth  rates  or the  growth  rates  of our
          competitors

     o    sales of large blocks of RF common stock

     o    conditions in the financial markets in general

     In  addition,  the stock  market may from time to time  experience  extreme
price and volume  fluctuations.  Many  technology  companies in particular  have
experienced such  fluctuations.  Often such  fluctuations have been unrelated to
the operating  performance of the specific companies.  The market prices of RF's
common stock may experience significant fluctuations in the future.


                                       7

<PAGE>


                              SELLING STOCKHOLDERS

     The table  below sets  forth  certain  information  regarding  the  selling
stockholders  as of June 1,  1999.  The shares  are being  registered  to permit
public sales of the shares,  and the selling  stockholders  may offer the shares
for resale from time to time. See "Plan of Distribution."

     Except as described, the selling stockholders have not held any position or
office with, been employed by, or otherwise had a material  relationship with RF
or any of its  predecessors  or affiliates  within the past three years.  Howard
Hill has been our President and a Director  since 1993.  Leslie Perlman has been
the Vice  President of Sales and  Marketing of the RF Connector  Division  since
1998.  Richard LaFay has been the President of the RF Connector  Division  since
January 1997.

     The table  below sets forth the names of the selling  stockholders  and the
number of shares owned, directly and beneficially, by such stockholders.


Selling Stockholders       Number Beneficially Owned       Number Offered Hereby
--------------------       -------------------------       ---------------------
   Howard Hill                      453,660(1)                   500,000(2)
   Richard LaFay                     32,500(3)                   100,000
   Leslie Perlman                    32,500(4)                   100,000
                                    --------                     -------
   Total                            569,000                      700,000
                                    =======                      =======

(1)  Howard  Hill owns 26,000  shares of Common  Stock and options to acquire an
     additional  436,660 shares of Common Stock which are exercisable  within 60
     days hereof.

(2)  Howard  Hill has the right to acquire a total of  500,000  shares of Common
     Stock  pursuant to the terms of his  employment  agreement with the Company
     dated  January 21,  1998.  Options for the  purchase of 83,335  shares vest
     annually from July 6, 1993 through July 6, 1999.

(3)  Richard LaFay owns 10,000  shares of Common Stock,  an option to acquire an
     additional 22,500 shares of Common Stock exercisable within 60 days hereof,
     and an option pursuant to his employment agreement to acquire an additional
     77,500  shares of Common  Stock which is  exercisable  over the term of his
     employment agreement.

(4)  Leslie  Perlman owns an option to acquire  32,500 shares of Common Stock of
     the Company  exercisable  within 60 days hereof and an option to acquire an
     additional   77,500  shares  of  Common  Stock  which  is   exercisable  in
     installments over the term of his employment agreement.

     In recognition of the fact that investors may wish to be legally  permitted
to sell their  shares when they deem the sale to be  appropriate,  we have filed
with the SEC under the Securities  Act a Registration  Statement with respect to
the resale of the shares  from time to time and have  agreed to prepare and file
such  amendments  and  supplements  to  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective until the shares are no
longer   required  to  be  registered  for  the  sale  thereof  by  the  selling
stockholders.

     The  shares  being  offered  by the  selling  stockholders  hereunder  were
acquired in connection with their respective Employment Agreements.


                                        8

<PAGE>


                              PLAN OF DISTRIBUTION

     We are  registering  the shares on behalf of the selling  stockholders.  As
used in this  Prospectus,  "selling  stockholders"  includes  donees,  pledgees,
transferees or other successors in interest (including  corporate or partnership
distributees of the selling  stockholders  which are privately held corporations
or partnerships)  selling shares received from a named selling stockholder after
the  date of this  Prospectus.  We will  pay all  costs,  expenses  and  fees in
connection with the  registration  of the shares offered  hereby.  Any brokerage
commissions and similar selling expenses attributable to the sale of shares will
be paid by the selling stockholders.

     Sales of shares  may be made by selling  stockholders  from time to time in
one or more types of transactions  (which may include block transactions) on the
Nasdaq  SmallCap  Market or on any other  market on which our shares may then be
trading, in the over-the-counter market, in negotiated transactions, through put
or call  options  transactions  relating to the shares,  through  short sales of
shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale,  or at negotiated  prices.  Such  transactions  may or may not
involve brokers, dealers or underwriters.  The selling stockholders have advised
us  that  they  have  not  entered  into  any  agreements,   understandings   or
arrangements with any underwriters or broker-dealers regarding the sale of their
shares.  The selling  stockholders  have also advised us that no  underwriter or
coordinating  broker is acting in connection with the proposed sale of shares by
the  selling  stockholders,  however,  the selling  stockholders  may enter into
agreements,  understandings or arrangements with an underwriter or broker-dealer
regarding the sale of their shares in the future.

     The  selling  stockholders  may make sales by selling  shares  directly  to
purchasers or to or through  broker-dealers  or  underwriters,  which may act as
agents  or  principals.   These  broker-dealers  and  underwriters  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling stockholders and/or the purchasers of shares for whom the broker-dealers
and underwriters  may act as agents or to whom they sell as principal,  or both.
This  compensation  to a particular  broker-dealer  or  underwriter  might be in
excess of customary commissions.

