UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

(Mark One)
X        Quarterly  Report  pursuant  to Section  13 or 15(d) of the  Securities
-        Exchange Act of 1934 For the Quarter Ended March 31, 1997

                                       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)

               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  Securities  and  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 May 5, 1997, there were 6,353,047 shares of the Registrant's  common stock
outstanding.
<PAGE>
                              CERPROBE CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 1997

                                TABLE OF CONTENTS





                         PART I - FINANCIAL INFORMATION

                                                                          Page
                                                                          ----

Item  1.          Financial Statements:

                  Condensed Consolidated Balance Sheets
                  March 31, 1997 and December 31, 1996.......................3

                  Condensed Consolidated Statements of Operations -
                  Three Months Ended March 31, 1997 and 1996.................4

                  Condensed Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 1997 and 1996.................5

                  Notes to Condensed Consolidated Financial Statements.......7

Item  2.          Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.......................13





                           PART II - OTHER INFORMATION

Item  6.          Exhibits and Reports on Form 8-K..........................17


Signatures        ..........................................................18
                                       2
<PAGE>
                              CERPROBE CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                               March 31,              December 31,
                            ASSETS                                                1997                    1996
                                                                              -------------           --------------
                                                                              (unaudited)
<S>                                                                           <C>                     <C>          
Current assets:
     Cash and cash equivalents                                                $  1,840,106            $   5,564,557
     Accounts receivable, net of allowance of $238,883
         in 1997 and $223,000 in 1996                                            8,212,331                5,564,203
     Inventories, net                                                            6,912,631                3,862,753
     Note receivable                                                                     -                  250,000
     Prepaid expenses                                                              280,857                  377,003
     Income taxes receivable                                                             -                  214,097
     Deferred tax asset                                                            216,776                  202,476
                                                                              -------------           --------------
              Total current assets                                              17,462,701               16,035,089
                                                                              -------------           --------------

Property, plant and equipment, net                                              12,834,862               11,446,291
Intangibles, net                                                                 2,582,009                2,602,812
Other assets                                                                     1,444,563                1,326,592
                                                                              -------------           --------------
              Total assets                                                    $ 34,324,135            $  31,410,784
                                                                              =============           ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                         $  2,812,106            $   2,739,064
     Accrued expenses                                                            3,601,024                1,600,120
     Demand note payable                                                         1,015,000                1,030,000
     Current portion of notes payable                                            2,225,240                  128,180
     Current portion of capital leases                                             640,121                  634,755
                                                                              -------------           --------------
              Total current liabilities                                         10,293,491                6,132,119

Notes payable, less current portion                                              1,077,670                  278,645
Capital leases, less current portion                                             1,305,654                1,462,799
Deferred tax liability                                                              15,422                             -
Other liabilities                                                                  421,858                  394,011
                                                                              -------------           --------------
              Total liabilities                                                 13,114,095                8,267,574
                                                                              -------------           --------------

Minority interest                                                                        -                   12,851
                                                                              -------------           --------------

Commitments and contingencies
Stockholders' equity:
     Preferred stock, $.05 par value;  authorized  10,000,000 shares; issued and
       outstanding  330  shares  of  Series  A  Convertible   Preferred   Stock,
       liquidation preference of $10,724 per share                                      16                       16
     Common stock, $.05 par value; authorized, 10,000,000 shares;
       issued and outstanding 6,353,047 shares at  March 31, 1997
       and 6,027,714 at December 31, 1996                                          317,652                  301,386
     Additional paid-in capital                                                 23,654,606               20,652,290
     Retained earnings (accumulated deficit)                                    (2,788,959)               2,105,674
     Foreign currency translation adjustment                                        26,725                   70,993
                                                                              -------------           --------------
              Total stockholders' equity                                        21,210,040               23,130,359
                                                                              -------------           --------------

              Total liabilities and stockholders' equity                      $ 34,324,135            $  31,410,784
                                                                              =============           ==============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
                                       3
<PAGE>
                              CERPROBE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                                Three Months Ended March 31,    
                                             -----------------------------------
                                                 1997                 1996      
                                             -------------        ------------- 
                                                                                
Net Sales                                  $   15,899,092       $    9,699,939  
Costs of goods sold                             9,394,372            5,172,951  
                                             -------------        ------------- 
          Gross margin                          6,504,720            4,526,988  
                                             -------------        ------------
Expenses:                                  
    Selling, general and administrative         4,172,449            2,607,938  
    Engineering and product development           453,319              102,684  
    Acquisition related costs                   6,164,156                  -    
                                             -------------        ------------- 
          Total expenses                       10,789,924            2,710,622  
                                             -------------        ------------- 

