SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                  FORM 10-QSB/A
               Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                    For the Quarter Ended September 30, 1996
                                          ------------------

                         Commission File Number 0-11370

                              CERPROBE CORPORATION
                              --------------------
                    (Name of Issuer Specified in Its Charter)
 
              Delaware                                       86-0312814
   -------------------------------                      ----------------------
   (State or Other Jurisdiction of                        (I.R.S. Employer
    Incorporation or Organization)                      Identification Number)

600 South Rockford Drive, Tempe, Arizona                         85281
----------------------------------------                      ----------
(Address of Principal Executive Offices)                      (Zip Code)

                                 (602) 967-7885
                                 --------------
              (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 Exchange Act during the past 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 
    -----            -----   

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, at the latest practical date.

CLASS                                       OUTSTANDING AS OF NOVEMBER 1, 1996
-----                                       ----------------------------------

Common                                                  5,037,821
Par value $.05 per share

Traditional Small Business Disclosure Format (check one):

Yes               No   X
   -----             -----
                                       1
<PAGE>
                              CERPROBE CORPORATION

                         QUARTERLY REPORT ON FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                TABLE OF CONTENTS





                         PART I - FINANCIAL INFORMATION

ITEM  1.
         Condensed Consolidated Balance Sheets -
         September 30, 1996 and December 31, 1995 .........................    3

         Condensed Consolidated Statements of Income -
         Three and Nine Months Ended September 30, 1996 and 1995 ..........    4

         Condensed Consolidated Statements of Cash Flows -
         Nine Months Ended September 30, 1996 and 1995 ....................    5

         Notes to Condensed Consolidated Financial Statements .............    6

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS ....................   11


                          PART II - OTHER INFORMATION

ITEM  4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS ................   16

ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K .................................   17

SIGNATURES ................................................................   18
                                       2
<PAGE>

                                  CERPROBE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            September 30,  December 31,
                             ASSETS                             1996           1995
                             ------                         ------------   ------------
                                                            (unaudited)
<S>                                                         <C>            <C>
CURRENT ASSETS:
 Cash and cash equivalents                                  $  7,232,995   $    263,681
 Marketable securities (Note B)                                2,260,063              0
 Accounts receivable, net (Note C)                             5,169,219      4,377,041
 Inventories (Note D)                                          3,811,354      2,802,081
 Prepaid expenses                                                138,245        111,673
 Income taxes receivable                                         364,116        163,464
 Deferred income taxes                                           336,598        270,599
                                                            ------------   ------------
TOTAL CURRENT ASSETS                                          19,312,590      7,988,539
                                                            ------------   ------------

PROPERTY AND EQUIPMENT, net  (Notes E & I)                     6,681,928      4,667,786

GOODWILL & INTANGIBLES, net                                    1,734,424      1,923,396

PATENTS AND TECHNOLOGY, net                                       59,854         74,013

OTHER ASSETS (Note F)                                          1,348,924        313,716
                                                            ------------   ------------
           TOTAL ASSETS                                     $ 29,137,720   $ 14,967,450
                                                            ============   ============

              LIABILITIES AND STOCKHOLDERS' EQUITY
              ------------------------------------
CURRENT LIABILITIES:
 Accounts payable                                           $  1,849,836   $  1,499,853
 Accrued expenses (Note G)                                     1,307,981        788,599
 Convertible subordinated debentures                             485,000        595,000
 Current portion of notes payable (Note H)                       124,770        123,743
 Current portion of capital leases (Note I)                      225,165        209,885
                                                            ------------   ------------
          TOTAL CURRENT LIABILITIES                            3,992,752      3,217,080
                                                            ------------   ------------

Notes payable, less current portion                              312,584        408,376
Capital leases, less current portion                             644,693        572,830
Deferred income taxes                                             66,123         66,123
Other liabilities                                                339,159         46,801
                                                            ------------   ------------
          TOTAL LIABILITIES                                    5,355,311      4,311,210
                                                            ------------   ------------

MINORITY INTEREST                                                 29,211              0
                                                            ------------   ------------

STOCKHOLDERS' EQUITY:
 Preferred stock, par value $.05 per share:
  Authorized, 10,000,000 shares;
  Issued and outstanding 523 shares at September 30, 1996             26              0
 Common stock, par value $.05 per share:
  Authorized, 10,000,000 shares;
  Issued and outstanding 4,909,279 and 4,095,851
     shares at September 30, 1996 and December 31, 1995          245,464        204,792
  Additional paid-in-capital                                  17,488,202      7,239,410
  Retained earnings                                            5,997,348      3,466,464
  Unearned compensation                                                0       (241,872)
  Foreign currency translation adjustment                         22,158        (12,554)
                                                            ------------   ------------
TOTAL STOCKHOLDERS' EQUITY                                    23,753,198     10,656,240
                                                            ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 29,137,720   $ 14,967,450
                                                            ============   ============
</TABLE>
                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                  CERPROBE CORPORATION
                                      CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                      (Unaudited)