     The  selling   stockholders  may  enter  into  hedging   transactions  with
broker-dealers  or  other  financial  institutions.   In  connection  with  such
transactions, broker-dealers or other financial institutions may engage in short
sales of our common  stock in the course of hedging  the  positions  they assume
with the  selling  stockholders.  The selling  stockholders  may also enter into
options  or  other   transactions   with   broker-dealers   or  other  financial
institutions  which  require  the  delivery  to  such  broker-dealers  or  other
financial   institutions  of  the  shares  offered  hereby,  which  shares  such
broker-dealers  or other  financial  institutions  may resell  pursuant  to this
Prospectus.

     The selling  stockholders an any broker-dealers or underwriters that act in
connection with the sale of shares might be deemed to be  "underwriters"  within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by  broker-dealers  or  underwriters  and any profit on the resale of the shares
sold by them  while  acting as  principals  might be  deemed to be  underwriting
discounts or  commissions  under the  Securities  Act. We may agree to indemnify
each selling  stockholder  against certain  liabilities,  including  liabilities
arising  under  the  Securities  Act.  The  selling  stockholders  may  agree to
indemnify any agent,  dealer,  broker-dealer or underwriter that participates in
transactions   involving  sales  of  the  shares  against  certain  liabilities,
including liabilities arising under the Securities Act.

     Because selling stockholders may be deemed to be "underwriters"  within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the Prospectus  delivery  requirements  of the Securities Act and the
rules promulgated thereunder. We have informed the selling stockholders that the
antimanipulative  provisions of Regulation M promulgated  under the Exchange Act
may apply to their sales in the market.


                                        9

<PAGE>

     Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that rule.

     All or any part of the shares  offered hereby may or may not be sold by the
selling stockholders.

                                 USE OF PROCEEDS

     We will not  receive an proceeds  from the sale of the common  stock by the
selling stockholders.

                                  LEGAL MATTERS

     The validity of the shares is being passed upon by Fisher  Thurber LLP, San
Diego, California.

                                     EXPERTS

     The  consolidated  financial  statements  incorporated by reference in this
Prospectus from RF Industries,  Ltd.'s Annual Report on Form 10-KSB for the year
ended October 31, 1998 have been audited by J.H. Cohn, LLP,  independent  public
accountants,  as  stated  in their  report  dated  December  3,  1998,  which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.



                                       10

<PAGE>


No  dealer,  salesman  or any  other  person  has  been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus.  If given or made, such information or  representations  must not be
relied upon as having been  authorized by the Company.  This Prospectus does not
constitute  an offer to sell or the  solicitation  of an offer to buy any of the
securities  other  than  the  securities  to which  it  relates,  or an offer or
solicitation of an offer to buy any of the securities to which it relates, or an
offer or solicitation to any person in any  jurisdiction  where such an offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
sale made hereunder  shall under any  circumstances  create an implication  that
information  contained  herein is correct as of any time  subsequent to the date
hereof.
                              ---------------------

                               TABLE OF CONTENTS
                                      Page
                                      -----
                   Where You Can Find More Information......3
                   Information Incorporated by Reference....3
                   Forward Looking Information..............4
                         Summary Information Regarding
                    RF Industries, Ltd.....................4
                   Risk Factors.............................5
                   Selling Stockholders.....................7
                   Plan of Distribution.....................8
                   Use of Proceeds.........................10
                   Legal Matters...........................10
                   Experts.................................10


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


                               RF INDUSTRIES, LTD.


                                     700,000
                             Shares of Common Stock



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

                                   PROSPECTUS
                                 --------------


                                  June 24, 1999


                                       11

<PAGE>

                               RF INDUSTRIES, LTD.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents and information  filed with the Commission are
hereby incorporated by reference in this Prospectus:

         (1) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ending October 31, 1998, filed pursuant to Section 13 of the Exchange Act.

         (2) The  Company's  Quarterly  Reports  on Form  10-Q for the  quarters
ending January 31, 1999 and April 30, 1999,  filed pursuant to Section 13 of the
Exchange Act.

         (3) The  description  o f the Company's  Common Stock  contained in the
Company's Registration Statement Form 8-A filed pursuant to Section 15(d) of the
Exchange Act.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  registered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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.

         The Company  believes it is the position of the Securities and Exchange
Commission  that insofar as the  foregoing  provisions  may  disclaim  liability
arising under the  Securities  Act of 1933,  such  provisions are against public
policy and, therefore, unenforceable.


                                      II-1

<PAGE>



ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         The issuance of the Options and the shares of Common  Stock  underlying
the Options being offered by the resale  prospectus  included herein were deemed
to be exempt from  registration  under the Securities Act in reliance on Section
4(2) of the  Securities  Act and/or  Regulation  D  promulgated  thereunder,  as
transactions by an issuer not involving a public offering.  Appropriate  legends
were and will be affixed to the share  certificates  and  instruments  issued in
such   transactions.   All  recipients  had  adequate   access,   through  their
relationship with the Company, to information about the Registrant.

ITEM 8.           EXHIBITS.


