S-8 POS

As filed with the Securities and Exchange Commission on October 4, 2006 Reg. No. 333-62188

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

Post-Effective Amendment No. 1

Form S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

_________________

RF INDUSTRIES, LTD.

(Exact name of registrant as specified in its charter)

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

_______________________________

2000 STOCK OPTION PLAN

(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

Title of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock $0.01 par value per share	89,168	$4.94	$440,490	$47.13
Common Stock $0.01 par value per share	160,832	$7.06	$1,135,474	$121.50
TOTAL	250,000		$1,575,964	$168.63

(1) In accordance with Rule 416 of the General Rules and Regulations under the Securities Act of 1933 (the "General Rules"), there also are being registered such indeterminate number of additional shares of Common Stock as may become issuable pursuant to anti-dilution provisions of the 2000 Stock Option Plan.

(2) With respect to 89,168 shares to be offered under the 2000 Stock Option Plan, for which the offering price is known, the registration fee was determined in accordance with Rule 457(h) under the Securities Act of 1933. With respect to the remaining 160,832 shares of common stock that are issuable under this plan for which the offering price is not known, the proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis of the high and low trading prices of the registrant’s common stock as reported on the Nasdaq Capital Market on October 3, 2006.

(3) 320,000 of the shares authorized under the 2000 Stock Option Plan were registered on June 4, 2001 pursuant to the original Registration Statement No. 333-62188. A fee of $349.50 was paid in connection with the original Registration Statement. The $170.98 fee set forth above represents the fee paid in connection with the additional 250,000 shares registered pursuant to this Post Effective Amendment No. 1 to the original Registration Statement No. 333-62188.

INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT

A registration statement on Form S-8, filed on June 4, 2001, registered 420,000 shares of common stock of RF Industries, Ltd. (the “Registrant”), of which 320,000 registered shares that were issuable under the 2000 Stock Option Plan. A registration fee of $349.50 was paid in connection with the foregoing Form S-8 filing. Subsequently, the Registrant approved an amendment to increase in the number of shares issuable upon the exercise of options granted under 2000 Stock Option Plan by 250,000 shares. By application of Rule 416 under the Securities Act of 1933, this registration statement is now deemed to extend to such additional shares, such that the number of shares registered hereunder amounts to 570,000.

The contents of the Registration Statement of RF Industries, Ltd., File No. 333-62188, filed on June 4, 2001, are incorporated into this Registration Statement by this reference, pursuant to General Instruction E to Form S-8.

EXHIBITS

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

4.1 2000 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the registrant’s

10-QSB, File No. 000-13301, filed with the SEC on March 3, 2001.) 

5.1 Opinion of Counsel as to the legality of securities being registered.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Counsel (contained in Exhibit 5.1).

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 27th day of September, 2006.

RF INDUSTRIES LTD.
By:	/s/ Howard F. Hill
	Howard F. Hill
	Chief Executive Officer

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 and Director	September 27, 2006
Howard F. Hill
/s/ Victor Powers	Chief Financial Officer and Principal Accounting Officer	September _27, 2006
Victor Powers
	Director	September ___, 2006
William L. Reynolds
* JOHN EHRET	Director	September 27, 2006
John Ehret
* ROBERT JACOBS	Director	September 27, 2006
Robert Jacobs
	Director	September ___, 2006
Linde Kester
/S/ MARV FINK	Director	September 27, 2006
Marvin Fink

* By: /s/ Howard F. Hill

Howard F. Hill

Attorney-in-fact

EX-5.1

Exhibit 5.1

Troy & Gould Professional Corporation

1801 Century Park East, 16th Floor

Los Angeles, California 90067

September 27, 2006

RF Industries, Ltd.

7610 Miramar Road, Building 6000

San Diego, California 92126

Re:Registration Statement on Form S-8 for RF Industries Ltd.

Ladies and Gentlemen:

The referenced Registration Statement on Form S-8 (the “Registration Statement”) is being filed by RF Industries Ltd., a Nevada corporation (the “Corporation”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement covers 250,000 shares of the Corporation’s common stock, $0.01 par value (the “Common Stock”), that may be issued pursuant to the Corporation’s 2000 Stock Option Plan. We are rendering this opinion pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.

In connection with this opinion, we have examined the Articles of Incorporation of the Corporation and any amendments thereto, the By-Laws of the Corporation and any amendments thereto, records of proceedings of the Corporation’s Board of Directors, the 2000 Stock Option Plan and the Registration Statement for purposes of expressing the opinion set forth herein.

In our examination, we have assumed (without investigation or inquiry) the legal capacity of all natural persons, the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which we did not independently establish or verify, we have relied on statements and representations of officers and other representatives of the Corporation and others.

This opinion is provided to the Corporation and the Commission for their use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without our express written consent. The only opinion rendered by us consists of the matter set forth below, and no opinion may be implied or inferred beyond that expressly stated.

Based upon the foregoing, it is our opinion that the 250,000 shares of Common Stock covered by the Registration Statement and to be issued pursuant to the 2000 Stock Option Plan, when issued by the Corporation in accordance with the terms and conditions of the 2000 Stock Option Plan, will be legally and validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Troy & Gould Professional Corporation

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-effective Amendment No. 1 to the registration statement of RF Industries, Ltd. on Form S-8 (File No. 333-62188) of our report dated January 20, 2006, on our audits of the financial statements of RF Industries, Ltd. as of October 31, 2005 and 2004, and for the years then ended, which report is included in the Company’s Annual Report on Form 10-KSB.

.

/s/ J.H. COHN LLP

San Diego, California

September 27, 2006