R F INDUSTRIES LTD

Filing Type: DEF 14A
Description: Definitive Proxy Statement
Filing Date: February 28, 2001
Period End: October 31, 2000

Primary Exchange: NASDAQ - SmallCap Market
Ticker: RFIL

RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, CA 92126-4202

NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF SHAREHOLDERS
WILL BE HELD ON MAY 11, 2001

An Annual Meeting of Shareholders of RF Industries, Ltd., a Nevada
corporation (the "Company"), will be held at the Mira Mesa Hotel at 9888 Mira
Mesa Blvd., Function Room A, San Diego, CA 92126 on Friday, May 11, 2001, at
1:30 p.m., Pacific Standard Time, for the following purposes:

1. To elect four directors of the Company who shall serve until the 2002
Annual Meeting of Shareholders (and until the election and qualification of
their successors).

2. To approve and ratify the Company's grant of an option to purchase 100,000
shares of common stock to its Chief Financial Officer pursuant to her
employment agreement.

3. To ratify the selection of J.H. Cohn LLP as the Company's independent
public accountants for the fiscal year ending October 31, 2001.

4. To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournment thereof.

The Board of Directors has fixed the close of business on March 23, 2001 as
the record date for determination of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders or any adjournment thereof. A
complete list of such shareholders will be available at the executive offices of
the Company for ten (10) days before the meeting.

All shareholders are cordially invited to attend the Annual Meeting of
Shareholders in person. Regardless of whether you plan to attend the meeting,
please sign and date the enclosed Proxy and return it promptly in the
accompanying envelope, postage for which has been provided if mailed in the
United States. The prompt return of Proxies will ensure a quorum and save the
Company the expense of further solicitation. Any shareholder returning the
enclosed Proxy may revoke it prior to its exercise by voting in person at the
meeting or by filing with the Secretary of the Company a written revocation or a
duly executed Proxy bearing a later date.

By Order of the Board of Directors

Terrie A. Gross,
Corporate Secretary
Chief Financial Officer

San Diego, California
March 31, 2001

RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, CA 92126-4202

-------------------------------
PROXY STATEMENT
-------------------------------

General

The enclosed Proxy is solicited on behalf of the Board of Directors of
RF Industries, Ltd., a Nevada corporation (the "Company"), for use at the Annual
Meeting of Shareholders ("Annual Meeting") to be held on Friday, May 11, 2001,
at 1:30 p.m., local time, or at any adjournment or postponement thereof. The
Annual Meeting will be held at the Mira Mesa Hotel at 9888 Mira Mesa Blvd.,
Function Room A, San Diego, CA 92126. The Company intends to mail this Proxy
Statement and the accompanying Proxy and annual report to all shareholders
entitled to vote at the Annual Meeting on or about March 31, 2001.

Voting

Only shareholders of record at the close of business on March 23, 2001,
will be entitled to notice of and to vote at the Annual Meeting. On March 23,
2001, there were approximately 3,403,054 shares of Common Stock outstanding. The
Company is incorporated in Nevada, and is not required by Nevada corporation law
or its Articles of Incorporation to permit cumulative voting in the election of
directors.

On each or any other matter properly presented and submitted to a vote at
the Annual Meeting, each share will have one vote and an affirmative vote of a
majority of the shares represented at the Annual Meeting and entitled to vote
(where the holders of a majority of the shares entitled to vote are present in
person or by Proxy) will be necessary to approve the matter. Abstentions will be
counted towards the tabulation of votes cast on proposals presented to the
shareholders and will have the same effect as negative votes. Broker non-votes
are counted towards a quorum but are not counted for any purpose in determining
whether a matter has been approved.

Revocability of Proxies

When the enclosed Proxy is properly executed and returned, the shares it
represents will be voted at the Annual Meeting in accordance with any directions
noted thereon, and if no directions are indicated, the shares it represents will
be voted in favor of the proposals set forth in the notice attached hereto. Any
person giving a Proxy in the form accompanying this statement has the power to
revoke it any time before its exercise. It may be revoked by filing with the
Secretary of the Company's principal executive office, 7610 Miramar Road, San
Diego, CA 92126-4202, an instrument of revocation or a duly executed Proxy
bearing a later date, or it may be revoked by attending the Annual Meeting and
voting in person.