Exhibit
Number         Description

5.1            Opinion of counsel as to legality of securities being registered.
23.1           Consent of counsel (contained in Exhibit 5.1).
23.2           Consent of Independent Public Accountants.
24.1           Power of Attorney (see page II-4).

ITEM 9.           UNDERTAKINGS.

         A.       The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement 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
information in the 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 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 Company hereby  undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company'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.


                                      II-2

<PAGE>

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to law, the  Company's  Certificate  of  Incorporation,
Bylaws or indemnification  agreements, the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act of 1933 and is therefore  unenforceable.  In the
event that a claim for  indemnification against  such  liabilities  (other  than
the  payment by the Company of expenses incurred or paid by a director,  officer
or controlling person of the Company in a successful defense of any action, suit
or  proceeding)  is asserted by such director,  officer or controlling person in
connection  with  the securities  being  registered hereunder, the Company will,
unless  in the  opinion  of its counsel  the matter has  already been settled by
controlling  precedent,  submit  to  a court  of  appropriate  jurisdiction  the
question  of  whether such  indemnification  by it is against  public  policy as
expressed  in the  Securities Act of 1933  and  will  be  governed  by the final
adjudication of such issue.

                                   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 this 10th day of
June, 1999.

                                         RF INDUSTRIES, LTD.


                                         By:  /s/ Howard F. Hill
                                            ----------------------
                                              Howard F. Hill


                                      II-3

<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  THAT EACH PERSON WHOSE  SIGNATURE
APPEARS BELOW  CONSTITUTES  AND APPOINTS  HOWARD F. HILL AS HIS OR HER ATTORNEY-
IN-FACT,  WITH  FULL  POWER  OF  SUBSTITUTION  FOR  HIM OR HER  IN ANY  AND  ALL
CAPACITIES TO SIGN ANY  AMENDMENTS TO THIS  REGISTRATION  STATEMENT ON FORM S-8,
AND TO FILE THE SAME,  WITH EXHIBITS  THERETO AND OTHER  DOCUMENTS IN CONNECTION
THEREWITH,  WITH THE SECURITIES AND EXCHANGE  COMMISSION,  HEREBY  RATIFYING AND
CONFIRMING ALL THAT SAID ATTORNEY-IN-FACT,  OR HIS SUBSTITUTES,  MAY 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 BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.



        Signature                         Title                         Date

                           President and Chief Executive Officer
  /s/ Howard F. Hill       (Principal Executive Officer)           June 10, 1999
----------------------
 Howard F. Hill

                           Chief Financial Officer (Principal
  /s/ Terrie Gross         Financial and Accounting Officer)       June 10, 1999
---------------------
Terrie Gross


 /s/ John Ehret            Director                                June 10, 1999
----------------------
John Ehret


 /s/ Henry E. Hooper       Director                                June 10, 1999
----------------------
Henry E. Hooper


/s/ Robert Jacobs          Director                                June 10, 1999
---------------------
Robert Jacobs






                                      II-4

<PAGE>


                                INDEX TO EXHIBITS


      Exhibit
      Number                          Description

        5.1    Opinion of counsel as to legality of securities being registered
       23.1    Consent of counsel (contained in Exhibit 5.1)
       23.2    Consent of Independent Public Accountants
       24.1    Power of Attorney (contained on page II-4)



                                      II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 43016}]
{"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": "333-81453", "film-number": "99651603"}, "business-address": {"street1": "7610 MIRAMAR RD", "street2": "BLDG 6000", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195496340"}, "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 24, 1999.

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

                       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)

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

          Employment Agreement with Howard Hill dated January 21, 1998
          Employment Agreement with Richard LaFay dated January 1, 1998
         Employment Agreement with Leslie Perlman dated January 21, 1998
                              (Full title of Plan)

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

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

                                 (619) 549-6345
          (Telephone Number, Including Area Code, of Agent of Service)

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

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum          Proposed Maximum           Amount of
    Title of Securities          Amount to be        Offering Price per        Aggregate Offering         Registration
      to be registered          registered(1)             Share (2)                 Price(2)                  Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock no par
value.......................       700,000 shares           $1.84                  $1,288,000               $358.06
-------------------------------------------------------------------------------------------------------------------------
(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 June 23, 1999 on the
         Nasdaq SmallCap Market.
RF INDUSTRIES, LTD.
                         700,000 SHARES OF COMMON STOCK

     The selling  stockholders  of RF  Industries,  Ltd.  ("RF")  listed in this
prospectus  may offer and resell up to 700,000  shares of RF common  stock under
this  prospectus.  All of the  shares  offered  hereunder  are to be sold by the
selling  stockholders.  We will not receive any of the proceeds from the sale of
the shares by the selling stockholders.

     The  selling  stockholders  acquired  the  shares  to  be  resold  in  this
Prospectus as part of their compensation from us. The selling  stockholders will
pay all sales commissions and similar expenses.

     Our common stock is traded on the Nasdaq  SmallCap  Market under the symbol
"RFIL." On June 7, 1999,  the last sale price of our common stock as reported on
the Nasdaq SmallCap Market was $1.84.

     THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.

