<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>code.txt
<DESCRIPTION>EXHIBIT 14.1 - CODE OF ETHICS
<TEXT>


                               RF INDUSTRIES, LTD.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                        ADOPTED BY THE BOARD OF DIRECTORS

Introduction

     This Code of Business  Conduct  and Ethics  covers a wide range of business
practices and procedures.  It does not cover every issue that may arise,  but it
sets out basic  principles  to guide all  employees of the  Company.  All of our
employees  must  conduct  themselves  accordingly  and  seek to  avoid  even the
appearance  of  improper  behavior.  The Code  should  also be  provided  to and
followed by the Company's agents and representatives, including consultants.

     If a law  conflicts  with a policy in this Code,  you must  comply with the
law.  If you have any  questions  about  these  conflicts,  you  should ask your
supervisor how to handle the situation.

     Those  who  violate  the   standards  in  this  Code  will  be  subject  to
disciplinary action, up to and including  termination of employment.  If you are
in a situation  which you  believe  may  violate or lead to a violation  of this
Code, follow the guidelines described in Section 14 of this Code.

1.   Compliance with Laws, Rules and Regulations

     Obeying the law, both in letter and in spirit,  is the  foundation on which
this Company's  ethical standards are built. All employees must respect and obey
the laws of the cities,  states and countries in which we operate.  Although not
all employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.

     If requested,  the Company will hold  information and training  sessions to
promote compliance with laws, rules and regulations,  including  insider-trading
laws.

2.   Conflicts of Interest

     A "conflict of interest" exists when a person's private interest interferes
in any way with the  interests of the Company.  A conflict  situation  can arise
when an employee,  officer or director  takes actions or has interests  that may
make  it  difficult  to  perform  his  or  her  Company  work   objectively  and
effectively.  Conflicts of interest may also arise when an employee,  officer or
director,  or members of his or her family,  receives improper personal benefits
as a result of his or her position in the Company.  Loans to, or  guarantees  of
obligations  of,  employees  and their  family  members may create  conflicts of
interest.

     It is almost  always a conflict of interest for a Company  employee to work
simultaneously  for a competitor,  customer or supplier.  You are not allowed to
work for a competitor  as a consultant  or board  member.  The best policy is to
avoid any direct or indirect business  connection with our customers,  suppliers
or competitors,  except on our behalf. Conflicts of interest are prohibited as a
matter of Company  policy,  except  under  guidelines  approved  by the Board of
Directors.  Conflicts of interest may not always be clear-cut,  so if you have a
question,  you should  consult with higher levels of management or the Company's
Legal  Department.  Any  employee,  officer or director  who becomes  aware of a
conflict or potential conflict should bring it to the attention of a supervisor,
manager or other  appropriate  personnel or consult the procedures  described in
Section 14 of this Code.

3.   Insider Trading

     Employees who have access to confidential  information are not permitted to
use or share  that  information  for  stock  trading  purposes  or for any other
purpose except the conduct of our business. All non-public information about the
Company  should  be  considered  confidential  information.  To  use  non-public
information for personal  financial benefit or to "tip" others who might make an
investment  decision on the basis of this  information is not only unethical but
also  illegal.  In order to assist with  compliance  with laws  against  insider
trading,  the Company has adopted a specific policy governing employees' trading
in  securities  of the  Company.  This  policy  has  been  distributed  to every
employee. If you have any questions, please consult the Company's CFO.

4.   Corporate Opportunities

     Employees, officers and directors are prohibited from taking for themselves
personally  opportunities  that  are  discovered  through  the use of  corporate
property, information or position without the consent of the Board of Directors.
No employee may use corporate  property,  information,  or position for improper
personal  gain,  and no  employee  may  compete  with the  Company  directly  or
indirectly.  Employees,  officers  and  directors  owe a duty to the  Company to
advance its legitimate interests when the opportunity to do so arises.

5.   Competition and Fair Dealing

     We seek  to  outperform  our  competition  fairly  and  honestly.  Stealing
proprietary  information,  possessing trade secret information that was obtained
without the owner's  consent,  or inducing such  disclosures  by past or present
employees of other  companies is prohibited.  Each employee  should  endeavor to
respect the rights of and deal fairly with the Company's  customers,  suppliers,
competitors and employees.  No employee  should take unfair  advantage of anyone
through   manipulation,    concealment,   abuse   of   privileged   information,
misrepresentation  of material  facts, or any other  intentional  unfair-dealing
practice.