                                                  Three Months Ended September 30,     Nine Months Ended September 30,
                                                  --------------------------------     -------------------------------
                                                       1996              1995              1996              1995
                                                   ------------      ------------      ------------      ------------
<S>                                                <C>               <C>               <C>               <C>         
NET SALES                                          $  8,799,247      $  6,834,260      $ 28,159,069      $ 17,968,454

COST OF GOODS SOLD                                    4,937,571         3,551,627        15,285,366         9,390,742
                                                   ------------      ------------      ------------      ------------

GROSS MARGIN                                          3,861,676         3,282,633        12,873,703         8,577,712
                                                   ------------      ------------      ------------      ------------

EXPENSES:
 Engineering and product development                    345,963           199,745           724,230           529,068
 Selling, general and administrative                  2,595,559         2,197,764         7,870,390         5,110,197
                                                   ------------      ------------      ------------      ------------

                                                      2,941,522         2,397,509         8,594,620         5,639,265
                                                   ------------      ------------      ------------      ------------

OPERATING INCOME                                        920,154           885,124         4,279,083         2,938,447

OTHER INCOME AND (EXPENSE):
 Interest expense                                       (50,737)          (50,273)         (167,194)         (134,207)
 Interest income                                        177,113             8,950           345,356            34,576
 Other income                                            64,348            30,357           151,830           119,726
                                                   ------------      ------------      ------------      ------------

INCOME BEFORE INCOME TAXES
  AND MINORITY INTEREST                               1,110,878           874,158         4,609,075         2,958,542

MINORITY INTEREST                                        21,521                 0            83,809                 0
PROVISION FOR INCOME TAXES                              469,000           362,000         2,162,000         1,267,000
                                                   ------------      ------------      ------------      ------------

NET INCOME                                         $    663,399      $    512,158      $  2,530,884      $  1,691,542
                                                   ============      ============      ============      ============


INCOME PER COMMON AND COMMON EQUIVALENT SHARE:

PRIMARY NET INCOME PER SHARE                       $       0.13      $       0.12      $       0.49      $       0.42
                                                   ============      ============      ============      ============
WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING                                   5,297,528         4,405,372         5,125,943         4,022,993
                                                   ============      ============      ============      ============


FULLY DILUTED NET INCOME PER SHARE                 $       0.11      $       0.10      $       0.45      $       0.36
                                                   ============      ============      ============      ============
WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING                                   5,782,576         4,992,874         5,647,789         4,708,352
                                                   ============      ============      ============      ============
</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                    CERPROBE CORPORATION
                                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (Unaudited)

                                                                                          Nine months ended September 30,
                                                                                          ------------------------------
                                                                                               1996             1995
                                                                                           -----------      -----------
<S>                                                                                        <C>              <C>
OPERATING ACTIVITIES:
     Net income                                                                            $ 2,530,884      $ 1,691,542
     Adjustments to reconcile net income to net cash provided by operating activities:
        Depreciation and amortization                                                        1,339,227          485,502
        Gain on sale of fixed assets                                                                 0            6,444
        Tax benefit from stock options exercised                                               407,000                0
        Deferred income taxes                                                                  (65,999)          (8,901)
        Provision for losses on accounts receivable                                              5,000           51,000
        Provision for obsolete inventory                                                        46,000           95,000
        Compensation expense                                                                    49,383                0
        Loss applicable to minority interest                                                   (83,809)               0
     Changes in operating assets and liabilities:
        Accounts receivable                                                                   (797,178)        (859,701)
        Inventories                                                                         (1,055,273)        (935,603)
        Prepaid expenses and other assets                                                     (461,780)        (322,438)
        Accounts payable and accrued expenses                                                  869,365          168,549
        Income taxes receivable                                                               (200,652)               0
        Other liabilities                                                                      292,358          424,133
                                                                                           -----------      -----------
            Net cash provided by operating activities                                        2,874,526          795,527
                                                                                           -----------      -----------

INVESTING ACTIVITIES:
        Capital expenditures                                                                (2,896,861)      (1,187,269)
        Purchase of marketable securities                                                   (2,260,063)               0
        Investment in CRPB Investors, L.L.C                                                   (600,000)               0
        Cost incurred in Fresh Test Technology acquisition                                           0         (402,865)
        Cash acquired in purchase of Fresh Test Technology                                           0          321,167
        Proceeds from sale of fixed assets                                                           0           43,613
                                                                                           -----------      -----------
            Net cash used in investing activities                                           (5,756,924)      (1,225,354)
                                                                                           -----------      -----------

FINANCING ACTIVITIES:
     Principal payments on notes payable and capital leases                                   (261,000)        (253,692)
     Net proceeds from issuance of convertible preferred stock                               9,400,000                0
     Net proceeds from issuance of common stock                                                564,980          207,464
     Capital contribution by minority interest partner                                         113,020                0
                                                                                           -----------      -----------
            Net cash provided by (used in) financing activities                              9,817,000          (46,228)
                                                                                           -----------      -----------