     Neither  the  Securities  and  Exchange  Commission  ("SEC")  nor any state
securities  commission has approved or disapproved of these securities or passed
upon the  adequacy or accuracy of this  Prospectus.  Any  representation  to the
contrary is a criminal offense.

     See "Risk Factors"  beginning on Page 5 for a discussion of certain factors
that should be  considered  by  prospective  purchasers  of shares of our common
stock.

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

                  The date of this Prospectus is June 24, 1999.
In this Prospectus,  unless indicated otherwise, "RF," the "Company," "we,"
"us" and "our" refer to RF Industries, Ltd.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC.  You may  read and copy any  document  we file at the
public  reference  facilities  maintained by the SEC at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549  and at the  Regional  Offices  of the SEC at  Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661; and at 75
Park Place, New York, New York 10007.  Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our common stock is traded on
The Nasdaq  SmallCap  Market.  You may  inspect  reports  and other  information
concerning us at the offices of the National  Association of Securities Dealers,
Inc., Market Listing Section, 1735 K Street, N.W., Washington, D.C. 20006. These
filings and other information may also be inspected without charge at a Web site
maintained by the SEC. The address of the site is http://www.sec.gov.

                      INFORMATION INCORPORATED BY REFERENCE

     This Prospectus is part of a registration statement filed with the SEC. The
SEC allows us to "incorporate by reference" into this Prospectus the information
that we file with them, which means that we can disclose  important  information
to you by referring you to those  documents.  The  information  incorporated  by
reference is considered to be part of this  Prospectus,  and information that we
file later with the SEC before we file a  post-effective  amendment which states
all the securities we registered  were sold or which  deregisters all securities
that were not sold will automatically update and supersede this information.  We
are incorporating by reference the documents listed below and any future filings
as  described  in the  preceding  sentence  that we will make with the SEC under
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the sale of all the shares covered by this Prospectus.

     -    Our Annual Report on Form 10-KSB for the fiscal year ended October 31,
          1998 and all amendments thereto.

     -    Our 10-Q Quarterly Reports on Form 10-QSB filed for the quarters ended
          January 31, 1999 and April 30, 1999 and all amendments thereto.

     -    The  description  of our common stock  contained in RF's  registration
          statement on Form 10 and any amendments to that description.

     We will provide  without  charge to each person to whom this  Prospectus is
delivered,  upon oral or written request,  a copy of any or all of the foregoing
documents  incorporated  herein  by  reference  (other  than  exhibits  to  such
documents unless such exhibits are  specifically  incorporated by reference into
the  information  that  this  Prospectus  incorporates).  Written  or  telephone
requests  should be directed to RF Industries,  Ltd.,  7610 Miramar Road,  Bldg.
6000, San Diego, CA 92126, telephone number (619) 549-6345.

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this Prospectus or any supplement. RF has not authorized anyone else
to provide you with different  information.  The selling  stockholders  will not
make an offer of these shares in any state where the offer is not permitted. You
should not assume that the  information in this  Prospectus or any supplement is
accurate as of any date other than the date of those documents.

                                        3
FORWARD LOOKING INFORMATION

     This  Prospectus,  including  the  information  incorporated  by  reference
herein, contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the  "Securities  Act"), and Section 21E
of the Exchange  Act. Our actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of the risk factors set
forth below. In particular,  please review the sections captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
annual  report on Form 10-KSB for the fiscal year ended October 31, 1998 and our
quarterly  report on Form 10-Q for the quarters ended January 31, 1999 and April
30, 1999, which reports are incorporated herein by reference and such section of
any subsequently filed Exchange Act reports. In connection with  forward-looking
statements  which appear in these  disclosures,  prospective  purchasers  of the
shares  offered hereby should  carefully  consider the factors set forth in this
Prospectus under "Risk Factors."

                SUMMARY INFORMATION REGARDING RF INDUSTRIES, LTD.

     We have two  operating  divisions,  the RF  Connector  Division  and the RF
Neulink Division.

RF Connector Division

     We are engaged through our RF Connector Division in the design, manufacture
and distribution of coaxial connectors used in radio communication  applications
as well as in computers,  test instruments,  PC (Personal  Computer) LANs (Local
Area Networks) and antenna devices. Our coaxial products are distributed through
approximately  70 domestic and  international  distributors.  RF  Connector  has
introduced various  subminiature cable connectors;  in series and between-series
adapters;  cellular connectors;  connectors for large diameter,  low-loss cables
and  corrugated  cable  applications.  RF  Connector  is  also  engaged  in  the
manufacturing and distribution of RF cable assemblies.  Our cable assemblies are
manufactured  for end  user  specifications  and are sold  through  distribution
arrangements  or  directly  to  major  OEM  (Original  Equipment   Manufacturer)
accounts.

RF Neulink Division

     We design  and  manufacture,  through  our RF  Neulink  Division,  wireless
digital  transmission  products,  commonly  known as RF data links and  wireless
modems. A few of the various  applications for these products include industrial
monitoring and control of remote sensors and devices  (SCADA),  wireless linking
of  remote  weather  and  seismic  sites,  multipoint  military  training  range
information  systems,  infrastructure  linking of public  safety  communications
networks and automatic vehicle location systems.