Solicitation

The Company will bear the entire cost of solicitation of Proxies, including
the preparation, assembly, printing, and mailing of this Proxy Statement, the
Proxy, and any additional material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
to forward to such beneficial owners. In addition, the Company may reimburse
such persons for their cost of forwarding the solicitation material to such
beneficial owners. The solicitation of Proxies by mail may be supplemented by
telephone, telegram, and/or personal solicitation by directors, officers, or
employees of the Company. No additional compensation will be paid for any such
services. Except as described above, the Company does not intend to solicit
Proxies other than by mail.

PROPOSAL 1:

NOMINATION AND ELECTION OF DIRECTORS

Each director to be elected will hold office until the next Annual Meeting
and until his or her successor is elected and has qualified, or until his or her
death, resignation, or removal. Four directors are to be elected at the Annual
Meeting. All of the nominees for director were elected by the shareholders at
the Company's 2000 annual meeting of shareholders.

The four candidates receiving the highest number of affirmative votes cast
at the Annual Meeting shall be elected as directors of the Company. Each person
nominated for election has agreed to serve if elected. If any of such nominees
shall become unavailable or refuse to serve as a director (an event that is not
anticipated), the Proxy holders will vote for substitute nominees at their
discretion. Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them for the four nominees named below.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE

Nominees

Set forth below is information regarding the nominees, including
information furnished by them as to their principal occupations for the last
five years, and their ages as of October 31, 2000.

Name Age Director Since
---- --- --------------
John R. Ehret 63 1991
Howard F. Hill 61 1979
Henry E. Hooper 47 1998
Robert Jacobs 49 1997

John R. Ehret holds a B.S. degree in Industrial Management from the
University of Baltimore. He is Vice-President, Chief Financial Officer, and
co-owner of TPL Electronics of Los Angeles, California. He has been in the
electronics industry for over 30 years.

Howard F. Hill, a founder of the Company in 1979, has credits in
Manufacturing Engineering, Quality Engineering and Industrial Management. He
took over the presidency of the Company in July of 1993. He has held various
positions in the electronics industry over the past 30 years.

Henry E. Hooper holds a bachelor's degree and an MBA from Yale University.
He serves as the Vice-President and Treasurer of The HomeFront, Inc., a health
products distributor. Before the HomeFront, Mr. Hooper served in various
leadership capacities for TESSCO Technologies, a distributor of wireless
communications products and services. Mr. Hooper has been in the
telecommunications industry for over 13 years.

Robert Jacobs is RF Industries' Account Executive at Neil Berkman
Associates and coordinates the Company's investor relations. He holds an MBA
from the University of Southern California and has been in the investor
relations industry for over 16 years.

Terrie Gross joined the Company in January 1992 as Accounting Manager. She
was elected to Corporate Secretary in February 1995, and elected to Chief
Financial Officer in May 1997.

Jack A. Benz, a director of the Company since 1990, resigned as a director
of the Company effective December 31, 2000.

Board Committees and Meetings

During the fiscal year ended October 31, 2000, the Board of Directors held
two meetings. All members of the Board of Directors hold office until the next
annual meeting of shareholders or the election and qualification of their
successors. The Board of Directors has an Audit Committee. Executive officers
serve at the discretion of the Board of Directors.

During the fiscal year ended October 31, 2000, each Board of Directors
member attended at least 75% of the aggregate of the meetings of the Board of
Directors on which he served.

Audit Committee

The Audit Committee meets at least quarterly with the Company's management
and independent accountants to, among other things, review the results of the
annual audit and quarterly reviews and discuss the financial statements,
recommend to the Board the independent accountants to be retained and receive
and consider the accountants' comments as to controls, adequacy of staff and
management performance and procedures in connection with audit and financial
controls. The Audit Committee is also authorized to review related party
transactions for potential conflicts of interest. The Audit Committee, which as
of the end of fiscal 2000 was composed of Messrs. Jacobs, Hooper and Ehret met
one time during fiscal 2000.

Executive Compensation

Summary of Cash and Other Compensation. The following table sets forth
compensation for services rendered in all capacities to the Company for each
person who served as the Company's chief executive officer during the fiscal
year ended October 31, 2000 (each a "Named Executive Officer ). No other Named
Executive Officer of the Company received salary and bonus which exceeded
$100,000 in the aggregate during the fiscal year ended October 31, 2000.

