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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RF INDUSTRIES, LTD.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
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(CUSIP Number)
I.F. SHOTKIN, ESQ., WACHTEL & MASYR, LLP.
110 EAST 59TH STREET, NY, NY 10022
(212) 909-9500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communication)
MARCH 3, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the
acquisition which is the subject of this
Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check
the following box. []
Note: Six copies of this statement,
including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person's initial
filing on this form with respect to the
subject class of securities, and for any
subsequent amendment containing information
which would alter disclosures provided in a
prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that
section of the Act but shall be subject to
other provisions of the Act (however, see the Notes).
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CUSIP NO.
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Joan Shapiro
2. Check the Appropriate Box if a Member of a
Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(c). [ ]
6. Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
70,900
8. Shared Voting Power
-0-
9. Sole Dispositive Power
70,900
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
70,900
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
2.3%
14. Type of Reporting Person (See Instructions)
IN
CUSIP NO.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
STUART SCHAPIRO
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(c). [ ]
6. Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
18,000
8. Shared Voting Power
-0-
9. Sole Dispositive Power
18,000
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,000
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
.6
14. Type of Reporting Person (See Instructions)
IN
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CUSIP NO.
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
ROCK ASSOCIATES
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(c). [ ]
6. Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
61,000
8. Shared Voting Power
-0-
9. Sole Dispositive Power
61,000
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
61,000
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
2%
14. Type of Reporting Person (See Instructions)
PN
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RIDER
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par
value (the "Common Stock"), of RF Industries, Ltd. (the
"Company"). The Company's principal executive officers are
located at 7610 Miramar Road, Bldg. 6000, San Diego,
California 92126-4202.
Item 5. Interest in Securities of the Issuer.
(a) The reporting persons beneficially own an
aggregate of 149,900 shares of the Common Stock, which
shares, based on the 3,064,598 shares of the Common Stock
reported as outstanding as of January 31, 1998 in the
Company's Quarterly Report on Form 10-QSB for the quarter
ended January 31, 1998, would constitute 4.9% of the
outstanding shares. All of these 149,900 are outstanding
and the reporting persons own no options or warrants to
purchase shares of the Common Stock. The limited partners
of Rock Associates own no shares of the Common Stock except
through the partnership.
(c) The reporting persons engaged in the following
sales of shares of the Common Stock during the past 60
days, all of which sales were made in open market sales.
There were no purchases during such 60-day period.
(i) Joan Schapiro
Date Number of Shares Sales Price Per Share
- ---- ---------------- ---------------------
3/3/98 5000 1.875
3/9/98 3000 1.625
3/10/98 4300 1.75
3/11/98 2400 1.75
3/17/98 2000 1.875
3/30/98 600 2.03125
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and behalf, I certify that the information set
forth in this statement is true, complete and correct.
April 1, 1998
/s/ Joan Schapiro
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(Signature)
Joan Schapiro
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(Name and Title)
/s/ Stuart Schapiro
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(Signature)
Stuart Schapiro
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(Name and Title)
ROCK ASSOCIATES
By: /s/ Stuart Schapiro
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(Signature)
Stuart Schapiro, General Partner
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(Name and Title)