     We consider these  divisions to be operating in a single segment  involving
the design, manufacture and/or sale of communications equipment.

     Our principal  executive  office is located at 7610 Miramar Road,  Building
#6000, San Diego, California.

     A more complete  description of our business and its recent  activities can
be found in the documents described in "WHERE YOU CAN FIND MORE INFORMATION."

                                        4
RISK FACTORS

     You should  carefully  consider the risks  described below before making an
investment  decision.  The risks and  uncertainties  described below are not the
only ones facing our company.  Additional risks and  uncertainties not presently
known to us or that we currently  deem  immaterial  may also impair our business
operations.

     If any of the following  risks  actually  occur,  our  business,  financial
condition or results of operations could be materially  adversely  affected.  In
such case,  the trading price of our common stock could decline and you may lose
all or part of the money you paid to buy our common stock.

Technological Change

     As a result of rapid technological change in our industry,  our position in
existing  markets or other  markets  that we may enter can be eroded  rapidly by
product advances. The life cycles of our products are difficult to estimate. Our
growth  and future  financial  performance  depends in part upon our  ability to
improve  existing  products,  develop and  introduce new products that keep pace
with  technological  advances,  meet  changing  customer  needs and  respond  to
competitive  products.  We cannot  assure you that our existing  customers  will
continue to utilize our products,  that the  technologies  used by our customers
will  continue to employ our products or that new products  developed by us will
achieve market  acceptance.  Further,  shifts in demand for the technologies and
products of our customers may have an adverse effect on demand for our products.

Dependence on RF Connector Division Products

     Sales of RF Connector  division products accounted for approximately 79% of
our total sales for the fiscal year ended  October 31,  1999,  while sales of RF
Neulink division  products  accounted for approximately 21% for the same period.
We expect  the RF  Connector  division  products  to account  for a  significant
portion of our revenues for the near future.  Any factors such as competition or
technological  change adversely  affecting the pricing of, demand for, or market
acceptance  of our RF  Connector  products  until  such time,  if ever,  that RF
Neulink products constitute a more significant  percentage of our revenue, could
materially  adversely  affect our  business,  operating  results  and  financial
condition.

Cyclicality May Lead to Fluctuations in Demand

     Historically,  the communications  industry has been cyclical,  affected by
both general 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.  In  addition,  the life cycles of existing
communications   products  and  the  timing  of  new  product   development  and
introductions  can affect demand for  communications  components.  The connector
industry is expected to be subject to fluctuations in demand for products in the
future. Reduced demand for communication products or their components could have
a material  adverse  effect on us. As a result,  any  cyclical  downturn  in the
communications industry could have a material adverse effect on us.

                                       5
Significant Competition

     The connector  industry is highly  competitive  and  fragmented,  with over
approximately  50  competitors.  We believe  that  competition  in our  targeted
segments is primarily based on quality, reliability, design capability, delivery
time and price.  Many of our current  potential  competitors  have much  greater
financial,  technical,  marketing and other resources than RF. As a result, they
may be able to respond more quickly to new or emerging  technologies and changes
in customer  needs.  They may also be able to devote  greater  resources  to the
development,  promotion  and sale of their  products  than we can. We may not be
able  to  compete  successfully  against  current  and  future  competitors.  In
addition,  competitive pressures faced by us may materially adversely affect our
business, operating results and financial condition.

Risks of Foreign Operations

     For the year ended October 31, 1998, export sales to our customers in South
America,  Canada,  Mexico,  Europe,  Australia,  the Middle  East and the Orient
accounted for approximately  19% of our sales.  Seasonal buying patterns in such
foreign markets,  changes in local economic or political  conditions,  worldwide
demand for  connector  products  and  changes  in  technology  could  impact our
products and sales and adversely affect us. Our RF Connector  division purchases
almost all of its connector  products from contract  manufacturers in Taiwan and
in the United  States,  and changes in quality,  price,  availability  or demand
could adversely affect us.

     Our  international  operations are subject to a variety of risks associated
with conducting business internationally,  including: (i) longer payment cycles;
(ii) problems in collecting accounts receivable;  (iii) fluctuations in currency
exchange rates; (iv) difficulties in managing international operations;  and (v)
increases in tariffs,  duties,  price controls,  or other  restrictions or trade
barriers imposed by foreign countries.  These factors could materially adversely
affect our business, operating results and financial conditions.

We Depend Significantly on Third Parties to Sell and Market Our Products

     We  market  our  RF  Connector  products   primarily  through   warehousing
distributors and original equipment manufacturers, and we market and sell our RF
Neulink products through  manufacturer  representatives,  system integrators and
original equipment  manufacturers ("OEM"). For the fiscal year ended October 31,
1991,  distributors  accounted for 75% of the RF Connector  division sales while
OEM's accounted for approximately 25% of sales of our RF Connector division.  We
may  not be able  to  attract  and  retain  a  sufficient  number  of  qualified
distributors  to successfully  market our RF Connector and other  products.  The
failure to  attract  and retain a  sufficient  number of OEM's and  distributors
could have a material  adverse effect on our business,  financial  condition and
results of operations.  Selling through  indirect  channels such as distributors
may  limit  our  contacts  with our  customers.  As a  result,  our  ability  to
accurately forecast sales, evaluate customer satisfaction and recognize emerging
customer requirements may be hindered.

