Only stockholders of record at the close of business on April 12, 2010,September 16, 2011, will be entitled to notice of and to vote at the Annual Meeting.  On April 12, 2010,September 16, 2011, there were 2,850,9287,136,056 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.

With regard to the election of directors, the five nominees receiving the greatest number of votes cast will be elected provided a quorum is present.  On each 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 thefor shares represented at the Annual Meeting (in person or by proxy) and entitled to vote will be necessary to approve the matter.vote. Shares represented by proxies that reflect abstentions or broker non-votes (that is, shares held by a broker or nominee which are represented at the meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.  Abstentions will be counted towards the tabulation of votes cast on matters properly presented to the stockholders (except the election of directors) and will have the same effect as negative votes.  Broker non-votes will not be counted as votes cast and, therefore, will have no effect on the outcome of the matters presented at the Annual Meeting.  If the enclosed proxy is properly executed and returned to, and received by, the Company prior to voting at the Annual Meeting, the shares represented thereby will be voted in accordance with the instructions marked thereon.  In the absence of specific voting instructions, the shares will be voted “FOR” (i)in accordance with the nomineesrecommendations of the Board of Directors in the election(i.e. “FOR” (i) all of the five directors whose terms of office will extend untilnominees listed in this Proxy Statement, (ii) the 2011 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, (ii) approvalamendment of the adoptionCompany’s Articles of our 2010 Stock Incentive Plan,Incorporation to decrease the number of the Company’s authorized shares of common stock from 200,000,000 shares to 20,000,000 shares, (iii) the amendment to the Company’s Articles of Incorporation to delete the provision requiring stockholders to allocate their votes among director nominees, and (iii)(iv) the ratification of the re-appointment of J.H. Cohn LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2010.2011). Assuming that a quorum is present, the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote will be required to ratify the appointment of the independent registered public accounting firm.  To amend the Articles of Incorporation to decrease the number of authorized shares and to delete the vote allocation provisions, the affirmative vote of a majority of our outstanding shares of common stock will be required.

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 stockholders.  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.

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.  FiveSix directors are to be elected at the Annual Meeting.  All fivesix nominees are currently members of the Board of Directors.  In accordance with our Bylaws, our Board of Directors has fixed the number of directors on our Board at five.six.

The fivesix candidates receiving the highest number of affirmative votes cast at the Annual Meeting shall be elected as directors of the Company.  Each nomineesnominee listed below has agreed to serve if elected.  If for any reason any nominee named below is not a candidate when the election occurs, we intend to vote proxies for the election of the other nominees named below and may vote them for any substitute nominee or, in lieu thereof, our Board of Directors may reduce the number of directors in accordance with our Bylaws.  Unless otherwise instructed, the Proxy holders will vote the Proxies received by them forin a manner that will result in the fiveelection of the six nominees named below.

A majority of the Directors are "independent directors" as defined by the listing standards of The Nasdaq Stock Market, and the Board of Directors has determined that such independent directors have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. The independent Director nominees are Messrs. Ehret,Marvin Fink, Jacobs,William Reynolds, David Sandberg and Reynolds.J. Randall Waterfield.

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, 2009, the end of the Company’s last fiscal year.ages.

Marvin H. Fink served as the Chief Executive Officer, President and Chairman of the Board of Recom Managed Systems, Inc. from October 2002 to March 2005.  Prior thereto, Mr. Fink was President of Teledyne’s Electronics Group.  Mr. Fink was employed at Teledyne for 40 years.  He holds a B.E.E. degree from the City College of New York, a M.S.E.E. degree from the University of Southern California and a J.D. degree from the University of San Fernando Valley.  He is a member of the California Bar.

Howard F. Hill, a founder of the Company in 1979, has credits in Manufacturing Engineering, Quality Engineering and Industrial Management.  He has been the PresidentChief Executive Officer of the Company since July 1993.1993 and also served as the President of the Company until July 5, 2011.  He has held various positions in the electronics industry over the past 40 years.

William Reynolds was the former VP of Finance and Administration for Teledyne Controls from 1994 until his retirement in 1997.  Prior thereto, for more than 23 years he was the Vice-President of Finance and Administration of Teledyne Microelectronics. Mr. Reynolds also was a program finance administrator of Teledyne Systems Company for five years. He has a B.B.A. degree in Accounting from Woodbury University.

