S-8

As filed with the Securities and Exchange Commission on September 20, 2010 Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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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.)

7610 Miramar Road

San Diego, CA 92126

(858) 549-6340

(Address of principal executive offices)

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2000 Stock Option Plan

(Full title of the plan)

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Howard Hill, Chief Executive Officer

RF INDUSTRIES, LTD.

7610 Miramar Road

San Diego, CA 92126

 (Name and address of agent for service)

(858) 549-6340

(Telephone number, including area code, of agent for service)

Copy to:

Istvan Benko

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, California 90067

(310) 789-1226

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o Large accelerated filer	¨ Accelerated filer	¨ Non-accelerated filer	ý Smaller reporting company
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee (4)
Common Stock, no par value per share(2)	10,000 shares (2)	$3.95(2)	$39,500(2)	$2.82
Common Stock, no par value per share(2)	223,183 shares (2)	$4.05(2)	$903,891.15(2)	$64.45
Common Stock, no par value per share(2)	16,000 shares(2)	$4.49(2)	$71,840(2)	$5.12
Common Stock, no par value per share(2)	107,955 shares(2)	$4.50(2)	$485,797.50(2)	$34.64
Common Stock, no par value per share(3)	142,862 shares (3)	$5.74(3)	$820,027.88(3)	$58.47
TOTAL	500,000 shares	--	$2,321,056.53	$165.50

(1)   Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement covers, in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that may become issuable under the 2000 Stock Option Plan as a result of the anti-dilution adjustment provisions contained therein.

(2)   The registration fee for shares of common stock issuable upon exercise of outstanding awards under the 2000 Stock Option Plan and was calculated pursuant to Rule 457(h) of the Securities Act of 1933 using the prices at which such outstanding options may be exercised.

(3)   Represents shares reserved for issuance pursuant to future awards under the 2000 Stock Option Plan.  The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933 on the basis of the $5.74 average of the high and low trading prices of the registrant’s common stock, as reported on the Nasdaq Global Market on September 16, 2010.

(4)   Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act of 1933, which provides that the fee shall be $71.30 per $1,000,000 of the proposed maximum aggregate offering price of the securities proposed to be offered.

EXPLANATORY NOTE

A Registration Statement on Form S-8, File No. 333-62188 (“Original Form S-8”) was filed on June 4, 2001 to register 320,000 shares of common stock of RF Industries, Ltd. (the “Registrant”), that were issuable under the 2000 Stock Option Plan (the “Plan”).  A Post-Effective Amendment No. 1 to the Original Form S-8 was filed on October 4, 2006, pursuant to which the Registrant registered an additional 250,000 shares issuable under the Plan.

The Registrant subsequently amended the Plan to increase the number of shares issuable upon the exercise of options and other awards granted thereunder by 500,000 shares.  The Registrant is filing this registration statement to register the additional 500,000 shares of common stock issuable under the Plan.

INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT

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

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents previously filed by RF Industries, Ltd. (“we,” “us,” “our,” or the “Company”) with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 are incorporated by reference in this registration statement:

·   Our Annual Report on Form 10-K for the fiscal year ended October 30, 2009, filed with the SEC on January 29, 2010;

·   Our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2010, filed with the SEC on March 11, 2010;

·   Our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2010, filed with the SEC on June 8, 2010;

·   Our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010, filed with the SEC on September 13, 2010;

·   Our Current Report on Form 8-K filed with the SEC on June 8, 2010; and

·   The description of our common stock contained in the Company’s Registration Statement on Form 8-A, including any amendment or report filed for the purpose of updating any such description.

In addition, each document that the Company files with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and 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, shall be deemed to be incorporated by reference into this registration statement and to be part thereof from the date of the filing of such document.

Item 8. Exhibits

The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:

    Exhibit No.   Exhibit Description

4.1 2000 Stock Option Plan (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on March 3, 2001, and incorporated herein by reference).

5.1 Opinion of TroyGould PC (included with this registration statement).

23.1 Consent of J.H. Cohn LLP (included with this registration statement).

23.2 Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).