Control by Principal Stockholders

     Officers  and  directors,  as of April 30,  1999,  own or could  own,  upon
exercise of options which are immediately  exercisable,  approximately  20.7% of
the outstanding  Common Stock of the Company.  Also, Hytek  International,  Inc.
owns  approximately  41.2%  of our  Common  Stock as of  April  30,  1999 and is
therefore  considered an affiliate.  Accordingly,  these parties will be able to
influence  the  outcome  of any  corporate  or  other  matter  submitted  to the
Company's stock holders for approval,  including any merger,  consolidation sale
of all or substantially  all of the Company's assets.  Such  concentrated  share
ownership  may  prevent or  discourage  potential  bids to acquire us unless the
terms are approved by the officers and directors.

                                        6
Dependence on Key Personnel

     Our success will depend to a significant extent on the continued service of
our senior executives and certain other key employees,  including certain sales,
consulting, technical and marketing personnel. If we lost the services of one or
more  of our  key  executives  or  employees  (including  if one or  more of our
officers or employees decided to join a competitor or otherwise compete directly
or indirectly  with us), this could  materially  adversely  affect our business,
operating results, and financial condition.

Volatility of Trading Prices

     In the past  several  years the market  price of RF common stock has varied
greatly,  and the volume of RF common  stock  traded has  fluctuated  greatly as
well. These fluctuations often occur independently of any announcements by RF or
of general market fluctuations. We expect such fluctuations to continue. Factors
that may result in such fluctuations include:

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

     o    announcements of new products by RF or our competitors

     o    quarterly  fluctuations  in our  financial  results or the  results of
          other connector and communications-related  companies, including those
          of our direct competitors

     o    changes in  analysts'  estimates  of our  financial  performance,  the
          financial  performance of our competitors or the financial performance
          of connector and communications-related companies in general

     o    general conditions in the connector and communications industries

     o    changes in prices for our products or the products of our competitors

     o    changes  in our  revenue  growth  rates  or the  growth  rates  of our
          competitors

     o    sales of large blocks of RF common stock

     o    conditions in the financial markets in general

     In  addition,  the stock  market may from time to time  experience  extreme
price and volume  fluctuations.  Many  technology  companies in particular  have
experienced such  fluctuations.  Often such  fluctuations have been unrelated to
the operating  performance of the specific companies.  The market prices of RF's
common stock may experience significant fluctuations in the future.

                                       7
SELLING STOCKHOLDERS

     The table  below sets  forth  certain  information  regarding  the  selling
stockholders  as of June 1,  1999.  The shares  are being  registered  to permit
public sales of the shares,  and the selling  stockholders  may offer the shares
for resale from time to time. See "Plan of Distribution."

     Except as described, the selling stockholders have not held any position or
office with, been employed by, or otherwise had a material  relationship with RF
or any of its  predecessors  or affiliates  within the past three years.  Howard
Hill has been our President and a Director  since 1993.  Leslie Perlman has been
the Vice  President of Sales and  Marketing of the RF Connector  Division  since
1998.  Richard LaFay has been the President of the RF Connector  Division  since
January 1997.

     The table  below sets forth the names of the selling  stockholders  and the
number of shares owned, directly and beneficially, by such stockholders.

Selling Stockholders       Number Beneficially Owned       Number Offered Hereby
--------------------       -------------------------       ---------------------
   Howard Hill                      453,660(1)                   500,000(2)
   Richard LaFay                     32,500(3)                   100,000
   Leslie Perlman                    32,500(4)                   100,000
                                    --------                     -------
   Total                            569,000                      700,000
                                    =======                      =======

(1)  Howard  Hill owns 26,000  shares of Common  Stock and options to acquire an
     additional  436,660 shares of Common Stock which are exercisable  within 60
     days hereof.

(2)  Howard  Hill has the right to acquire a total of  500,000  shares of Common
     Stock  pursuant to the terms of his  employment  agreement with the Company
     dated  January 21,  1998.  Options for the  purchase of 83,335  shares vest
     annually from July 6, 1993 through July 6, 1999.

(3)  Richard LaFay owns 10,000  shares of Common Stock,  an option to acquire an
     additional 22,500 shares of Common Stock exercisable within 60 days hereof,
     and an option pursuant to his employment agreement to acquire an additional
     77,500  shares of Common  Stock which is  exercisable  over the term of his
     employment agreement.

(4)  Leslie  Perlman owns an option to acquire  32,500 shares of Common Stock of
     the Company  exercisable  within 60 days hereof and an option to acquire an
     additional   77,500  shares  of  Common  Stock  which  is   exercisable  in
     installments over the term of his employment agreement.

     In recognition of the fact that investors may wish to be legally  permitted
to sell their  shares when they deem the sale to be  appropriate,  we have filed
with the SEC under the Securities  Act a Registration  Statement with respect to
the resale of the shares  from time to time and have  agreed to prepare and file
such  amendments  and  supplements  to  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective until the shares are no
longer   required  to  be  registered  for  the  sale  thereof  by  the  selling
stockholders.