     The purpose of business  entertainment and gifts in a commercial setting is
to  create  good  will  and  sound  working  relationships,  not to gain  unfair
advantage  with  customers.  No gift or  entertainment  should  ever be offered,
given,  provided  or  accepted  by any  Company  employee,  family  member of an
employee  or agent  unless it: (1) is not a cash gift;  (2) is  consistent  with
customary  business  practices;  (3) is not  excessive  in value;  (4) cannot be
construed  as a  bribe  or  payoff;  and  (5)  does  not  violate  any  laws  or
regulations.  Please  discuss with your  supervisor  any gifts or proposed gifts
which you are not certain are appropriate.

6.   Discrimination and Harassment

     The  diversity of the  Company's  employees is a tremendous  asset.  We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include  derogatory  comments  based on  racial or  ethnic  characteristics  and
unwelcome sexual advances.

7.   Health and Safety

     The Company  strives to provide each  employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all  employees by following  safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

     Violence and  threatening  behavior  are not  permitted.  Employees  should
report to work in condition to perform their duties,  free from the influence of
illegal drugs or alcohol.  The use of illegal drugs in the workplace will not be
tolerated.

8.   Record-Keeping

     The  Company  requires  honest and  accurate  recording  and  reporting  of
information in order to make responsible business decisions.  For example,  only
the true and actual number of hours worked should be reported.

     Many  employees  regularly  use business  expense  accounts,  which must be
documented  and  recorded  accurately.  If you are not sure  whether  a  certain
expense is legitimate, ask your supervisor or your controller.

     All of the Company's books, records, accounts and financial statements must
be maintained in reasonable  detail,  must  appropriately  reflect the Company's
transactions and must conform both to applicable  legal  requirements and to the
Company's  system of internal  controls.  Unrecorded or "off the books" funds or
assets  should  not  be  maintained   unless  permitted  by  applicable  law  or
regulation.

     Business  records and  communications  often become  public,  and we should
avoid   exaggeration,    derogatory   remarks,   guesswork,   or   inappropriate
characterizations  of  people  and  companies  that can be  misunderstood.  This
applies equally to e-mail,  internal memos,  and formal reports.  Records should
always be retained or destroyed  according  to the  Company's  record  retention
policies.  In  accordance  with those  policies,  in the event of  litigation or
governmental investigation please consult the Company's CFO.

9.   Confidentiality

     Employees must maintain the  confidentiality  of  confidential  information
entrusted to them by the Company or its  customers,  except when  disclosure  is
authorized  by  the  CFO  or  required  by  laws  or  regulations.  Confidential
information  includes  all  non-public  information  that  might  be of  use  to
competitors,  or harmful to the Company or its customers,  if disclosed. It also
includes  information  that  suppliers and customers  have  entrusted to us. The
obligation to preserve confidential  information continues even after employment
ends.

10.  Protection and Proper Use of Company Assets

     All employees  should  endeavor to protect the Company's  assets and ensure
their efficient use. Theft, carelessness,  and waste have a direct impact on the
Company's  profitability.  Any  suspected  incident of fraud or theft  should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

     The  obligation of employees to protect the Company's  assets  includes its
proprietary information.  Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service  plans,  engineering  and  manufacturing  ideas,  designs,
databases,  records,  salary information and any unpublished  financial data and
reports.  Unauthorized  use or  distribution of this  information  would violate
Company  policy.  It could also be illegal and result in civil or even  criminal
penalties.

11.  Payments to Government Personnel

     The U.S. Foreign Corrupt  Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

     In  addition,  the U.S.  government  has a number  of laws and  regulations
regarding  business   gratuities  which  may  be  accepted  by  U.S.  government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift,  favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense.  State and
local governments,  as well as foreign governments,  may have similar rules. The
Company's CFO can provide guidance to you in this area.

12. Waivers of the Code of Business Conduct and Ethics

     Any waiver of this Code for  executive  officers or  directors  may be made
only by the  Board  or a Board  committee  and  will be  promptly  disclosed  as
required by law or stock exchange regulation.