Based on the standards set forth below under “Nominating Directors,” our Board identified and recommended that Messrs. Ehret, Fink, Jacobs, Hill and Reynolds be nominated for re-electionDarren Clark was appointed to the Board of Directors.  Directors on June 15, 2011 following the acquisition by the Company of Cables Unlimited, Inc. on that date.  Mr. Clark has been an executive officer of Cables Unlimited, Inc. since that company was formed in 1992, and the Chief Executive Officer and sole shareholder of Cables Unlimited since 2005.

In determining whether each nomination was appropriate and that each is qualified to serve on the Board of Directors, the Board considered the following:

Howard F. Hill is the President and Chief Executive Officer of the Company.  He co-founded the Company in 1979.  Mr. Hill has credits in Manufacturing Engineering, Quality Engineering and Industrial Management.  He has been the Presidentprincipal executive officer of the Company since July 1993.  He has held various positions in the electronics industry over the past 40 years. (see “Nominees,” above)

James Doss, 42 is the President, Chief Financial Officer and Corporate Secretary. He joined the Company as its Director of Accounting in February 2006, and held the position until February 2007 when he was namedpromoted to Acting Chief Financial Officer and Corporate Secretary.Secretary in February 2007. Effective January 24, 2008, Mr. Doss was appointed the Chief Financial Officer.  Mr. Doss was appointed as the Company’s President effective July 5, 2011.  Prior to joining the Company, Mr. Doss was a private consultant to a number of Software and High-Tech companies, providing general accounting and corporate finance support.  Previously, he was Director of Finance for San Diego-based HomeRelay Communications, Inc., an Internet Service Provider (ISP). From 1996 to 2000, Doss was Controller for CliniComp, International, a San Diego medical software developer and hardware manufacturer of hospital critical care units. In 1995 Mr. Doss joined Denver-based Merrick & Company as Senior Staff Accountant. Mr. Doss received his B.S. in Finance and Economics from San Diego State University in 1993 and completed graduate and advanced financial management studies, receiving his MBA from San Diego State University in 2005.

All members of the Board of Directors hold office until the next Annual Meeting of Stockholders or the election and qualification of their successors. Executive officers serve at the discretion of the Board of Directors.

During the fiscal year ended October 31, 2009,2010, the Board of Directors held sixeight meetings at which each director attended at least 75% of the meetings of the Board of Directors and at least 75% of the meetings of the committees on which he served.

Although the Company does not have a formal policy regarding attendance by Board members at the annual meeting of stockholders, directors are strongly encouraged to attend annual meetings of the Company’s stockholders.  All of the directors attended the 20092010 annual meeting of the Company’s stockholders, and all director nominees are expected to attend the 20102011 Annual Meeting.

During fiscal 2009,2010, the Board of Directors maintained two committees, the Compensation Committee and the Audit Committee.  In August 2011, the Board created a new Strategic Committee and a new Nominating and Corporate Governance Committee.  In August 2011, the Board adopted a new policy that only independent directors may serve on the Company’s committees.  In connection with this new policy, the Board appointed David Sandberg and J. Randall Waterfield to each of the Company’s four committees.  Each of these committees is described as follows:

The Audit Committee meets periodically with the Company’s management and independent registered public accounting firm to, among other things, review the results of the annual audit and quarterly reviews and discuss the financial statements. The audit committee also hires the independent registered public accounting firm, and receives and considers the accountant’s comments as to controls, adequacy of staff and management performance and procedures. The Audit Committee is also authorized to review related party transactions for potential conflicts of interest.  As of the end of fiscal 2009,2010, the Audit Committee was composed of Mr. Reynolds and Mr. Ehret.  In September 2011, Mr. Ehret has resigned from the Board, and three new members of the Board were been appointed to the Audit Committee.   As a result, as of the date of this Proxy Statement, the members of the Audit Committee now consist of Mr. Reynolds (the Chairman), Mr. Sandberg, Mr. Waterfield, and Mr. Kester.Fink.  Each of these individuals weremember of the Audit Committee is, and has been, a non-employee directorsdirector and is independent as defined under the Nasdaq Stock Market’s listing standards.  Each of the members of the Audit Committee has significant knowledge of financial matters, and Mr. Reynolds currently serves as the “audit committee financial expert” of the Audit Committee.  Mr. Kester is not is not up for election at the Annual Meeting and, as a result, he will step down from the Audit Committee at the expiration of his term as a member of our Board of Directors.  The Company believes that the remaining members of the Audit Committee will be able to competently perform the functions required of them as members of the Audit Committee.  Although a replacement for Mr. Kester’s position on the Audit committee has not yet been selected, our Board anticipates that a replacement will be selected at the first meeting of the Directors after the Annual Meeting.  The Audit Committee met four times during fiscal 2009.2010. The Audit Committee operates under a formal charter that governs its duties and conduct.  The Audit Committee’s Charter is on ourthe Company’s website at www.rfindustries.com.