Annual Compensation Long-Term Compensation Awards

Securities
Underlying
Name of Prinicpal Position Year Salary Bonus Options/SARs
($) ($) ($)

Howard F. Hill, President 2000 125,000 25,000 4,000
1999 125,000 25,000 4,000
1998 85,000 - 0 - 4,000

As permitted by rules established by the SEC, no such amounts were paid
with respect to certain perquisites which were either the lesser of 10% of bonus
plus salary or $50,000 for the last three fiscal years.

Option Grants. The following table contains information concerning the
stock option grants to the Company's Named Executive Officer for the fiscal year
ended October 31, 2000.(1)

Option Grants in Last Fiscal Year

Securities % of Total Options
Underlying Granted to
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date

Howard F. Hill, President
Incentive Stock Option 2,000 2.3% $5.12 October
2009

Non-Qualified Option 2,000 16% $4.35 October
2009

(1) Shares vest 20% on the first anniversary of the date of grant, and vest 20%
annually for four years thereafter. Options generally have a maximum term
of ten years.

Option Exercises and Holdings. The following table sets forth information
concerning option exercises and option holdings under existing sock option plans
and the Employee Agreement for the year ended October 31, 2000, with respect to
the Company's Chief Executive Officer(2)

Aggregated Options/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

Value of
Unexcercised
Value Realized Number of Unexercised In-the-Money
Shares Acquired Market Price at Options/SARs at Fiscal /SARs at Fiscal
Exercise Less Year-End (#) Year-End ($)

Name Exercise # Exercise Price ($) Exercisable Unexercisable Exercisable

Howard F. Hill, 54,000 $265,920 454,000 0 $2,223,920

(2) Represents the closing price per share of the underlying shares on the last
day of the fiscal year less the option exercise price multiplied by the
number of shares. The closing value per share was $5.12 on the last trading
day of the fiscal year as reported on the Nasdaq SmallCap Market.

During the fiscal year ended October 31, 2000, the Company did not adjust
or amend the exercise price of stock options awarded to the Named Executive
Officers.

Employment Agreement

The Company has no employment or severance agreements, other than with the
President, for payments of more than $100,000. On June 1, 1994, the Company
entered into a six year, renewable employment contract with the President
calling for annual compensation of $85,000, increased to $125,000 in 1999, plus
a bonus to be determined by the Board. The employment contract was renewed
effective January 1998 and the current term expires in 2005. In the event Mr.
Hill is terminated for a material breach of the employment contract, he shall be
paid one years' initial base salary. In addition, the employment contract

granted the President options to acquire 500,000 shares of common stock at $.10
per share. Such options vest ratably over the six-year term of the initial
agreement. At October 31, 2000, options to purchase all 500,000 shares were
vested. Upon termination, Mr. Hill must exercise his options within one year of
written notice. The shares underlying his options may be sold to the Company at
an agreed upon price, and the Company has a right of first refusal to purchase
such shares.

Compensation of Directors

The Company has no standard arrangements pursuant to which directors of the
Company are compensated for their services as directors. The directors are
eligible for reimbursement of expenses incurred in connection with attendance at
Board meetings and Board committee meetings. During the fiscal year ended
October 31, 2000, options to purchase 2000 shares of common stock were granted
to each of the following directors: Messrs. Benz, Hill, Ehret, Hooper and
Jacobs.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of January 31, 2001 by: ( i ) each director and
nominee for director; (ii) the executive officer named in the Summary
Compensation Table in Executive Compensation; (iii) all executive officers and
directors of the Company as a group; and (iv) all those known by the Company to
be beneficial owners of more than 5% of the Common Stock.

Name and Address of Number of Shares (1) &( 2) Percentage (2)
Title of Class Beneficial Owner Beneficially Owned Beneficially Owned
- -------------- ------------------ ------------------ ------------------

Common Stock Hytek International, Ltd. 1,267,167(3) 37.2 %
690 West 28th Street
Hialeah, FL 33010

Common Stock Howard H. Hill 512,000(4) 15.05%
7610 Miramar Road,
Building 600
San Diego, CA 92126-4202

Common Stock John R. Ehret 10,000(5) *
7610 Miramar Road,
Building 600
San Diego, CA 92126-4202

Common Stock Robert Jacobs 26,600(6) *
7610 Miramar Road,
Building 600
San Diego, CA 92126-4202

Common Stock Henry E. Hooper 13,555(7) *
7610 Miramar Road,
Building 600
San Diego, CA 92126-4202

Common Stock Terrie Gross 40,000(8) 1.18 %
7610 Miramar Road,
Building 600
San Diego, CA 92126-4202

(1) This table is based on information supplied by officers, directors and
principal stockholders, excluding Hytek International, Inc. Except as
indicated in the footnotes to this table and pursuant to applicable
community property laws to the Company's knowledge, the persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock. The inclusion in this table of such shares does not constitute
an admission that the named stockholder is a direct or indirect beneficial
owner of, or receives the economic benefit of such shares. Applicable
percentages are based on 3,403,054 shares outstanding on January 31, 2001.