     The  shares  being  offered  by the  selling  stockholders  hereunder  were
acquired in connection with their respective Employment Agreements.

                                        8
PLAN OF DISTRIBUTION

     We are  registering  the shares on behalf of the selling  stockholders.  As
used in this  Prospectus,  "selling  stockholders"  includes  donees,  pledgees,
transferees or other successors in interest (including  corporate or partnership
distributees of the selling  stockholders  which are privately held corporations
or partnerships)  selling shares received from a named selling stockholder after
the  date of this  Prospectus.  We will  pay all  costs,  expenses  and  fees in
connection with the  registration  of the shares offered  hereby.  Any brokerage
commissions and similar selling expenses attributable to the sale of shares will
be paid by the selling stockholders.

     Sales of shares  may be made by selling  stockholders  from time to time in
one or more types of transactions  (which may include block transactions) on the
Nasdaq  SmallCap  Market or on any other  market on which our shares may then be
trading, in the over-the-counter market, in negotiated transactions, through put
or call  options  transactions  relating to the shares,  through  short sales of
shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale,  or at negotiated  prices.  Such  transactions  may or may not
involve brokers, dealers or underwriters.  The selling stockholders have advised
us  that  they  have  not  entered  into  any  agreements,   understandings   or
arrangements with any underwriters or broker-dealers regarding the sale of their
shares.  The selling  stockholders  have also advised us that no  underwriter or
coordinating  broker is acting in connection with the proposed sale of shares by
the  selling  stockholders,  however,  the selling  stockholders  may enter into
agreements,  understandings or arrangements with an underwriter or broker-dealer
regarding the sale of their shares in the future.

     The  selling  stockholders  may make sales by selling  shares  directly  to
purchasers or to or through  broker-dealers  or  underwriters,  which may act as
agents  or  principals.   These  broker-dealers  and  underwriters  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling stockholders and/or the purchasers of shares for whom the broker-dealers
and underwriters  may act as agents or to whom they sell as principal,  or both.
This  compensation  to a particular  broker-dealer  or  underwriter  might be in
excess of customary commissions.

     The  selling   stockholders  may  enter  into  hedging   transactions  with
broker-dealers  or  other  financial  institutions.   In  connection  with  such
transactions, broker-dealers or other financial institutions may engage in short
sales of our common  stock in the course of hedging  the  positions  they assume
with the  selling  stockholders.  The selling  stockholders  may also enter into
options  or  other   transactions   with   broker-dealers   or  other  financial
institutions  which  require  the  delivery  to  such  broker-dealers  or  other
financial   institutions  of  the  shares  offered  hereby,  which  shares  such
broker-dealers  or other  financial  institutions  may resell  pursuant  to this
Prospectus.

     The selling  stockholders an any broker-dealers or underwriters that act in
connection with the sale of shares might be deemed to be  "underwriters"  within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by  broker-dealers  or  underwriters  and any profit on the resale of the shares
sold by them  while  acting as  principals  might be  deemed to be  underwriting
discounts or  commissions  under the  Securities  Act. We may agree to indemnify
each selling  stockholder  against certain  liabilities,  including  liabilities
arising  under  the  Securities  Act.  The  selling  stockholders  may  agree to
indemnify any agent,  dealer,  broker-dealer or underwriter that participates in
transactions   involving  sales  of  the  shares  against  certain  liabilities,
including liabilities arising under the Securities Act.

     Because selling stockholders may be deemed to be "underwriters"  within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the Prospectus  delivery  requirements  of the Securities Act and the
rules promulgated thereunder. We have informed the selling stockholders that the
antimanipulative  provisions of Regulation M promulgated  under the Exchange Act
may apply to their sales in the market.

                                        9
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that rule.

     All or any part of the shares  offered hereby may or may not be sold by the
selling stockholders.

                                 USE OF PROCEEDS

     We will not  receive an proceeds  from the sale of the common  stock by the
selling stockholders.

                                  LEGAL MATTERS

     The validity of the shares is being passed upon by Fisher  Thurber LLP, San
Diego, California.

                                     EXPERTS

     The  consolidated  financial  statements  incorporated by reference in this
Prospectus from RF Industries,  Ltd.'s Annual Report on Form 10-KSB for the year
ended October 31, 1998 have been audited by J.H. Cohn, LLP,  independent  public
accountants,  as  stated  in their  report  dated  December  3,  1998,  which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

                                       10
No  dealer,  salesman  or any  other  person  has  been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus.  If given or made, such information or  representations  must not be
relied upon as having been  authorized by the Company.  This Prospectus does not
constitute  an offer to sell or the  solicitation  of an offer to buy any of the
securities  other  than  the  securities  to which  it  relates,  or an offer or
solicitation of an offer to buy any of the securities to which it relates, or an
offer or solicitation to any person in any  jurisdiction  where such an offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
sale made hereunder  shall under any  circumstances  create an implication  that
information  contained  herein is correct as of any time  subsequent to the date
hereof.
                              ---------------------

                               TABLE OF CONTENTS
                                      Page
                                      -----
                   Where You Can Find More Information......3
                   Information Incorporated by Reference....3
                   Forward Looking Information..............4
                         Summary Information Regarding
                    RF Industries, Ltd.....................4
                   Risk Factors.............................5
                   Selling Stockholders.....................7
                   Plan of Distribution.....................8
                   Use of Proceeds.........................10
                   Legal Matters...........................10
                   Experts.................................10

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

                               RF INDUSTRIES, LTD.