EFFECT OF EXCHANGE RATES ON CASH                                                                34,712          (18,479)
                                                                                           -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    6,969,314         (494,534)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                 263,681          738,319
                                                                                           -----------      -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                   $ 7,232,995      $   243,785
                                                                                           ===========      ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
     AND FINANCING ACTIVITIES:
     Conversion of subordinated debentures to common stock                                 $   110,000                0
                                                                                           -----------      -----------

     Property acquired under capital leases and notes payable                              $   253,378      $   547,613
                                                                                           -----------      -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
     INFORMATION :
     Interest paid                                                                         $   118,685      $   110,263
                                                                                           -----------      -----------
     Income taxes paid                                                                     $ 1,812,000      $ 1,679,876
                                                                                           -----------      -----------
     Issuance of stock for purchase of Fresh Test Technology                               $         0      $ 2,662,969
                                                                                           -----------      -----------
</TABLE>
                                       5
<PAGE>
                              CERPROBE CORPORATION
                              --------------------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                               SEPTEMBER 30, 1996
                               ------------------

A.       INTERIM FINANCIAL REPORTING
         ---------------------------

         The  balance  sheet  as  of  September  30,  1996,  the  statements  of
         operations  for the three and nine months ended  September 30, 1996 and
         September  30,  1995,  and the  statements  of cash  flows for the nine
         months  ended  September  30,  1996 and  September  30,  1995 have been
         prepared by Cerprobe  Corporation (the "Company") without audit. In the
         opinion of  management,  all  adjustments  (which  include  only normal
         recurring  adjustments)  necessary  to  present  fairly  the  financial
         position,  results  of  operations  and  cash  flows  for  all  periods
         presented have been made.

         Certain  information  and  footnote  disclosures  normally  included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting  principles have been condensed or omitted.  It is suggested
         that  these  financial  statements  be read  in  conjunction  with  the
         financial  statements and notes thereto  included in the Company's 1995
         Form 10-KSB.  The results of operations of the interim  periods are not
         necessarily  indicative  of the results to be  obtained  for the entire
         year.

         In late 1995,  Cerprobe  Corporation  formed a wholly  owned  Singapore
         subsidiary  called  Cerprobe  Asia  Holdings  PTE.  LTD.  Cerprobe Asia
         Holdings  PTE.  LTD.,  together  with Asian  investors,  formed a joint
         venture named Cerprobe Asia PTE. LTD.  Cerprobe Asia Holdings PTE. LTD.
         is a 70% owner of Cerprobe Asia PTE. LTD.  Subsequently,  Cerprobe Asia
         PTE. LTD created wholly owned subsidiaries, Cerprobe Singapore PTE. LTD
         and  Cerprobe  Taiwan  Co.  LTD,  to  operate  full  service  sales and
         manufacturing plants. At present,  Cerprobe Taiwan Co. LTD is not fully
         operational.  All  activities  that  are  related  to the  above  Asian
         Companies will, henceforth, be referred to as "Asian Operations."

B.       MARKETABLE SECURITIES
         ---------------------

         Marketable securities consist of a U.S. Treasury Note for $2,225,000 at
         6 3/8%,  maturing on July 15, 1999. This balance is stated at cost plus
         accrued interest, which approximates fair market value.


C.       ALLOWANCE FOR DOUBTFUL ACCOUNTS
         -------------------------------

         The allowance for doubtful  accounts at September 30, 1996 and December
         31, 1995 were $178,000 and $173,000, respectively.

                                       6
<PAGE>
D.       INVENTORIES
         -----------

         Inventories  are  stated  at  the  lower  of  cost  (determined  on the
         first-in, first-out method) or market and consist of the following:


<TABLE>
<CAPTION>
                                               September 30,        December 31,
                                                    1996                1995
                                              --------------       ------------
<S>                                           <C>                  <C>         
         Raw materials                        $    2,250,649       $  1,655,974
         Work-in-process                           1,689,705          1,229,107
         Reserve for obsolete inventory             (129,000)           (83,000)
                                              --------------       ------------

                  Total                       $    3,811,354       $  2,802,081
                                              ==============       ============
</TABLE>

E.       PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                   September 30,   December 31,
                                                        1996          1995
                                                   --------------  ------------
<S>                                                <C>             <C>         
         Manufacturing tools and equipment         $    6,671,614  $  4,825,724
         Office furniture and equipment                 2,783,528     1,722,312
         Leasehold improvements                           881,554       759,843
         Construction in progress                         507,185       398,838
         Computer software                                 39,775        39,775
         Accumulated depreciation and amortization     (4,201,728)   (3,078,706)
                                                   --------------  ------------
                                                   $    6,681,928  $  4,667,786
                                                   ==============  ============
</TABLE>

F.       OTHER ASSETS
         ------------

         In  September  1996,  the  Company  acquired  a 36%  interest  in  CRPB
         Investors,  L.L.C.,  for $600,000.  CRPB Investors,  L.L.C., an Arizona
         limited  liability  company,  was formed for the  purpose of owning and
         operating  the 83,000  square  foot  facility  being  built to serve as
         Cerprobe's worldwide headquarters. The investment will be accounted for
         by the equity method of accounting.  A holder of $460,000 of Cerprobe's
         convertible  subordinated  debentures is a 24% owner of CRPB Investors,
         L.L.C..