(2) Shares of Common Stock which were not outstanding but which could be
acquired upon exercise of an option within 60 days from the date of this
filing are considered outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned. However, such shares
are not considered to be outstanding for any other purpose.

(3) Mr. Benz, a director of the Company from 1990 to December 31, 2000, the
effective date of his resignation as a director, was formerly an officer of
Hytek International, Inc. ("Hytek"). The Company does not know if Mr. Benz
is affiliated with Hytek, who the beneficial owners of Hytek are or if Mr.
Benz may be deemed a beneficial owner of the securities held by Hytek. Does
not include approximately 56,000 shares including approximately 10,000
shares which Mr. Benz has the right to acquire upon exercise of options
exercisable within 60 days of the Record Date.

(4) Includes 454,000 shares which Mr. Hill has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.

(5) Includes 10,000 shares which Mr. Ehret has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.

(6) Includes 2,000 shares which Mr. Jacobs has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.

(7) Includes 13,555 shares which Mr. Hooper has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.

(8) Includes 28,000 shares which Ms. Gross has the right to acquire upon
exercise of options exercisable within 60 days of the Record Date.

* Represents less than 1% of the outstanding shares.

There is no arrangement known to the Company, the operation of which may at a
subsequent date result in a change of control of the Company.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission

("SEC"). Executive officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on its review of the copies of reporting forms received by the
Company, the Company believes that during its most recent fiscal year ended
October 31, 2000, that its officers and directors complied with the filing
requirements under Section 16(a), except for John Ehret ( 2 reports, 2
transactions); Henry Hooper ( 2 reports, 2 transactions); Howard Hill (2
reports, 3 transactions); Robert Jacobs (2 reports, 5 transactions); Terrie
Gross (1 report, 1 transaction); Jack Benz (1 report, 1 transaction), and to the
knowledge of the Company Hytek has not filed a Form 3.

PROPOSAL 2:
APPROVAL AND RATIFICATION OF STOCK
OPTION GRANT TO TERRIE GROSS

As an inducement to retain her services as Chief Financial Officer and
Secretary, the Board of Directors approved the entry by the Company into the
employment agreement with Terrie Gross as summarized herein. The Board of
Directors is requesting shareholder approval of the provisions of the employment
agreement with Ms. Gross that provide for a grant of options to purchase shares
of common stock of the Company.

The Company entered into an employment agreement with Ms. Gross
effective on November 5, 1999 which provides that she will serve as the Chief
Financial Officer and Corporate Secretary of the Company for an initial term of
ten years which must be renewed annually unless sooner terminated in accordance
with the termination provisions of the employment agreement.

The employment agreement provides for, among other things, a grant of a
non-qualified option to purchase 100,000 shares of the common stock of the
Company at an exercise price of $1.50 per share. The shares of common stock
underlying the option vest, or become exercisable, for 20,000 shares per year at
the first anniversary of the employment agreement and vest an additional 20,000
shares each year thereafter. If Ms. Gross's employment is terminated by written
notice of a material breach of her employment agreement terms, she must exercise
her vested options within one year of termination. The Company has the right of
first refusal to purchase shares of common stock acquired upon exercise of her
options at an agreed upon price. The Company must submit to Ms. Gross in writing
its interest to purchase shares of stock underlying her options within 30 days
of a written request from Ms. Gross, and the Company has 60 days from the date
of written notice to exercise its option to purchase such shares.