13.  Compliance Procedures

     We must all work to ensure prompt and consistent action against  violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred.  Since we cannot anticipate every situation that will arise, it is
important  that we have a way to approach a new  question or problem.  These are
the steps to keep in mind:

o    Make sure you have all the facts. In order to reach the right solutions, we
     must be as fully informed as possible.

o    Ask  yourself:  What  specifically  am I being  asked  to do?  Does it seem
     unethical  or  improper?  This  will  enable  you to focus on the  specific
     question  you are faced  with,  and the  alternatives  you  have.  Use your
     judgment and common sense;  if something  seems  unethical or improper,  it
     probably is.

o    Clarify your  responsibility and role. In most situations,  there is shared
     responsibility.  Are your  colleagues  informed?  It may help to get others
     involved and discuss the problem.

o    Discuss the problem with your  supervisor.  This is the basic  guidance for
     all situations.  In many cases, your supervisor will be more  knowledgeable
     about  the   question,   and  will   appreciate   being  brought  into  the
     decision-making   process.   Remember   that   it  is   your   supervisor's
     responsibility to help solve problems.

o    Seek  help from  Company  resources.  In the rare case  where it may not be
     appropriate to discuss an issue with your  supervisor,  or where you do not
     feel comfortable approaching your supervisor with your question, discuss it
     locally with a more senior manager or your human resources manager.

o    You may  report  ethical  violations  in  confidence  and  without  fear of
     retaliation.  If your situation requires that your identity be kept secret,
     your anonymity will be protected.  The Company does not permit  retaliation
     of any kind against employees for good faith reports of ethical violations.

o    Always  ask  first,  act  later:  If you  are  unsure  of what to do in any
     situation, seek guidance before you act.

14.  Reporting any Illegal or Unethical Behavior

     Employees  are  encouraged  to  talk  to  supervisors,  managers  or  other
appropriate  personnel about observed illegal or unethical  behavior and when in
doubt  about the best  course of action  in a  particular  situation.  It is the
policy of the Company not to allow  retaliation  for  reports of  misconduct  by
others made in good faith by  employees.  Employees are expected to cooperate in
internal  investigations  of  misconduct.  Any  employee may submit a good faith
concern  regarding  questionable  accounting or auditing matters without fear of
dismissal or retaliation of any kind.

     If you believe that a violation of the Code of Business  Conduct and Ethics
has occurred, please contact the CFO.

     In addition to the above procedures for reporting  unethical,  dishonest or
illegal  behavior,  the Audit Committee of the Board of Directors had designated
the Company's  independent counsel to receive,  retain and process complaints on
auditing,  accounting  and  internal  control  issues.  Directors,  officers and
employees should promptly report such complaints in writing to:

                                         Istvan Benko
                                         Troy & Gould Professional Corporation
                                         1801 Century Park East, 16th Floor
                                         Los Angeles, CA 90067-2367

     All complaints with respect to questionable accounting and auditing matters
may be made anonymously and will be confidential.



<PAGE>



                               RF INDUSTRIES, LTD.

            CODE OF ETHICS FOR CEO, CFO AND SENIOR FINANCIAL OFFICERS

                        ADOPTED BY THE BOARD OF DIRECTORS

     The  Company has a Code of Business  Conduct and Ethics  applicable  to all
directors  and  employees  of the  Company.  The CEO and  all  senior  financial
officers,  including the CFO and principal  accounting officer, are bound by the
provisions set forth therein relating to ethical conduct,  conflicts of interest
and compliance with law. In addition to the Code of Business Conduct and Ethics,
the CEO and senior  financial  officers are subject to the following  additional
specific policies in this Code:

1.   The CEO and all senior  financial  officers are responsible for full, fair,
     accurate,  timely and  understandable  disclosure  in the periodic  reports
     required to be filed by the Company  with the SEC.  Accordingly,  it is the
     responsibility  of the CEO and each senior  financial  officer  promptly to
     bring to the attention of those responsible for drafting and preparing such
     disclosures  any material  information  of which he or she may become aware
     that affects the  disclosures  made by the Company in its public filings or
     otherwise  assist  those   responsible  for  drafting  and  preparing  such
     disclosures in fulfilling their responsibilities

2.   The senior financial  officers have a special  responsibility for promoting
     integrity   throughout   the   organization,   with   responsibilities   to
     stakeholders  both  inside and outside of the  Company.  The CEO and senior
     financial  officers have a special role both to adhere to these  principles
     themselves and also to ensure that a culture exists  throughout the company
     as a whole  that  ensures  the fair and  timely  reporting  of the  Company
     financial results and condition.