G.       ACCRUED EXPENSES
         ----------------

         Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                      September 30,     December 31,
                                                           1996             1995
                                                     ---------------   -------------
<S>                                                  <C>               <C>          
         Accrued payroll and related taxes           $       910,957   $     482,866
         Other accrued expenses                              397,024         305,733
                                                     ---------------   -------------
                                                     $     1,307,981   $     788,599
                                                     ===============   =============
</TABLE>
                                       7
<PAGE>
H.       NOTES PAYABLE
         -------------

         On April 30, 1996,  the Company  entered  into an unsecured  $3,000,000
         revolving  line of credit with First  Interstate  Bank (now Wells Fargo
         Bank),  which expires on April 28, 1997. The non-use fee under the line
         of credit is .125% of the unused  portion,  calculated  per annum.  The
         interest  rate on any  amounts  borrowed  under  the  revolving  credit
         agreement is the lower of Prime Rate,  which was 8.25% at September 30,
         1996, or LIBOR (London Interbank Rate), plus 2.25%, which was 7.684% at
         September  30,  1996.  There  was  no  amount  outstanding  under  this
         agreement at September 30, 1996.

         On April 3,  1995,  due to the  acquisition  of Fresh  Test  Technology
         Corporation  ("Fresh Test"),  the Company acquired a note related to an
         exclusive license for probe card technology, which provided for monthly
         payments of $2,500. This note was paid in full on March 14, 1996.

I.       LONG-TERM DEBT AND COMMITMENTS
         ------------------------------

         On August  21,  1996,  Cerprobe  entered  into a long  term  commercial
         operating  lease to consolidate  its Arizona  operations  into a single
         facility  on a 12 acre  parcel in  Gilbert,  Arizona.  The  lease  will
         commence  upon  completion  of the 83,000  square foot  facility in May
         1997. The facility will serve as Cerprobe's worldwide  headquarters and
         is being built for Cerprobe's use by CRPB Investors,  L.L.C., a limited
         liability  company  formed for the purpose of owning and  operating the
         property.  Cerprobe is a minority shareholder in CRPB Investors, L.L.C.
         The initial  term of the lease is 15 years with 7 options to extend the
         lease for successive 5 year terms.  The initial lease rate is dependent
         on final  construction  costs,  but is  currently  expected to be about
         $875,000 per year.

         On September 9, 1996,  the Company  leased  various  equipment  with an
         aggregate  cost of $253,378 from Wells Fargo Leasing  Corporation.  The
         interest rate on this lease is 8.48%.  On September 30, 1996,  the long
         term portion of this lease was $209,227.

         On October 10,  1996,  the Company  leased  various  equipment  with an
         aggregate  cost of $270,590 from Wells Fargo Leasing  Corporation.  The
         interest rate on this lease is 8.08%.

         Convertible Subordinated Debentures

         In March and April 1991,  the Company  issued  $1,000,000  in aggregate
         principal   amount  of   Convertible   Subordinated   Debentures   (the
         "Debentures").  The  Debentures  are  convertible  into  shares  of the
         Company's  Common Stock at a conversion price equal to $1.00 per share.
         As  of  September  30,  1996,  $515,000  in  principal  amount  of  the
         Debentures  had been  converted  into 515,000  shares of Common  Stock.
         Accordingly,  $485,000  in  principal  amount  of  the  Debentures  was
         outstanding  at September 30, 1996, all of which is due on December 15,
         1996  ($480,000 of which bears  interest at 12 1/2% and $5,000 of which
         bears interest at 25%,  payable  semi-annually  in June and December of
         each year).

                                        8
<PAGE>
         Convertible Preferred Stock

         On January 18, 1996,  the Company  issued  1,000 shares of  Convertible
         Preferred  Stock  for  $10,000,000.   Net  proceeds,   after  deducting
         expenses,  were  $9,400,000.  If a holder does not  convert  within the
         first two years,  then  automatic  conversion  occurs at the end of the
         second year. The Convertible  Preferred Stock converts at the lesser of
         110% of the fixed strike price of $16.55 or 90% of the average five day
         closing price prior to the  conversion  date.  The Company may call the
         Convertible   Preferred  Stock  at  any  time  in  minimum  amounts  of
         $2,000,000  at a price  of 125% of par,  or upon a  merger,  buyout  or
         acquisition.

         Additionally,  the  Company  issued  39,275  common  stock  warrants on
         January  18,  1996.  These give the holder the right to  purchase  from
         Cerprobe Corporation not more than 39,275 fully paid and non-assessable
         shares of the  Company's  Common Stock,  $.05 par value,  at a price of
         $16.55 per share on or after January 16, 1997,  with expiration in four
         years.