The Compensation Committee currently consists of Messrs. Ehret,Waterfield (Chairman), Fink, Sandberg, and Kester,Reynolds, each of whom is a non-employee director and is independent as defined under the Nasdaq Stock Market’s listing standards. The Compensation Committee is responsible for considering and authorizingmaking recommendations to the Board regarding the remuneration arrangements for senior management.the Company’s principal executive officers, including all employees whose salaries are publicly disclosed in the Company’s reports filed with the Securities and Exchange Commission.  The Committee shall not be involved with setting the compensation of middle management and lower level employees of the Company.  The Compensation Committee held one formal meeting during fiscal 2009,2010, which was attended by all committee members.    Mr. KesterThe Board has decided that the Compensation Committee will step down asnot be terminated prior to the annual meeting of the stockholders to be held in 2013, nor shall its charter be amended unless such termination or amendment is unanimously approved by all directors on the Board.

In August 2011, the Board of Directors established a member of this committee upon the expiration of his term as a director at the Annual Meeting.  Our Board anticipates that a replacement for Mr. KesterNominating and Corporate Governance Committee.  Membership on this committee will be selected atis limited to, and consists solely of, directors on the first meetingBoard who are “non-employee directors” within the meaning of Rule 16b-3 of the Directors afterSecurities Exchange Act of 1934, as amended.  As a result, the Annual Meeting.current members of the committee consist of Messrs. Sandberg (Chairman), Fink, Waterfield, and Reynolds.  The Nominating and Corporate Governance Committee develops and recommends corporate governance guidelines to the Board, identifies qualified individuals to become directors, recommends for selection nominees to serve on the Board, and oversees the evaluation of the Board and its committees.

To date, all five of the Company's director nominees (four of whom are independent directors) have participated in identifying qualified director nominees.  As a result, the Board of Directors has not found it necessary to have a separateThe Nominating Committee.  However, the Board of Directors may form a Nominatingand Corporate Governance Committee for the purpose of nominating future director candidates.  If such a committee is formed, each member of the Nominating Committee will be “independent” as defined in the Nasdaq Stock Market’s listing standards. The functions of the Nominating Committee will be to assist the Board of Directors by identifying individuals qualified to become members, and to recommend to the Board of Directors the director nominees for the next annual meeting of stockholders, and to recommend to the Board of Directors corporate governance guidelines and changes thereto.

The Nominating and Corporate Governance Committee believes that ourthe Board of Directors consistsshould consist of individuals who possess the integrity, education, work ethic, experience and ability to work with others necessary to oversee our business effectively and to represent the interests of all of this Company’s stockholders.  The Nominating and Corporate Governance Committee also believes that directors should, if possible, own an equity interest in the Company in order to better align their interests with those of the stockholders.  The standards that our Boardthe Nominating and Corporate Governance Committee considers in selecting candidates (although candidates need not possess all of the following characteristics, and not all factors are weighted equally) include the director’s or nominee’s:

Any recommendations in proper form received from stockholders will be evaluated in the same manner that potential nominees recommended by our Board members or management are evaluated.

The Company has adopted a Code of Business Conduct and Ethics (the "Code") that applies to all of the Company's Directors, officers and employees, including its principal executive officer and principal financial officer. Stockholders can obtain a copy of the Code, without charge, by writing to the Company’s Corporate Secretary at RF Industries, Ltd., 7610 Miramar Road, Suite 6000, San Diego, California 92126-4202.  In addition, any waivers of the Code for Directors or executive officers of the Company will be disclosed in a report on Form 8-K.