24.1 Power of Attorney (included on signature page).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 September 20, 2010.

	RF INDUSTRIES, LTD.
Date: September 20, 2010	By: /s/ Howard F. Hill        Howard F. Hill        Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Howard F. Hill and James Doss as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, 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 he might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard F. Hill
Howard F. Hill	Chief Executive Officer and Director (principal executive officer)	September 20, 2010
/s/ James Doss
James Doss	Chief Financial Officer (principal financial and accounting officer)	September 20, 2010
William L. Reynolds	Director	September 20, 2010
/s/ John Ehret
John Ehret	Director	September 20, 2010
/s/ Robert Jacobs
Robert Jacobs	Director	September 20, 2010
Marvin Fink	Director	September 20, 2010

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EXHIBIT INDEX

The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:

    Exhibit No.   Exhibit Description

4.1 2000 Stock Option Plan (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on March 3, 2001, and incorporated herein by reference).

5.1 Opinion of TroyGould PC (included with this registration statement).

23.1 Consent of J.H. Cohn LLP (included with this registration statement).

23.2 Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).

24.1 Power of Attorney (included on signature page).

EX-5.1

Exhibit 5.1

TroyGould PC

1801 Century Park East

16th Floor

Los Angeles, California 90067

Telephone: (310) 553-4441

Facsimile: (310) 201-4746

September 20, 2010

RF Industries, Ltd.

7610 Miramar Road

San Diego, CA 92126

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to RF Industies, Ltd., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) that the Company intends to file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about September 20, 2010 for the purpose of registering the offer and sale of up to 500,000 shares (the “Shares”) of the Company’s common stock issuable under the Company’s 2000 Stock Option Plan (as amended, the “Plan”).

As such counsel and for purposes of our opinions set forth herein, we have examined and relied upon the following:

i.       the Registration Statement;

ii.       the Company’s Articles of Incorporation and Bylaws, each as amended to date;

iii.       the Plan;

iv.       the form of stock option agreement under the Plan;

v.       minutes or resolutions of the Company’s Board of Directors and stockholders (or other documents) pertaining to the adoption of the Plan (and any amendments thereto), issuance of the Shares, the Registration Statement and related matters; and

vi.       originals or copies of such other documents, resolutions, certificates and instruments of the Company we have reviewed, and such certificates of public officials as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In addition, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination of the foregoing, we have assumed, without independent investigation: (i) the genuineness of all signatures and the authority of all persons or entities signing all documents examined by us; (ii) the due authorization, execution and delivery of all such documents by all of the parties thereto; (iii) the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies; (iv) the authenticity and completeness of the originals of such latter documents; (v) the legal capacity of all individuals executing documents; and (vi) that the representations and other statements as to factual matters contained in the documents we have reviewed, are accurate and complete. As to questions of fact material to this opinion letter, we have relied, without independent investigation or verification, upon representations and certificates or comparable documents of officers and representatives of the Company.

The law covered by our opinion expressed below is limited to the internal corporate laws of the State of Nevada. We neither express nor imply any opinion with respect to any other laws or the laws of any other jurisdiction.

This opinion letter is limited to the opinion expressly stated below, does not include any implied opinions and is rendered as of the date hereof.  We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect our opinion, including, without limitation, future changes in applicable law.

Based upon and subject to all of the foregoing, we are of the opinion that all Shares that are issued, delivered and paid for in accordance with the terms and conditions of the Registration Statement, the Plan, and stock option agreements duly authorized, executed and delivered under the Plan, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement.  However, by giving you this opinion letter and 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 promulgated thereunder.

Very truly yours,

/s/ TROYGOULD PC

TROYGOULD PC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement filed on Form S-8 of RF Industries, Ltd. of our report dated January 29, 2010 (which expressed an unqualified opinion and included an explanatory paragraph regarding the Company’s adoption of the accounting standard for uncertainty in income taxes) with respect to our audits of the financial statements of RF Industries, Ltd. as of October 31, 2009 and 2008, and for the years then ended, which report is included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2009.

/s/ J.H. Cohn LLP

San Diego, California

September 20, 2010