     Because  of this  special  role,  the CEO is  bound  by this  Code,  and by
accepting this Code of Ethics, each agrees that he or she will:

o    Act with honesty and integrity,  avoiding  actual or apparent  conflicts of
     interest in personal and professional relationships.

o    Provide information that is accurate, complete, objective, relevant, timely
     and   understandable   to  ensure  full,  fair,   accurate,   timely,   and
     understandable  disclosure in reports and documents  that the Company files
     with,   or  submits   to,   government   agencies   and  in  other   public
     communications.

o    Comply with rules and regulations of federal,  state,  provincial and local
     governments, and other appropriate private and public regulatory agencies.

o    Act in good faith,  responsibly,  with due care,  competence and diligence,
     without  misrepresenting  material  facts  or  allowing  one's  independent
     judgment to be subordinated.

o    Respect the confidentiality of information  acquired in the course of one's
     work except when  authorized  or otherwise  legally  obligated to disclose.
     Confidential  information  acquired in the course of one's work will not be
     used for personal advantage.

o    Share knowledge and maintain skills important and relevant to stakeholder's
     needs.

o    Proactively  promote and be an example of ethical behavior as a responsible
     partner among peers, in the work environment and the community.

o    Achieve  responsible  use of and  control  over all  assets  and  resources
     employed or entrusted.

     Promptly  report to the CEO and/or the Audit Committee any conduct that the
individual  believes  to be a  violation  of law or  business  ethics  or of any
provision  of the Code of Business  Conduct and Ethics and this Code,  including
any transaction or relationship  that reasonably  could be expected to give rise
to such a conflict.

3.   The CEO and each  senior  financial  officer  shall  promptly  bring to the
     attention of those  drafting and  preparing the  disclosures  and the Audit
     Committee any  information he or she may have  concerning:  (a) significant
     deficiencies  in the design or operation of internal  controls  which could
     adversely affect the Company's  ability to record,  process,  summarize and
     report  financial  data; or (b) any fraud,  whether or not  material,  that
     involves  management or other employees who have a significant  role in the
     Company's financial reporting, disclosures or internal controls.

4.   The CEO and each  senior  financial  officer  shall  promptly  bring to the
     attention of the CFO or the CEO and to the Audit  Committee any information
     he or she may  have  concerning  any  violation  of the  Company's  Code of
     Business Conduct and Ethics and this Code, including any actual or apparent
     conflicts  of interest  between  personal and  professional  relationships,
     involving any management or other employees who have a significant  role in
     the Company's financial reporting, disclosures or internal controls.

5.   The CEO and each  senior  financial  officer  shall  promptly  bring to the
     attention of the CFO or the CEO and to the Audit  Committee any information
     he or she may have  concerning  evidence  of a  material  violation  of the
     securities or other laws,  rules or  regulations  applicable to the Company
     and the operation of its business,  by the Company or any agent thereof, or
     of violation of the Code of Business Conduct and Ethics or this Code.

6.   The Board of Directors shall determine, or designate appropriate persons to
     determine,  appropriate  actions to be taken in the event of  violations of
     the Code of Business  Conduct and Ethics or of this Code by the CEO and the
     Company's  senior  financial  officers.  Such actions  shall be  reasonably
     designed to deter wrongdoing and to promote accountability for adherence to
     the  Code of  Business  Conduct  and  Ethics  and  this  Code  and to these
     additional procedures,  and shall include written notices to the individual
     involved  that the Board has  determined  that there has been a  violation,
     censure by the Board, demotion or re-assignment of the individual involved,
     suspension with or without pay or benefits (as determined by the Board) and
     termination of the individual's  employment.  In determining what action is
     appropriate  in a particular  case, the Board of Directors or such designee
     shall take into account all relevant information,  including the nature and
     severity of the violation, whether the violation was a single occurrence or
     repeated   occurrences,   whether  the  violation   appears  to  have  been
     intentional  or  inadvertent,  whether the  individual in question had been
     advised  prior to the  violation  as to the  proper  course of  action  and
     whether or not the individual in question had committed other violations in
     the past.

     If you believe that a violation of the Code of Business  Conduct and Ethics
or this Code has occurred, please contact the CFO.

     In addition to the above procedures for reporting  unethical,  dishonest or
illegal  behavior,  the Audit Committee of the Board of Directors had designated
the Company's  independent counsel to receive,  retain and process complaints on
auditing,  accounting  and  internal  control  issues.  Directors,  officers and
employees should promptly report such complaints in writing to:

                                         Istvan Benko
                                         Troy & Gould Professional Corporation
                                         1801 Century Park East, 16th Floor
                                         Los Angeles, CA 90067-2367

     All complaints with respect to questionable accounting and auditing matters
may be made anonymously and will be confidential.



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