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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(Mark One)
 X       Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Quarter Ended September 30, 1998

                                       or

         Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the transition period from __________ to
         ___________.

                         Commission File Number 0-11370



                              CERPROBE CORPORATION
             (Exact name of registrant as specified in its charter)

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                                 DELAWARE                                              86-0312814
                      (State or other jurisdiction of                               (I.R.S. Employer
                      incorporation or organization)                             Identification Number)

               1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA                              85233
                  (Address of principal executive offices)                             (Zip Code)
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                                 (602) 333-1500
              (Registrant's telephone number, including area code)




     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __


     As of December 1, 1998, there were 7,714,736 shares of the registrant's
Common Stock outstanding.
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                              CERPROBE CORPORATION

                                   FORM 10-Q/A
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                TABLE OF CONTENTS

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AMENDMENT EXPLANATION.........................................................3


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS...........................................4

ITEM 2.           CHANGES IN SECURITIES.......................................4

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K............................4

SIGNATURE         ............................................................5
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AMENDMENT EXPLANATION

         Item 1. Legal Proceedings was incorrectly placed under Part I rather
         than Part II. This amendment moves such Item from Part I to Part II.
         The following is the corrected Part II in its entirety, without the
         previously filed exhibits.


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PART II - OTHER INFORMATION


Item 1            Legal Proceedings

                  On October 20, 1998, the Company filed an action entitled
                  Cerprobe Corporation and SVTR, Inc. v. William E. Mayer, et al
                  (No. C 98-4034), in the U.S. District court for the Northern
                  District of California, against the former President, Director
                  and shareholders of Silicon Valley Test & Repair, Inc., which
                  was acquired by the Company by way of a merger into its
                  wholly-owned subsidiary, SVTR, Inc. in January, 1997. The suit
                  seeks rescission of the merger transaction and/or money
                  damages arising from failure of the defendants to disclose
                  material facts regarding the origins of certain software
                  necessary for SVTR, Inc.'s business.

Item 2            Changes in Securities

                  On October 8, 1998, each shareholder of record will receive
                  one Preferred Share Purchase Right on each outstanding share
                  of Common Stock owned. Each Right will entitle shareholders to
                  buy one one-thousandth of a share of newly created Series A
                  Junior Participating Preferred Stock of the Company at an
                  exercise price of $110. The Rights will be exercisable if a
                  person or group hereafter acquires 15% or more of the Common
                  Stock of the Company or announces a tender offer for 15% or
                  more of the Common Stock. Should this occur, the Right will
                  entitle its holder to purchase, at the Right's then current
                  exercise price, a number of the acquiring company's common
                  shares having a market value at that time of twice the Right's
                  exercise price. Rights held by the 15% holder will become void
                  and will not be exercisable to purchase shares at the bargain
                  purchase price. If the Company is acquired in a merger or
                  other business combination transaction after a person acquired
                  15% or more of the Company's Common Stock, each Right will
                  entitle its holder to purchase, at the Right's then current
                  exercise price, a number of the acquiring company's Common
                  Shares having a market value at that time of twice the Right's
                  exercise price.

Item 6            Exhibits and Reports on Form 8-K

                  a.  Exhibits

                      10(iii)       Lease agreement between Cerprobe Corporation
                                    and BancOne Leasing Corporation dated
                                    October 22, 1998.(1)
                      (11)          Computation of Net Income (Loss) Per 
                                    Share.(1)
                      (27.1)        Financial Data Schedule - September 30, 
                                    1998(1)
                      (27.2)        Financial Data Schedule - September 30, 
                                    1997(1)

                  b.  Reports on Form 8-K

                      Form 8-K, filed on October 2, 1998, to report the approval
                      of the declaration of a dividend distribution of one
                      Preferred Share Purchase Right on each outstanding share
                      of Cerprobe's Common Stock.

                  (1) Previously filed with third quarter 10Q on November 16, 
                      1998.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigning
thereunto duly authorized.


                              CERPROBE CORPORATION



                              /s/  Randal L. Buness
                                   Randal L. Buness
                                   Vice President - Chief Financial Officer





December 1, 1998


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