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) March 23, 2007

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 2.02 Results of Operations and Financial Condition

On March 23, 2007, the Registrant issued a press release announcing its financial results for the first fiscal quarter of fiscal year ending October 31, 2007. 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.

Item9.01 Financial Statements and Exhibits.

(c)	Exhibits.
Exhibit No.	Description
99.1	Press Release dated March 23, 2007 announcing the financial results for the first quarter of the fiscal year ending October 31, 2007.

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.

March 26, 2007
	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) 826 - 5051 info@berkmanassociates.com Company Contact: Howard F. Hill President/CEO (858) 549-6340

RF Industries Reports First Quarter Results

Initiates $0.02 Per Common Share Quarterly Dividend

SAN DIEGO, CA, March 23, 2007 . . . RF INDUSTRIES, LTD. (NASDAQ:RFIL) today announced that sales for the first quarter ended January 31, 2007 were $3,152,000 compared to $3,375,000, in the same quarter last year. Net income, after the effect of SFAS 123 (R) "Accounting for Stock Based Compensation", was $33,000, or $0.01 per share, compared to net income of $265,000, or $0.07 per diluted share, in the first quarter last year. Non-cash, after tax expenses related to accounting for stock-based compensation during the first quarter were $117,000, or $0.03 per diluted share.

Quarterly Cash Dividend

RFI's Board of Directors approved a quarterly dividend, which has initially been set at $0.02 per common share, payable on April 16, 2007 to shareholders of record on March 30, 2007.

"We are confident that RFI's resources, future growth and prospects for the coming year will support the initiation of this modest quarterly dividend. RFI's Board will periodically review the dividend in light of the Company's performance and cash requirements," said Howard Hill, RFI's president and CEO.

First Quarter Review

"Results for the first quarter, typically our seasonally weakest period, were affected by lower sales and margins at RF Connector and Cable products, reflecting product mix and inventory adjustments at some of our major distributors," said Howard Hill, RFI's president and CEO.

"We have recently increased prices on selective connector and cable products and believe that the majority of our customers have completed their inventory adjustments. Bioconnect is continuing its strong double digit sales growth and we are encouraged by Neulink's opportunities for improved sales in the current fiscal year," said Hill.

Hill noted that non-cash, after-tax option related expenses are projected at approximately $328,000, or $0.09 per diluted share, for the current fiscal year ending October 31, 2007.

At January 31, 2007, RFI reported cash and cash equivalents of $5,485,000, investments in available-for-sale securities of $1,041,000, working capital of $13,093,000, a 18 to 1 current ratio, no long-term debt and stockholders' equity of $13,699,000, or $4.19 per share.

About RF Industries

The RF Connectors and Cable Assembly 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. Worswick provides coaxial connectors and cable assemblies primarily to retail and local multi-media and communications systems customers. 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.

* * * * *

7610 Miramar Road, San Diego, CA 92126-4202 ● (858) 549-6340 ● (800) 233-1728 ● FAX (858) 549-6345

E-mail: rfi@rfindustries.com● Internet: www.rfindustries.com

RF INDUSTRIES, LTD.
CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)(unaudited)
	Three Months Ended
	January 31,
	2007		2006
Net sales	$	3,152	$	3,375
Cost of sales		1,890		1,814
Gross profit		1,262		1,561
Operating expenses:
Engineering		117		149
Selling and general		1,124		1,021
Total operating expenses		1,241		1,170
Operating income		21		391
Other income		109		73
Income before provision for income taxes		130		464
Provision for income taxes		97		199
Net income	$	33	$	265
Earnings per share
Basic	$	0.01	$	0.09
Diluted	$	0.01	$	0.07
Weighted average shares outstanding
Basic		3,256,758		3,107,732
Diluted		3,817,132		3,656,857

RF INDUSTRIES, LTD.
CONDENSED BALANCE SHEETS
(in thousands)(Unaudited)
	January 31,		October 31,
ASSETS	2007		2006
CURRENT ASSETS:
Cash and cash equivalents	$	5,485	$	4,613
Investments in available-for-sale securities		1,041		2,253
Trade accounts receivable, net		1,271		2,053
Inventories		5,518		5,251
Income tax refund receivable		126		--
Other current assets		258		208
Deferred tax assets		180		196
TOTAL CURRENT ASSETS		13,879		14,574
Property, and equipment, net		323		376
Goodwill		201		201
Amortizable intangible asset		63		73
Note receivable from stockholder		67		67
Other assets		28		28
TOTAL ASSETS	$	14,561	$	15,319
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	358	$	441
Accrued expenses		407		603
Income taxes payable		21		720
TOTAL CURRENT LIABILITIES		786		1,764
Deferred tax liabilities		76		91
TOTAL LIABILITIES		862		1,855
STOCKHOLDERS' EQUITY
Common stock		33		33
Additional paid-in capital		4,788		4,583
Retained earnings		8,876		8,843
Accumulated other comprehensive income		2		5
TOTAL STOCKHOLDERS' EQUITY		13,699		13,464
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	14,561	$	15,319