As filed with the Securities and Exchange Commission on April 27, 2004
 Reg. No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            -------------------------
                               RF INDUSTRIES, LTD.
               (Exact name of issuer as specified in its charter)

                                Nevada 88-0168936
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                                7620 Miramar Road
                               San Diego, CA 92126
                                 (818) 549-6340
                        (Address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

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

                              EMPLOYMENT AGREEMENTS
                            (Full title of the plans)

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

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

                                    Copy to:
                               Istvan Benko, Esq.
                      Troy & Gould Professional Corporation
                       1801 Century Park East, Suite 1600
                          Los Angeles, California 90067
                                 (310) 553-4441
                               FAX: (310) 201-4746


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================== ===================== ==================== =================== ====================
                                                                      Proposed maximum     Proposed maximum
             Title of securities                   Amount to be        offering price     aggregate offering       Amount of
              to be registered                    registered(1)           per share            price(1)       registration fee(1)
---------------------------------------------- --------------------- -------------------- ------------------- --------------------
<S>                                              <C>                       <C>                <C>                  <C>
Common Stock, $.01 par value............          200,000 shares            $2.90              $580,000             $73.49
---------------------------------------------- --------------------- -------------------- ------------------- --------------------
Common Stock, $.01 par value............          100,000 shares            $2.13              $213,000             $26.99
---------------------------------------------- --------------------- -------------------- ------------------- --------------------
Total                                             300,000 shares                               $783,000             $100.48
---------------------------------------------- --------------------- -------------------- ------------------- --------------------

(1)    Computed in accordance with Rule 457(h) of the General Rules under the Securities Act of 1933.
</TABLE>


<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



Item 1.  Plan Information.*



Item 2.  Registrant Information and Employee Plan Annual Information.*



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

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from the  Registration  Statement in accordance  with
     Rule 428 of the General Rules and  Regulations  under the Securities Act of
     1933 and the Note to Part I of Form S-8.




<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The following  documents filed by RF Industries,  Ltd. (the "Company") with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Exchange Act of 1934 (the "Exchange Act")  (Commission  File No.  000-13301) are
incorporated  herein  by  reference:  (a) the  Company's  Annual  Report on Form
10-KSB, as amended,  for the fiscal year ended October 31, 2003; (b) the Current
Report on Form 8-K filed with the Commission on March 3, 2004, (c) the Company's
Quarterly  Report on Form 10-QSB for the quarter ended January 31, 2004; and (d)
the  description  of the  Company's  Common  Stock  contained  in the  Company's
Registration   Statement  on  Form  8-A,   including  any  amendment  or  report
subsequently filed by the Company for the purpose of updating that description.

     In addition, any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof,  but  prior  to  the  filing  of  a  post-effective  amendment  to  this
Registration   Statement  which  indicates  that  all  shares  of  Common  Stock
registered  hereunder  have been  sold or that  deregisters  all such  shares of
Common  Stock  then  remaining  unsold,  will be deemed  incorporated  herein by
reference and to be a part hereof from the date of filing of such document.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

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

     The  foregoing  indemnification  provisions  are broad  enough to encompass
certain  liabilities  of  directors  and  officers  of  the  Company  under  the
Securities Act of 1933.

Item 8.  Exhibits

     The  following  exhibits  included  herewith  or  incorporated   herein  by
reference are made a part of this Registration Statement:


       5          Opinion of Troy & Gould Professional Corporation regarding the
                  legality of the securities registered hereunder.*
       23.1       Consent of JH Cohn LLP.*
       23.2       Consent of Troy & Gould Professional Corporation ( included in
                  Exhibit 5.)*
       24.1       Power of Attorney (included on signature page).
-----------------

 *    Included herewith.