         During the first quarter ended March 31, 1996, 22 shares of Convertible
         Preferred  Stock were  converted  into 17,655  shares of Common  Stock.
         During  the  second   quarter  ended  June  30,  1996,  106  shares  of
         Convertible Preferred Stock were converted into 83,300 shares of Common
         Stock. During the third quarter ended September 30, 1996, 349 shares of
         Convertible  Preferred  Stock were  converted  into  437,771  shares of
         Common Stock.  Accordingly,  523 shares of Convertible  Preferred Stock
         were outstanding at September 30, 1996.

         Acquisition

         On October 25, 1996, the Company signed an Agreement of Merger and Plan
         of Reorganization with CRoute,  Inc., a Texas corporation,  pursuant to
         which Cerprobe will acquire CompuRoute, Incorporated, a manufacturer of
         printed  circuit  boards,  89% of which is owned by  CRoute,  Inc.,  in
         exchange for 400,000  shares of Cerprobe  common stock and $4.6 million
         in cash, subject to reduction. The transaction will be accounted for by
         Cerprobe  under the purchase  method of accounting  in accordance  with
         generally  accepted  accounting  principles.  In  connection  with this
         transaction,  Cerprobe  will purchase the existing  building  leased by
         CompuRoute  for  $1.2  million  and  the  assumption  of the  remaining
         principal  balance  against the building,  which at September 30, 1996,
         was approximately  $1,040,000.  This transaction is subject to a number
         of conditions,  as well as approval by the  shareholders  of CRoute and
         CompuRoute.
                                        9
<PAGE>
J.       PRO FORMA DATA - FRESH TEST TECHNOLOGY ACQUISITION
         --------------------------------------------------

         The  following  summary,  prepared on a pro forma  basis,  presents the
         results of operations  as if the  acquisition  had occurred  January 1,
         1995.


                                                            Nine Months Ended
                                                            -----------------
                                                            September 30, 1995
                                                            ------------------

                         Net sales                               $19,446,606
                         Net income                                1,871,418
                         Primary earnings per share                      .46
                         Fully diluted earnings per share                .40

                                       10
<PAGE>
ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     ---------------------------------------
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

General

Cerprobe  designs,   manufactures,  and  markets  high-performance  probing  and
interface  products  for use in the testing of  integrated  circuits  and hybrid
electronic  circuits for the semiconductor  industry.  Its probe cards generally
range from $500 to $24,000,  but may cost more depending upon the complexity and
performance  specifications of the probe cards.  Cerprobe's interface assemblies
range in price from $1,000 to $65,000.  The Company has experienced  significant
growth over the past few years with sales of $14 million in 1994, $26 million in
1995,  and $28  million  for the first  nine  months of 1996.  Approximately  $4
million  of 1995 sales and $5.4  million of the first nine  months of 1996 sales
were sales of interface  products from the Company's  1995  acquisition of Fresh
Test Technology Corporation ("Fresh Test").

The Company operates domestic full service manufacturing and sales facilities in
Tempe and Chandler, Arizona; San Jose, California;  Austin, Texas; and Westboro,
Massachusetts,  and  maintains  sales  offices in  Beaverton,  Oregon;  Colorado
Springs, Colorado; and Boca Raton, Florida.

In Europe and Asia,  Cerprobe  markets its products  and services its  customers
through its full  service  manufacturing  and sales  facilities  in Scotland and
Singapore.  Cerprobe  recently leased space for a Taiwan facility under the name
of Cerprobe  Taiwan Co., LTD. This  subsidiary is in the initial  startup phase.
The Company  intends to continue to expand in Southeast Asia as it believes that
area is the fastest growing region for the semiconductor industry.


Results of Operations

Three Months Ended  September 30, 1996 Compared to Three Months Ended  September
30, 1995

Net sales for the three months ended September 30, 1996 were $8,799,247 compared
to $6,834,260 for the three months ended September 30, 1995, an increase of 29%.
The increase in net sales reflects a continuation  of higher order rates for the
Company's probe card products and the  contribution  of interface  products from
the Company's 1995 acquisition of Fresh Test.

Gross  margin for the three  months  ended  September  30, 1996 was 44% of sales
compared  to 48% of sales for the  comparable  period in 1995.  The  decrease in
gross margin was a result of the change in product mix,  which includes a higher
ratio of interface  product sales in the three months ended  September 30, 1996,
as well as  manufacturing  variances  due to  decreased  volume in  relation  to
capacity during the three months ended September 30, 1996.

Engineering  and  product  development  expenses  for  the  three  months  ended
September 30, 1996 were $345,963 compared to $199,745 for the three months ended
September 30, 1995,  an increase of 73%.  This increase  represents a controlled
expansion of research and  development  efforts to pursue the development of new
integrated  circuit  testing  systems  for  the  future.
                                       11
<PAGE>
Selling,  general  and  administrative  expenses  for  the  three  months  ended
September 30, 1996 were  $2,595,559  compared to $2,197,764 for the three months
ended  September 30, 1995, an increase of 18%. The increase in selling,  general
and  administrative   expenses  resulted  primarily  from  increased  sales  and
marketing efforts,  and increased fixed general and administrative  costs due to
the Company's domestic facility expansion and the start-up of Asian operations.