The closing sale price of the common stock of the Company on the Nasdaq
SmallCap Market on the date of grant was $1.50. Since the Company's common stock
is listed on The Nasdaq SmallCap Market, the Company is subject to Nasdaq's
corporate governance rules, including Rule 4350 I(1)(A) (the "Nasdaq Rule"). The
Nasdaq Rule provides that an issuer must obtain shareholder approval for the
sale or issuance of common stock pursuant to an arrangement where common stock
may be acquired by officers or directors when the arrangement under which the
securities may be issued exceeds the lesser of 1% of the number of shares of
common stock, 1% of the voting power outstanding, or 25,000 shares. The issuance
of the 100,000 shares under the employment agreement with Ms. Gross will equal
approximately 2.94% of the outstanding common stock of the Company as of
February 28, 2001. Consequently, the Company is seeking shareholder approval
prior to the issuance of any of the shares of common stock under the option
granted to Ms. Gross.

Federal Income Tax Information

The option granted to Ms. Gross is a nonstatutory stock option.
Nonstatutory stock options have no special tax status. An optionee generally
does not recognize taxable income as the result of the grant of such an option.
Upon exercise of a nonstatutory stock option, the optionee normally recognizes
ordinary income in an amount equal to the difference between the option exercise
price and the fair market value of the shares on the exercise date. If the
optionee is an employee, such ordinary income generally is subject to
withholding of income and employment taxes. Upon the sale of stock acquired by
the exercise of a nonstatutory stock option, any gain or loss, based on the
difference between the sale price and the fair market value on the exercise
date, will be taxed as capital gain or loss. A capital gain or loss will be
long-term if the optionee's holding period is more than 12 months. The Company
generally should be entitled to a deduction equal to the amount of ordinary
income recognized by the optionee as a result of the exercise of a nonstatutory
stock option, except to the extent such deduction is limited by applicable
provisions of the Internal Revenue Code of 1986, as amended, or the regulations
thereunder. No tax deduction is available to the Company with respect to the
grant of a nonstatutory stock option or the sale of the stock acquired pursuant
to such grant.

The affirmative vote of the holders of a majority of the shares represented
and voting at the meeting will be required to ratify and approve the grant of
the options to purchase shares of common stock of the Company to Ms. Gross.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2

PROPOSAL 3:
SELECTION OF AUDITORS

Subject to stockholder approval at the Annual Meeting, the Board has
selected J.H. Cohn LLP to continue as the Company's independent auditors for the
fiscal year ending October 31, 2001. A representative of J.H. Cohn LLP is
expected to be present at the Annual Meeting. The representative will have an
opportunity to make a statement and will be available to respond to appropriate
questions from stockholders.

Stockholder ratification of the selection of J.H. Cohn LLP as the
Company's independent accountants is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of J.H. Cohn LLP to
the stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board will reconsider whether or
not to retain that firm. Even if the selection is ratified, the Board in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if the Board determines that such a change would be
in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares represented
and voting at the meeting will be required to ratify the selection of J.H. Cohn
LLP.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3

REPORT OF THE AUDIT COMMITTEE (1)

The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended October 31,
2000.

The Audit Committee has reviewed and discussed the Company's audited
financial statements with the management. The Audit Committee has discussed
withJ.H. Cohn LLP, the Company's independent accountants, the matters required
to be discussed by Statement of Auditing Standards No. 61, COMMUNICATION WITH
AUDIT COMMITTEES which includes, among other items, matters related to the
conduct of the audit of the Company's financial statements. The Audit Committee
has also received written disclosures and the letter from J.H. Cohn LLP required
by Independence Standards Board Standard No. 1, which relates to the
accountant's independence from the Company and its related entities, and has
discussed with J. H. Cohn LLP their independence from the Company.

The Audit Committee acts pursuant to the Audit Committee Charter, a
copy of which is attached as Appendix "1" to this Proxy Statement. Fees for J.H.
Cohn LLP for the last fiscal year were: Audit - $30,900, and all other fees of
$19,800, which includes due diligence on potential acquisition candidates,
reviewing 10-Q's and other matters.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Company's Board of Directors that the Company's audited
financial statements be included in the Company Annual Report on Form 10-KSB for
the fiscal year ended October 31, 2000.

AUDIT COMMITTEE
Robert Jacobs
Henry Hooper
John Ehret

(1) The material in this report is not deemed "soliciting material," is not
deemed filed with the SEC, and is not to be incorporated by reference in any
filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after
the date hereof and irrespective of any general incorporation language in
any such filing.

Stock Performance Graph(1)

The following graph compares the monthly return for the Company, the NASDAQ
US Stock Index and the NASDAQ Electronic Components Stock Index.