                                     700,000
                             Shares of Common Stock

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

                                   PROSPECTUS
                                 --------------

                                  June 24, 1999

                                       11
RF INDUSTRIES, LTD.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents and information  filed with the Commission are
hereby incorporated by reference in this Prospectus:

         (1) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ending October 31, 1998, filed pursuant to Section 13 of the Exchange Act.

         (2) The  Company's  Quarterly  Reports  on Form  10-Q for the  quarters
ending January 31, 1999 and April 30, 1999,  filed pursuant to Section 13 of the
Exchange Act.

         (3) The  description  o f the Company's  Common Stock  contained in the
Company's Registration Statement Form 8-A filed pursuant to Section 15(d) of the
Exchange Act.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  registered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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.

         The Company  believes it is the position of the Securities and Exchange
Commission  that insofar as the  foregoing  provisions  may  disclaim  liability
arising under the  Securities  Act of 1933,  such  provisions are against public
policy and, therefore, unenforceable.

                                      II-1
ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         The issuance of the Options and the shares of Common  Stock  underlying
the Options being offered by the resale  prospectus  included herein were deemed
to be exempt from  registration  under the Securities Act in reliance on Section
4(2) of the  Securities  Act and/or  Regulation  D  promulgated  thereunder,  as
transactions by an issuer not involving a public offering.  Appropriate  legends
were and will be affixed to the share  certificates  and  instruments  issued in
such   transactions.   All  recipients  had  adequate   access,   through  their
relationship with the Company, to information about the Registrant.

ITEM 8.           EXHIBITS.

Exhibit
Number         Description

5.1            Opinion of counsel as to legality of securities being registered.
23.1           Consent of counsel (contained in Exhibit 5.1).
23.2           Consent of Independent Public Accountants.
24.1           Power of Attorney (see page II-4).

ITEM 9.           UNDERTAKINGS.

         A.       The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement 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
information in the 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 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 Company hereby  undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company'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.

                                      II-2
C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to law, the  Company's  Certificate  of  Incorporation,
Bylaws or indemnification  agreements, the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act of 1933 and is therefore  unenforceable.  In the
event that a claim for  indemnification against  such  liabilities  (other  than
the  payment by the Company of expenses incurred or paid by a director,  officer
or controlling person of the Company in a successful defense of any action, suit
or  proceeding)  is asserted by such director,  officer or controlling person in
connection  with  the securities  being  registered hereunder, the Company will,
unless  in the  opinion  of its counsel  the matter has  already been settled by
controlling  precedent,  submit  to  a court  of  appropriate  jurisdiction  the
question  of  whether such  indemnification  by it is against  public  policy as
expressed  in the  Securities Act of 1933  and  will  be  governed  by the final
adjudication of such issue.

                                   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 this 10th day of
June, 1999.

                                         RF INDUSTRIES, LTD.

                                         By:  /s/ Howard F. Hill
                                            ----------------------
                                              Howard F. Hill

                                      II-3
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  THAT EACH PERSON WHOSE  SIGNATURE
APPEARS BELOW  CONSTITUTES  AND APPOINTS  HOWARD F. HILL AS HIS OR HER ATTORNEY-
IN-FACT,  WITH  FULL  POWER  OF  SUBSTITUTION  FOR  HIM OR HER  IN ANY  AND  ALL
CAPACITIES TO SIGN ANY  AMENDMENTS TO THIS  REGISTRATION  STATEMENT ON FORM S-8,
AND TO FILE THE SAME,  WITH EXHIBITS  THERETO AND OTHER  DOCUMENTS IN CONNECTION
THEREWITH,  WITH THE SECURITIES AND EXCHANGE  COMMISSION,  HEREBY  RATIFYING AND
CONFIRMING ALL THAT SAID ATTORNEY-IN-FACT,  OR HIS SUBSTITUTES,  MAY 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 BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

        Signature                         Title                         Date

                           President and Chief Executive Officer
  /s/ Howard F. Hill       (Principal Executive Officer)           June 10, 1999
----------------------
 Howard F. Hill

                           Chief Financial Officer (Principal
  /s/ Terrie Gross         Financial and Accounting Officer)       June 10, 1999
---------------------
Terrie Gross

 /s/ John Ehret            Director                                June 10, 1999
----------------------
John Ehret

 /s/ Henry E. Hooper       Director                                June 10, 1999
----------------------
Henry E. Hooper

/s/ Robert Jacobs          Director                                June 10, 1999
---------------------
Robert Jacobs

                                      II-4
INDEX TO EXHIBITS

      Exhibit
      Number                          Description

        5.1    Opinion of counsel as to legality of securities being registered
       23.1    Consent of counsel (contained in Exhibit 5.1)
       23.2    Consent of Independent Public Accountants
       24.1    Power of Attorney (contained on page II-4)

                                      II-5