Operating  income for the three  months  ended  September  30, 1996 was $920,154
compared to $885,124 for the three months ended  September 30, 1995, an increase
of 4%. The increase in operating income resulted  primarily from the increase in
net sales as a result of higher order rates.

Interest  income for the three  months  ended  September  30, 1996 was  $177,113
compared with $8,950 for the three months ended  September 30, 1995, an increase
of 1,879%.  This increase was primarily due to the interest income earned on the
net proceeds from the issuance of Convertible Preferred Stock.

Income  before  income  taxes and  minority  interest for the three months ended
September  30, 1996 was  $1,110,878 as compared to $874,158 for the three months
ended  September  30, 1995, an increase of 27%. The majority of the increase was
due to increased  sales  reflecting a continuation of higher order rates for the
Company's probe card and interface products.

The minority interest from Asian operations for the three months ended September
30, 1996 of $21,521 represents the Company's joint venture partner's share (30%)
of the loss from  Asian  operations.  The  initial  start up phase for the Asian
operations,  which  includes  training  and  build  up of  inventory,  has  been
occurring during 1996.

For the three months ended  September 30, 1996,  the  Company's  income tax rate
remained comparable to that of the same period in 1995.

Net income for the three months ended  September 30, 1996 was $663,399  compared
to $512,158 for the three months ended  September  30, 1995, an increase of 30%.
The increase was  primarily due to the increase in net sales due to higher order
rates.

Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30,
1995

Revenues for the nine months ended September 30, 1996 were $28,159,069  compared
to $17,968,454 for the nine months ended September 30, 1995, an increase of 57%.
The increase in net sales reflects a continuation  of higher order rates for the
Company's probe card products and the  contribution  of interface  products from
the Company's 1995 acquisition of Fresh Test.

Gross  margin for the nine  months  ended  September  30,  1996 was 46% of sales
compared  to 48% of sales for the  comparable  period in 1995.  The  decrease in
gross  margin is a result of a change in product  mix,  which  includes a higher
ratio of interface  product  sales,  as well as  manufacturing  variances due to
decreased volume in relation to capacity during the three months ended September
30, 1996.

Engineering and product development expenses for the nine months ended September
30, 1996 were $724,230  compared to $529,068 for the nine months ended September
30, 1995, an 
                                       12
<PAGE>
increase of 37%. This increase represents a controlled expansion of research and
development  efforts to pursue the development of new integrated circuit testing
systems for the future.

Selling, general and administrative expenses for the nine months ended September
30, 1996 were  $7,870,390  compared  to  $5,110,197  for the nine  months  ended
September  30, 1995,  an increase of 54%.  The increase in selling,  general and
administrative  expenses  resulted  primarily from increased sales and marketing
efforts,  increased fixed general and administrative  costs due to the Company's
domestic facility expansion and the start-up of Asian operations.

Operating  income for the nine months ended  September  30, 1996 was  $4,279,083
compared to $2,938,447 for the nine months ended September 30, 1995, an increase
of 46%. The increase in operating income resulted primarily from the increase in
net sales as a result of higher order rates.

Interest  expense  for the nine months  ended  September  30, 1996 was  $167,194
compared to $134,207 for the nine months ended  September  30, 1995, an increase
of 25%.  The  increase  in interest  expense is  primarily  attributable  to the
increase in lease equipment financing.

Interest  income for the nine  months  ended  September  30,  1996 was  $345,356
compared to $34,576 for the nine months ended September 30, 1995, an increase of
899%.  This increase was primarily due to the interest  income earned on the net
proceeds from the issuance of Convertible Preferred Stock.

Income  before  income  taxes and  minority  interest  for the nine months ended
September  30, 1996 was  $4,609,075  compared to $2,958,542  for the  comparable
period in 1995,  an increase of 56%.  The majority of the increase was due to an
increase in sales which  reflects a  continuation  of higher order rates for the
Company's probe card and interface products.

The minority  interest from Asian operations for the nine months ended September
30, 1996 of $83,809 represents the Company's joint venture partner's share (30%)
of the loss from Asian  operations.  During the nine months ended  September 30,
1996,  the Asian  operations  were in the initial start up phase which  includes
training and build up of inventory.

For the nine months ended September 30, 1996, the Company's  income tax rate was
47% compared to 43% for the same period in 1995. The increase in income tax rate
was due to the non-deductibility of losses from the Company's European and Asian
subsidiaries.

Net income for the nine months ended September 30, 1996 was $2,530,884  compared
to  $1,691,542  for the  comparable  period in 1995,  an  increase  of 50%.  The
increase was primarily due to the increase in net sales.