[GRAPHIC OMITTED]

* The monthly return on investment for each of the periods for the Company
is based on the closing price on the last trading day of each month. The
Indices are based on their respective values on the final trading day of
each month.

Certain Transactions

On April 1, 1997, the Company loaned to Howard Hill, its President and
Chief Executive Officer, $70,000 pursuant to a Promissory Note which provides
for interest at the rate of 6% per annum and which has no specific due date for
principal or interest payments.

The Company entered into an employment agreement with Terrie Gross, the
Chief Financial Officer of the Company effective on November 5, 1999. Pursuant
to the agreement, Ms. Gross was granted an option to acquire 100,000 shares of
common stock at an exercise price of $1.50 per share. The options vest for
20,000 shares at the first anniversary of the agreement and vest an additional
20,000 shares every year thereafter. Ms. Gross has one year within termination
of her employment to exercise the options granted. Upon written notice of a

material breach of her employment agreement, Ms. Gross will be paid one year's
salary. The Company has the right to purchase shares underlying the option
granted to Ms. Gross at agreed upon prices.

Mr. Jacobs, a director of the Company, is an employee of Neil Berkman
Associates, the Company's public relations firm. For the fiscal years ended
October 31, 2000 and October 31, 1999, the Company paid to Neil Berkman
Associates approximately $31,785 and $27,220, respectively, for services
rendered.

STOCKHOLDERS' PROPOSALS

Stockholders who intend to submit proposals at the 2002 Annual Meeting must
submit such proposals to the Company no later than March 1, 2002 in order for
them to be included in the Proxy Statement and the form of Proxy to be
distributed by the Board of Directors in connection with that meeting.
Stockholders proposals should be submitted to RF Industries, Ltd., 7610 Miramar
Road, San Diego, CA 92126-4202.

ANNUAL REPORTS

The Company's 2000 Annual Report on Form 10-KSB/A which includes audited
financial statements for the Company's fiscal year ended October 31, 2000, is
being mailed with the Proxy Statement to stockholders of record on or about
March 31, 2001.

OTHER MATTERS

The Board of Directors knows of no other matters which will be brought
before the Annual Meeting. However, if any other matter properly comes before
the Annual Meeting of any adjournment thereof, it is intended that the persons
named in the enclosed form of Proxy will vote on such matters in accordance with
their best judgment.

Terrie A. Gross,
Corporate Secretary
Chief Financial Officer

San Diego, California
March 31, 2001

APPENDIX "1"

Charter for the Audit Committee of the
Board of Directors of RF Industries, Ltd.

RATIFICATION OF THE ESTABLISHMENT OF AUDIT COMMITTEE.

WHEREAS, it is deemed to be in the best interests of the Company and its
shareholders to ratify the establishment of the Audit Committee, made up of
independent members of the Board of Directors, in order to assist, evaluate and
make recommendations regarding who will serve as the Company's independent
public accountants, and to monitor the propriety and ethical implications of
certain transactions between the Company and its employees, officers and members
of the Board of Directors,

RESOLVED, that the establishment for the Audit Committee of this Board of
Directors be, and it hereby is, ratified, with the members as designated by the
Board of Directors;

RESOLVED FURTHER, that the purposes and objective of the Audit Committee
shall be to (1) study, review and evaluate the Company's accounting, auditing
and reporting practices, including internal audit and control functions, and to
serve as a focal point for communication between non-committee directors, the
independent accountants and the Company's management and (2) monitor
transactions between (a) the Company and (b) its employees, officers and members
of the Board of Directors, or any affiliates of the foregoing;

RESOLVED FURTHER, that the Audit Committee shall have full power and
authority to carry out the following responsibilities:

1. Make recommendations to the full Board of Directors annually regarding the
firm of certified public accountants to be employed by the Company as its
independent auditors for the ensuing year, and make recommendations
regarding other appropriate courses of action to be taken in connection
with services performed for the Company by the independent auditors;

2. Review the engagement of the independent auditors, including the scope,
extent and procedures of the audit, the compensation to be paid therefor
and all other matters the Committee deems appropriate;

3. Have familiarity, through the individual efforts of its members, with the
accounting and reporting principles and practices applied by the Company in
preparing its financial statements including without limitation the
policies for recognition of revenues in financial statements;

