8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date Of Report: (Date of earliest event reported) June 10, 2005

RF INDUSTRIES, LTD.

(Name of small business issuer in its charter)

Nevada (State or Other Jurisdiction of Incorporation)		0-13301 (Commission File Number)	88-0168936 (I.R.S. Employer Identification No.)
	7610 Miramar Road, Bldg. 6000, San Diego, California 92126-4202 (Address of Principal Executive Offices) (858) 549-6340 (Registrant’s Telephone Number)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On June 10, 2005, RF Industries, Ltd. (the “Registrant”) agreed to a new employment arrangement with Howard Hill, currently the Registrant’s President and Chief Executive Officer. Under the new employment agreement, Mr. Hill will serve as the Registrant’s President and Chief Executive Officer for three one-year periods. The new employment agreement will go into effect on June 20, 2005 and will provide for an annual salary of $175,000. Either Mr. Hill or the Registrant can terminate the employment agreement at each of the first and second anniversaries of the agreement. The employment agreement, if still in effect, will expire on June 20, 2008.

On June 10, 2005, the Registrant’s Board of Directors also approved a $50,000 bonus for Mr. Hill for his services rendered during the past year. The $50,000 bonus is payable $25,000 during the third fiscal quarter of the current fiscal year, and $25,000 is payable in the fourth fiscal quarter of the current fiscal year ending October 31, 2005.

Item 2.02 Results of Operations and Financial Condition

On June 14, 2005, the Registrant issued a press release announcing its financial results for the second quarter ended April 30, 2005. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 24, 2005, the Registrant engaged the services of William T. Gochnauer as its part-time, interim, acting Chief Financial Officer, to assist the Registrant in implementing new accounting procedures, including those required under the Sarbanes-Oxley Act of 2002. The Registrant has been recruiting a permanent Chief Financial Officer and is evaluating certain candidates. Accordingly, Mr. Gochnauer tendered his resignation as the Chief Financial Officer of the Registrant, effective June 14, 2005. Mr. Gochnauer may, however, on a part-time consulting basis continue to provide certain financial and accounting services to Registrant until the permanent Chief Financial Officer takes office. Until a permanent Chief Financial Officer takes office, Mr. Hill, the Registrant’s President and Chief Executive Officer, will assume the title of Chief Financial Officer.

Item 9.01Financial Statements and Exhibits.

                  (c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 14, 2005 announcing to the financial results for the fiscal quarter ended April 30, 2005.

SIGNATURES

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

June 15, 2005
	By:/s/ Howard Hill                                     Howard Hill President, Chief Executive Officer

EX-99.1

RF INDUSTRIES, LTD.	For Immediate Release
RF Connectors/Aviel/Neulink/Bioconnect
Investor Contact: Neil Berkman Associates (310) 277 - 5162 info@berkmanassociates.com		Company Contact: Howard F. Hill President/CEO (858) 549-6340

RF Industries' Second Quarter Sales Increase 27%

To a Record $3,578,000; Net Income is $0.04 Per Share

SAN DIEGO, CA., -- June 14, 2005 -- RF INDUSTRIES, LTD., (NASDAQ:RFIL) announced today that net sales for the three months ended April 30, 2005 increased 27% to a quarterly record $3,578,000, compared to net sales of $2,821,000 in the same quarter last year. Net income was $163,000, or $0.04 per diluted share, compared to $351,000, or $0.10 per diluted share, in the same period last year.

For the six months ended April 30, 2005, net sales increased 22% to $6,446,000, compared to net sales of $5,271,000 in the first half of fiscal 2004. Net income was $370,000, or $0.10 per diluted share, compared to net income of $585,000, or $0.16 per diluted share in the same period last year.

Howard Hill, president and CEO of RF Industries, said, "Record second quarter sales reflect an 18% increase in RF Connector and cable assembly sales to $2,993,000, an 11% increase in Neulink sales to $197,000 and a 69% increase in Bioconnect sales to $165,000. Aviel sales are on track and are meeting expectations. We are extremely pleased with these strong sales gains from RFI’s business units.”

Hill noted that increases in materials and labor expenses at RF Connector, combined with inventory adjustments at the Neulink Division, reduced overall second quarter gross margins. “Operating profitability for the second quarter and first six months of fiscal 2005 primarily has been affected by expenses of $240,000 and $340,000, respectively, for compliance with the Sarbanes-Oxley act. We anticipate Sarbanes-Oxley compliance expenses will decline in the coming quarter,” said Hill.

At April 30, 2005, RFI reported cash and cash equivalents of $4,565,000, working capital of $10,263,000, a 14 to 1 current ratio, no long-term debt and stockholders' equity of $10,963,000, or $3.59 per share.

RFI's RF Connectors division designs and distributes radio frequency (RF) coaxial connectors and cable assemblies used for Wi-Fi, PCS, radio, test instruments, computer networks and antenna devices. Aviel Electronics provides custom microwave, and RF Connector solutions to aerospace, OEM and Government agencies. Neulink designs and markets wireless digital data transmission products for industrial monitoring, wide area networks, GPS tracking and locations systems. RFI's Bioconnect operation designs, manufactures and distributes specialized electrical cabling and interconnect products to the medical monitoring market.

The statements contained in this release which are not historical facts may be deemed to contain forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties, including, without limitation, uncertainties detailed in the Company's Securities and Exchange Commission filings.

RF INDUSTRIES, LTD.
Condensed Statements of Income
(in thousands except share and per share amounts)(unaudited)
	Three Months Ended				Six Months Ended
	April  30,				April  30,
		2005		2004		2005		2004
Net sales	$	3,578	$	2,821	$	6,446	$	5,271
Cost of sales		1,983		1,396		3,385		2,601
Gross profit		1,595		1,425		3,061		2,670
Operating expenses:
Engineering		135		102		289		217
Selling and general		1,194		726		2,184		1,486
Total expenses		1,329		828		2,473		1,703
Operating income		266		597		588		967
Interest income		22		1		38		7
Income before provision for income taxes		288		598		626		974
Provision for state & federal income taxes		125		247		256		389
Net income	$	163	$	351	$	370	$	585
Earnings per share - basic	$	0.05	$	0.12	$	0.12	$	0.21
Earnings per share - diluted	$	0.04	$	0.10	$	0.10	$	0.16
Weighted average shares outstanding - basic		3,046,960		2,882,408		3,027,543		2,835,294
Weighted average shares outstanding - diluted		3,807,905		3,656,887		3,813,817		3,595,492

Condensed Balance Sheets
	April 30,		October 31,
	2005		2004
	(Unaudited)
Cash and Cash Equivalents	$	4,564,823	$	4,497,322
Trade Accounts Receivable, net		2,044,027		1,516,035
Inventories, net		3,932,877		3,789,958
Other Current Assets		496,169		456,138
Total Current Assets		11,037,896		10,259,453
Equipment and Furnishings, net		497,062		563,040
Other Assets		256,149		248,229
Total Assets	$	11,791,107	$	11,070,722
Total Current Liabilities	$	774,612	$	563,056
Deferred Tax Liabilities		53,000		53,000
Total Liabilities		827,612		616,056
Total Stockholders' Equity		10,963,495		10,454,666
Total Liabilities & Stockholders' Equity	$	11,791,107	$	11,070,722