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:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (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  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;

                    provided, however, that paragraphs (1)(i) and (1)(ii) do not
                    apply  if  the  information  required  to be  included  in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports filed with or furnished to the  Commission
                    by the Company  pursuant  to Section 13 or Section  15(d) of
                    the Securities Exchange Act of 1934 that are incorporated by
                    reference in this 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 hereunder which remain unsold at the
     termination of the offering.

     (b)  The  undersigned  Company  hereby  undertakes  that  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  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  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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 for liabilities arising under the Securities
Actof 1933 may be permitted to directors,  officers and  controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  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 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 Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.



<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, California, on this __ day of April, 2004.

                                               RF INDUSTRIES LTD.

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

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Howard F. Hill such person's true and lawful  attorney-in-fact  and agent,  with
full power of substitution and resubstitution,  to sign on such person's behalf,
individually   and  in  each  capacity   stated  below,   all   amendments   and
post-effective amendments to this Registration Statement on Form S-8 and to file
the same,  with all  exhibits  thereto  and any other  documents  in  connection
therewith,  with the  Commission  under the Securities  Act,  granting unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.

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

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

  /s/ Howard F. Hill        Chief Executive Officer           April 27, 2004
------------------------    and Director
Howard F. Hill

  /s/ Terrie Gross          Chief Financial Officer and       April 27, 2004
------------------------    Principal Accounting Officer
Terrie Gross

 /s/ Henry E. Hooper        Director                          April 27, 2004
------------------------
Henry E. Hooper

 /s/ John Ehret             Director                          April 27, 2004
------------------------
John Ehret

 /s/ Robert Jacobs          Director                          April 27, 2004
------------------------
Robert Jacobs

 /s/ Linde Kester           Director                          April 27, 2004
------------------------
Linde Kester

 /s/ Marvin Fink            Director                          April 27, 2004
------------------------
Marvin Fink
[{"type": "S-8", "sequence": "1", "filename": "s8apr2004.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19345}]
{"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": "333-114932", "film-number": "04758921"}, "business-address": {"street1": "7610 MIRAMAR RD", "street2": "BLDG 6000", "city": "SAN DIEGO", "state": "CA", "zip": "92126-2313", "phone": "8585496340"}, "mail-address": {"street1": "7620 MIRAMAR RD #4100", "street2": "7620 MIRAMAR RD #4100", "city": "SAN DIEGO", "state": "CA", "zip": "92126-4202"}, "former-company": {"former-conformed-name": "CELLTRONICS INC", "date-changed": "19910204"}}
As filed with the Securities and Exchange Commission on April 27, 2004
 Reg. No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            -------------------------
                               RF INDUSTRIES, LTD.
               (Exact name of issuer as specified in its charter)

                                Nevada 88-0168936
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                                7620 Miramar Road
                               San Diego, CA 92126
                                 (818) 549-6340
                        (Address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

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

                              EMPLOYMENT AGREEMENTS
                            (Full title of the plans)

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

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

                                    Copy to:
                               Istvan Benko, Esq.
                      Troy & Gould Professional Corporation
                       1801 Century Park East, Suite 1600
                          Los Angeles, California 90067
                                 (310) 553-4441
                               FAX: (310) 201-4746

                         CALCULATION OF REGISTRATION FEE
============================================== ===================== ==================== =================== ====================
                                                                      Proposed maximum     Proposed maximum
             Title of securities                   Amount to be        offering price     aggregate offering       Amount of
              to be registered                    registered(1)           per share            price(1)       registration fee(1)
---------------------------------------------- --------------------- -------------------- ------------------- --------------------
Common Stock, $.01 par value............          200,000 shares            $2.90              $580,000             $73.49
---------------------------------------------- --------------------- -------------------- ------------------- --------------------
Common Stock, $.01 par value............          100,000 shares            $2.13              $213,000             $26.99
---------------------------------------------- --------------------- -------------------- ------------------- --------------------
Total                                             300,000 shares                               $783,000             $100.48
---------------------------------------------- --------------------- -------------------- ------------------- --------------------