4. Review with management and the independent auditors, upon completion of
their audit, financial results for the year, as reported in the Company's
financial statements, supplemental disclosures to the Securities and
Exchange Commission or other disclosures;

5. Assist and interact with the independent auditors in order that they may
carry out their duties in the most efficient and cost effective manner;

6. Evaluate the cooperation received by the independent auditors during their
audit examination, including their access to all requested records, data
and information, and elicit the comments of management regarding the
responsiveness of the independent auditors to the Company's needs;

AP1-1

7. Review the Company's balance sheet, profit and loss statement and
statements of cash flows and stockholders' equity for each interim period,
and any changes in accounting policy that have occurred during the interim
period;

8. Review and approve all professional services provided to the Company by its
independent auditors and consider the possible effect of such services on
the independence of such auditors;

9. Consult with the independent auditors and discuss with Company management
the scope and quality of internal accounting and financial reporting
controls in effect;

10. Investigate, review and report to the full Board of Directors the propriety
and ethical implications of any transactions, as reported or disclosed to
the Committee by the independent auditors, employees, officers, members of
the Board of Directors or otherwise, between (a) the Company and (b) any
employee, officer or member of the Board of Directors of the Company, or
any affiliates of the foregoing;

11. The Audit Committee is responsible for ensuring its receipt from the
independent auditors of a formal written statement delineating all
relationships between the independent auditor and the Company, consistent
with Independence Standards Board Standard 1, and the Audit Committee is
responsible for actively engaging in a dialogue with the independent
auditor with respect to any disclosed relationships or services that may
impact the objectivity and independence of the independent auditor and for
taking, or recommending that the full board take, appropriate action to
oversee the independence of the independent auditor;

12. The independent auditor is ultimately accountable to the Board of Directors
and the Audit Committee. The composition of the Audit Committee shall be
compliant with applicable NASD listing standards; and

13. Perform such other functions and have such power as may be necessary or
convenient in the efficient and lawful discharge of the foregoing.

RESOLVED FURTHER, that the Audit Committee is to meet at least three (3)
times per year, and as many additional times as the Committee deems appropriate;
and

RESOLVED FURTHER, that minutes of each meeting are to be prepared and sent
to committee members, members of the Board of Director who are not members of
the Audit Committee and the Secretary of the Company.

AP1-2

PROXY

RF INDUSTRIES, LTD.
a Nevada Corporation
ANNUAL MEETING OF SHAREHOLDERS
May 11, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Howard F. Hill and John Ehret, or either of
them, as proxies, each with the power to appoint his or her substitutes, and
hereby authorizes them to represent and vote, as designated below, all of the
shares of Common Stock of RF Industries, Ltd., held of record by the undersigned
on March 23, 2001 at the Annual Meeting of Shareholders to be held at the
offices of the Company at 7610 Miramar Road, Building 6000, San Diego, CA
92126-4202 on Friday, May 11, 2001, at 1:30 p.m. Pacific Daylight Time, or any
adjournments or postponement thereof with all powers which the undersigned would
possess if personally present, upon and in respect of the following matters and
in accordance with the following instructions, with discretionary authority as
to any and all other matters that may properly come before the meeting.

1. For the election as directors of the nominees listed below, except to the
extent that authority is specifically withheld.

[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to
below(except as marked vote for all nominees
to the contrary below) listed below

Nominees: Howard F. Hill, John R. Ehret, Henry E. Hooper and Robert Jacobs.

(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)

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

2. PROPOSAL TO APPROVE AND RATIFY THE STOCK OPTION GRANT TO TERRIE GROSS.

[ ] For [ ] Against [ ] Abstain

3. PROPOSAL TO RATIFY APPOINTMENT OF J.H. COHN LLP, AS INDEPENDENT AUDITOR.

[ ] For [ ] Against [ ] Abstain

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted for Proposals 1,2, and 3. I understand that I may revoke this Proxy
only by written instructions to that effect, signed and dated by me, which must
be actually received by the Company prior to the commencement of the Annual
Meeting.

DATED: ___________________________

___________________________
Signature

___________________________
Signature if Held Jointly

___________________________
Number of Shares

Please sign exactly as your name appears on your stock certificate. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
the shares are owned by a corporation, sign in the full corporate name by the
President or other authorized officer. If the shares are owned by a Partnership,
sign in the name of the Partnership name by an authorized person. Please mark,
sign, date and return the Proxy promptly using the enclosed envelope.