Liquidity and Capital Resources

The Company has  financed  its  operations  and capital  requirements  primarily
through cash flow from operations,  equipment lease financing arrangements,  and
sales of equity  securities.  In January 1996,  the Company  completed a private
placement of Convertible Preferred Stock which raised net proceeds of $9,400,000
to fund its domestic and  international  expansion  as well as  acquisitions  of
other companies and/or technologies.  At September 30, 1996, cash and marketable
securities were $9,493,058, compared to $263,681 as of December 31, 1995.
                                       13
<PAGE>
During  the  nine  months  ended  September  30,  1996,  the  Company  generated
$2,874,526 in cash flow from operations. Accounts receivable increased $797,178,
or 18%, to $5,169,219,  primarily due to the 8% increase in net revenues for the
three  months  ended  September  30,  1996  compared to the three  months  ended
December 31, 1995, as well as the timing of the shipments  during the respective
quarters.  Inventories increased $1,055,273,  or 36%, to $3,811,354 at September
30, 1996,  to support the higher  production  levels  related to the  continuing
year-over-year  increase  in net  sales.  Both  accounts  receivable  days sales
outstanding  and inventory turns improved during the nine months ended September
30, 1996 compared to the fiscal year ended December 31, 1995.

Accounts payable and accrued expenses increased $869,365 from December 31, 1995,
or 38%, to $3,157,817 primarily due to increased activities with vendors.

Working capital increased $10,548,379, or 221%, to $15,319,838 from December 31,
1995 to  September  30,  1996.  The  current  ratio  increased  from 2.5 to 1 at
December  31, 1995 to 4.8 to 1 at  September  30,  1996.  These  increases  were
primarily  as a result of the net  proceeds  from the private  placement  of the
Convertible Preferred Stock..

The Company  increased its investment in property,  plant,  and equipment during
the nine months ended  September 30, 1996 by $3,150,239 or 40%, to  $10,883,656,
in order to expand  capacity to meet  customer  demand for its  products.  These
capital  expenditures were funded from cash flow from operations,  proceeds from
the private placement of the Convertible Preferred Stock, and a capital lease of
$253,378  with Wells Fargo  Leasing  Corporation.  Long term debt,  comprised of
notes payable and capital leases, decreased $23,929, or 2%, to $957,277.

On October 25,  1996,  the  Company  signed an  Agreement  of Merger and Plan of
Reorganization  with  CRoute,  Inc.,  a Texas  corporation,  pursuant  to  which
Cerprobe  will  acquire  CompuRoute,  Incorporated,  a  manufacturer  of printed
circuit boards,  89% of which is owned by CRoute,  Inc., in exchange for 400,000
shares of Cerprobe common stock and $4.6 million in cash,  subject to reduction.
The  transaction  will be accounted for by Cerprobe under the purchase method of
accounting in accordance  with  generally  accepted  accounting  principles.  In
connection with this  transaction,  Cerprobe will purchase the existing building
leased by  CompuRoute  for $1.2  million  and the  assumption  of the  remaining
principal  balance  against the  building,  which at  September  30,  1996,  was
approximately $1,040,000. This transaction is subject to a number of conditions,
as well as approval by the shareholders of CRoute and CompuRoute.

The  Company  has signed a  long-term  lease for a  corporate  headquarters  and
manufacturing  facility in Arizona.  Construction began in September 1996 and is
anticipated  to continue  over an eight month  period.  The Company would be the
sole tenant of the approximately 83,000 square foot facility,  which will permit
the Company to consolidate all of its Arizona activities.

In April 1996, the Company entered into a $3,000,000 unsecured revolving line of
credit,  which matures April 28, 1997, with its primary lender, First Interstate
Bank of Arizona (now Wells Fargo Bank). Advances under the revolving line may be
made as Prime Rate  Advances,  which accrue  interest  payable  monthly,  at the
Bank's prime lending rate, or as LIBOR Rate Advances  which bear interest at 225
basis  points in excess of the LIBOR  Base  Rate.  At  September  30,  1996,  no
borrowings were outstanding under this credit facility.
                                       14
<PAGE>
If the remaining  holders of the  Convertible  Preferred  Stock elect to convert
their  shares into shares of Common  Stock based on the current  market price of
the  Company's  Common  Stock,  the Company would be required to issue more than
800,000 shares of Common Stock. To insure compliance with Nasdaq National Market
rules requiring  shareholder  approval of issuances of Common Stock representing
greater than 20% of all shares outstanding,  the Company has the right to redeem
any shares of Convertible  Preferred  Stock that, if converted,  would result in
the issuance of more than 800,000  shares of Common  Stock.  In such event,  the
Company may redeem those shares of  Convertible  Preferred  Stock for cash in an
amount  determined  by a  formula  based  on the  current  market  price  of the
Company's Common Stock. If the holders of all outstanding  shares of Convertible
Preferred  Stock had elected to convert  their shares on October 24,  1996,  the
Company  estimates  that  it  would  have  been  required  to pay  approximately
$3,300,000 to have redeemed all shares of Convertible  Preferred  Stock that, if
converted,  would have  resulted in the issuance of more than 800,000  shares of
Common  Stock.  Based on the  formula  referred  to  above,  the  amount of cash
required to redeem any shares of  Convertible  Preferred  Stock will increase if
the price of the  Company's  Common Stock  decreases,  and will  decrease if the
price of the Company's Common Stock increases.