(1)    Computed in accordance with Rule 457(h) of the General Rules under the Securities Act of 1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

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

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from the  Registration  Statement in accordance  with
     Rule 428 of the General Rules and  Regulations  under the Securities Act of
     1933 and the Note to Part I of Form S-8.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The following  documents filed by RF Industries,  Ltd. (the "Company") with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Exchange Act of 1934 (the "Exchange Act")  (Commission  File No.  000-13301) are
incorporated  herein  by  reference:  (a) the  Company's  Annual  Report on Form
10-KSB, as amended,  for the fiscal year ended October 31, 2003; (b) the Current
Report on Form 8-K filed with the Commission on March 3, 2004, (c) the Company's
Quarterly  Report on Form 10-QSB for the quarter ended January 31, 2004; and (d)
the  description  of the  Company's  Common  Stock  contained  in the  Company's
Registration   Statement  on  Form  8-A,   including  any  amendment  or  report
subsequently filed by the Company for the purpose of updating that description.

     In addition, any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof,  but  prior  to  the  filing  of  a  post-effective  amendment  to  this
Registration   Statement  which  indicates  that  all  shares  of  Common  Stock
registered  hereunder  have been  sold or that  deregisters  all such  shares of
Common  Stock  then  remaining  unsold,  will be deemed  incorporated  herein by
reference and to be a part hereof from the date of filing of such document.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

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

     The  foregoing  indemnification  provisions  are broad  enough to encompass
certain  liabilities  of  directors  and  officers  of  the  Company  under  the
Securities Act of 1933.

Item 8.  Exhibits

     The  following  exhibits  included  herewith  or  incorporated   herein  by
reference are made a part of this Registration Statement:

       5          Opinion of Troy & Gould Professional Corporation regarding the
                  legality of the securities registered hereunder.*
       23.1       Consent of JH Cohn LLP.*
       23.2       Consent of Troy & Gould Professional Corporation ( included in
                  Exhibit 5.)*
       24.1       Power of Attorney (included on signature page).
-----------------

 *    Included herewith.

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:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (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  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;

                    provided, however, that paragraphs (1)(i) and (1)(ii) do not
                    apply  if  the  information  required  to be  included  in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports filed with or furnished to the  Commission
                    by the Company  pursuant  to Section 13 or Section  15(d) of
                    the Securities Exchange Act of 1934 that are incorporated by
                    reference in this 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 hereunder which remain unsold at the
     termination of the offering.

     (b)  The  undersigned  Company  hereby  undertakes  that  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  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  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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 for liabilities arising under the Securities
Actof 1933 may be permitted to directors,  officers and  controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  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 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 Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act 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, California, on this __ day of April, 2004.

                                               RF INDUSTRIES LTD.

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

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Howard F. Hill such person's true and lawful  attorney-in-fact  and agent,  with
full power of substitution and resubstitution,  to sign on such person's behalf,
individually   and  in  each  capacity   stated  below,   all   amendments   and
post-effective amendments to this Registration Statement on Form S-8 and to file
the same,  with all  exhibits  thereto  and any other  documents  in  connection
therewith,  with the  Commission  under the Securities  Act,  granting unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.

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

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

  /s/ Howard F. Hill        Chief Executive Officer           April 27, 2004
------------------------    and Director
Howard F. Hill

  /s/ Terrie Gross          Chief Financial Officer and       April 27, 2004
------------------------    Principal Accounting Officer
Terrie Gross

 /s/ Henry E. Hooper        Director                          April 27, 2004
------------------------
Henry E. Hooper

 /s/ John Ehret             Director                          April 27, 2004
------------------------
John Ehret

 /s/ Robert Jacobs          Director                          April 27, 2004
------------------------
Robert Jacobs

 /s/ Linde Kester           Director                          April 27, 2004
------------------------
Linde Kester

 /s/ Marvin Fink            Director                          April 27, 2004
------------------------
Marvin Fink