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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-05-029734.txt : 20050923
<SEC-HEADER>0001144204-05-029734.hdr.sgml : 20050923
<ACCEPTANCE-DATETIME>20050923140515
ACCESSION NUMBER:		0001144204-05-029734
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050919
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050923
DATE AS OF CHANGE:		20050923

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			R F INDUSTRIES LTD
		CENTRAL INDEX KEY:			0000740664
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC CONNECTORS [3678]
		IRS NUMBER:				880168936
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-13301
		FILM NUMBER:		051100049

	BUSINESS ADDRESS:	
		STREET 1:		7610 MIRAMAR RD
		STREET 2:		BLDG 6000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-2313
		BUSINESS PHONE:		8585496340

	MAIL ADDRESS:	
		STREET 1:		7620 MIRAMAR RD #4100
		STREET 2:		7620 MIRAMAR RD #4100
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-4202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CELLTRONICS INC
		DATE OF NAME CHANGE:	19910204
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v026162_8k.txt
<TEXT>

                                  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) September 19, 2005


                               RF INDUSTRIES, LTD.
                 (Name of small business issuer in its charter)


          Nevada                        0-13301                  88-0168936
(State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
     of Incorporation)                                       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))


<PAGE>


Item 1.01 Entry into a Material Definitive Agreement

RF Industries, Ltd. (the "Registrant") has entered into a letter agreement with
Victor Powers. Pursuant to the letter agreement, Mr. Powers agreed to serve as
the Registrant's new Chief Financial Officer effective September 19, 2005. Mr.
Power's annual salary will be $110,000. Mr. Powers also will be entitled to
participate in the Registrant's annual bonus program and will receive incentive
stock options under the Registrant's management option plan (options for 15,000
shares will be granted after the first year of employment, with annual grants of
2,000 shares thereafter). Either Mr. Powers or the Registrant may terminate Mr.
Powers' employment with the Registrant at any time.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

Victor Powers was appointed as the Registrant's Chief Financial Officer and
Secretary, effective September 19, 2005. For a description of the terms of Mr.
Powers' employment agreement, see Item 1.01 above. Until Mr. Powers'
appointment, Howard Hill, the Registrant's President and Chief Executive
Officer, acted as the interim Chief Financial Officer of the Registrant.
Effective upon the appointment of Mr. Powers, Mr. Hill resigned as the interim
Chief Financial Officer. A press release announcing Mr. Powers' appointment is
attached hereto as Exhibit 99.1.

Mr. Powers, 62, was employed by Robert Half Management Resources, where he
preformed auditing and turnaround consulting services and established financial
reporting procedures for various clients of Robert Half, from October 2003 to
June 2005. Prior thereto, from September 1999 to October 2003, Mr. Powers was
the Chief Financial Officer and the Chief Administrative Officer of Vantra Group
Inc, a developer of enterprise software and ASP services for on-line securities
trading companies. He has also worked with several venture-backed start-ups,
including Navigation Technologies (NavTech) and Centex TMS as well as
Teradyne/Zehntel an ATE systems manufacturer. From 1977 to 1981 he was corporate
controller for U.S. Sprint.

Item 9.01 Financial Statements and Exhibits.


      (c)   Exhibits.

Exhibit No.     Description
- -----------     -----------

99.1           Press Release dated September 23, 2005 announcing to the
               appointment of Victor Powers as the new Chief Financial Officer.


                                   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.


September 23, 2005


                                        By: /s/ Howard Hill
                                            ----------------------------------
                                            Howard Hill
                                            President, Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v026162_ex99-1.txt
<TEXT>

RF INDUSTRIES, LTD.                                        For Immediate Release

RF Connectors/Aviel/Neulink/Bioconnect
- --------------------------------------

Investor Contact:                                          Company Contact:
Neil Berkman Associates                                    Howard F. Hill
(310) 277 - 5162                                           President/CEO
info@berkmanassociates.com                                 (858) 549-6340
- --------------------------

                     RF Industries Hires Victor H. Powers as
                      Chief Financial Officer and Secretary

            SAN DIEGO, CA, September 22, 2005 . .. RF INDUSTRIES, LTD,
      (NASDAQ:RFIL) today announced that Victor H. Powers has joined the Company
      as Chief Financial Officer and Secretary.

            "Victor's 30 years of Chief Financial and Chief Accounting Officer
      (CFO & CAO) experience will help support RF Industries' continued growth
      and enable us to maintain compliance with broad-reaching legislation like
      the Sarbanes-Oxley Act. We are pleased to have him on board," said Howard
      Hill, President of RF Industries.

            Powers, 62, was most recently employed by Robert Half Management
      Resources, where he preformed auditing, turnaround consulting services
      and established financial reporting procedures for various clients.
      Previously, he was CFO and CAO for Vantra Group Inc, a developer of
      enterprise software and ASP services for on-linesecurities trading. He has
      also worked with several venture-backed start-ups, including Navigation
      Technologies (NavTech) and Centex TMS as well as Teradyne/Zehntel an ATE
      systems manufacturer. From 1977 to 1981 he was corporate controller for
      U.S. Sprint. Powers has also led and participated in the management of
      private, venture capital and public financings together valued at over
      $500 million.

            Powers received his B.S. in Economics from Villanova University and
      completed his graduate and advanced financial management studies at
      Pepperdine University and Stanford's AEA Executive Institute,
      respectively.

      About RF Industries

            RFI's RF Connectors 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. Neulink designs and markets wireless digital data
      transmission products for industrial monitoring, wide area networks, GPS
      tracking and locations systems. Bioconnect 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.

                                    * * * * *

                                                                           #39xx
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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