The Company believes that its capital,  together with loan commitments described
above and anticipated cash flow from  operations,  will provide adequate sources
to fund operations in the near term. The Company anticipates that any additional
cash  requirements as the result of operations or capital  expenditures  will be
financed  through cash flow from  operations,  by borrowing  from the  Company's
primary lender, or by lease financing arrangements.

"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
1995

Statements in this report regarding the expansion of the Company's operations in
Southeast  Asia  and  adequacy  of  sources  of  capital  are  forward   looking
statements. Words such as "expects",  "intends",  "believes",  "anticipates" and
"will likely" also identify forward looking statements. Actual results, however,
could  differ  materially  from  those  anticipated  for a  number  of  reasons,
including increased  competition in Southeast Asia, a downturn in the market for
semiconductors,  increases in interest rates, foreign currency fluctuations, and
other unanticipated  factors.  Risk factors,  cautionary  statements,  and other
conditions  that could  cause  actual  results to differ  are  contained  in the
Company's SEC filings,  its press  releases  dated July 22, 1996 and October 17,
1996, and the Company's Annual Report on Form 10-KSB.
                                       15
<PAGE>
         PART II - OTHER INFORMATION


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------

<TABLE>
<S>               <C>      <C>
                  a.       The annual meeting of stockholders of the Company was held on
                           July 23,  1996 in Tempe,  Arizona.  The  table  below
                           briefly  describes the proposals and results from the
                           annual meeting of stockholders.

                           1.       Election of Directors                 For            Withheld
                                                                          ---            --------
                                      Ross J. Mangano                  3,718,932           14,256
                                      C. Zane Close                    3,718,932           14,256
                                      Kenneth W. Miller                3,718,932           14,256
                                      Donald F. Walter                 3,622,734          110,454
                                      William A. Fresh                 3,718,932           14,256

                           2.       Proposal to ratify the appointment of KPMG Peat Marwick LLP as
                                    the independent auditors of the Company.

                                        For          Against          Abstain
                                        ---          -------          -------
                                     3,722,454        1,500            9,234

                  b.       A special meeting of stockholders of the Company, which was a
                           continuation of the annual meeting of stockholders, was held on August
                           20, 1996 in Phoenix, Arizona.

                           1.       Proposal to amend the Company's Certificate of Incorporation to
                                    add a provision allowing the Board of Directors to consider certain
                                    factors when evaluating certain matters such as tender offers.

                                        For          Against          Withheld       Abstain
                                        ---          -------          --------       -------
                                     2,409,732       104,540          1,266,860       74,741
                    
                           2.       Proposal to amend the Company's Certificate of Incorporation so
                                    that the Company will be subject to the provisions of Section 203
                                    of the Delaware General Corporation Law.

                                        For          Against          Withheld       Abstain
                                        ---          -------          --------       -------
                                     2,409,857       100,390          1,266,860       75,766

                           3.       Proposal to amend the Company's Certificate of Incorporation to
                                    eliminate actions by written consent of stockholders.

                                        For          Against          Withheld       Abstain
                                        ---          -------          --------       -------
                                     2,416,769       119,228          1,296,860       20,016

                           4.       Proposal to amend the Company's Certificate of Incorporation to
                                    add certain minimum price and procedural requirements in
                                    connection with certain transactions such as business
                                    combinations.

                                        For          Against          Withheld       Abstain
                                        ---          -------          --------       -------
                                     2,463,557       104,140          1,226,860       18,316
</TABLE>
                                       16
<PAGE>
ITEM 6                            EXHIBITS AND REPORTS ON FORM 8-K
                                  --------------------------------

                  a.       Exhibits required by Item 601 of Regulation S-K

                           1.       Capital Lease Agreement  between the Company
                                    and Wells Fargo  Leasing  Corporation  dated
                                    October 10, 1996.*

                           2.       Capital Lease Agreement  between the Company
                                    and Wells Fargo  Leasing  Corporation  dated
                                    September 9, 1996.*

                           3.       Lease Agreement between the Company and CRPB
                                    Investors L.L.C. dated August 21, 1996.*

                           4.       Employment Agreement between the Company and
                                    Randal L. Buness dated June 26, 1996.*

                           5.       Operating  Agreement between the Company and
                                    CRPB Investors,  L.L.C.  dated September 18,
                                    1996.*

                  b.       Exhibit 11.  Statement  regarding  computation of per
                           share earnings. 
----------
* Previously filed.
                                       17
<PAGE>
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  undersigned
thereunto duly authorized.



                                    CERPROBE CORPORATION



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

November 22, 1996
                                       18