Operating income (loss)                        (4,285,204)           1,816,366  
                                             -------------        -------------
Other income (expense):                        
    Interest income                                35,160               59,492  
    Interest expense                             (134,611)             (58,856) 
    Other income, net                              58,891               40,858  
                                             -------------        ------------- 
          Total other income (expense)            (40,560)              41,494  
                                             -------------        ------------- 
Income (loss) before income taxes and          
   minority interest                           (4,325,764)           1,857,860  
                                              
Minority interest share of (income) loss          (12,569)              25,361  
                                             -------------        ------------- 
Income (loss) before income taxes              (4,338,333)           1,883,221  
                                                
Provision for income taxes                       (556,300)            (877,000) 
                                             -------------        ------------- 
Net income (loss)                          $   (4,894,633)      $    1,006,221  
                                             =============        ============= 
Net income (loss) per common and common         
     equivalent share:                                                          
     Primary                               $        (0.78)      $         0.20  
                                             =============        ============= 
     Weighted average number of common                                          
       and common equivalent shares          
       outstanding                              6,292,662            5,063,196 
                                             =============        ============= 
     Fully diluted                         $        (0.78)      $         0.18  
                                             =============        ============= 
     Weighted average number of common     
       and common equivalent shares          
       outstanding                              6,292,662            5,645,349  
                                             =============        ============= 
     See accompanying notes to condensed consolidated financial statements.
                                        4
<PAGE>
                              CERPROBE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Three months ended March 31,
                                                                                            -------------------------------
                                                                                                1997              1996
                                                                                            -------------     -------------
<S>                                                                                       <C>               <C>           
Cash flows from operating activities:
     Net income (loss)                                                                    $   (4,894,633)   $    1,006,221
     Adjustments to reconcile net income (loss) to net cash provided by
        operating activities:
        Depreciation and amortization                                                            772,390           404,138
        Purchased research and development                                                     5,664,156              -
        Loss on sale of fixed assets                                                                 426              -
        Deferred income taxes                                                                     92,041           135,465
        Provision for losses on accounts receivable                                                6,000             3,000
        Provision for obsolete inventory, net                                                    (20,868)           10,000
        Compensation expense                                                                        -               32,753
        Income (loss) applicable to minority interest in consolidated subsidiaries                12,569           (25,361)
     Changes in operating assets and liabilities, net of effects of acquisitions:
        Accounts receivable                                                                   (1,769,688)       (1,690,705)
        Inventories                                                                              329,738          (369,828)
        Prepaid expenses                                                                         125,138            89,452
        Other assets                                                                              17,670           130,547
        Income taxes receivable                                                                  539,904              -
        Accounts payable and accrued expenses                                                   (491,751)          437,666
        Accrued income taxes                                                                     113,490           741,536
        Other liabilities                                                                         52,400           (14,358)
                                                                                            -------------     -------------
            Net cash provided by operating activities                                            548,982           890,526
                                                                                            -------------     -------------
Cash flows from investing activities:
     Purchase of property, plant and equipment                                                (1,405,273)       (1,555,329)
     Investment in CRPB Investors, L.L.C.                                                           (607)             -
     Supplemental acquisition costs for CompuRoute                                               (80,102)             -
     Purchase of SVTR, net of cash acquired                                                   (2,565,697)             -
     Proceeds from sale of equipment                                                                 717              -
     Decrease in notes receivable                                                                250,000              -
                                                                                            -------------     -------------
            Net cash used in investing activities                                             (3,800,962)       (1,555,329)
                                                                                            -------------     -------------
Cash flows from financing activities:
     Principal payments on notes payable and capital leases                                     (582,535)          (92,677)
     Net proceeds from issuance of convertible preferred stock                                      -            9,400,000
     Net proceeds from stock options exercised                                                   154,332           144,616
                                                                                            -------------     -------------
            Net cash provided by (used in) financing activities                                 (428,203)        9,451,939
                                                                                            -------------     -------------

Effect of exchange rates on cash and cash equivalents                                            (44,268)          (13,978)
                                                                                            -------------     -------------

Net increase (decrease) in cash and cash equivalents                                          (3,724,451)        8,773,158
Cash and cash equivalents, beginning of period                                                 5,564,557           263,681
                                                                                            -------------     -------------
Cash and cash equivalents, end of period                                                  $    1,840,106    $    9,036,839
                                                                                            =============     =============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
                                       5
<PAGE>
                              CERPROBE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>
Supplemental schedule of noncash investing and financing activities:
<S>                                                                                       <C>               <C>           
     Conversion of subordinated debentures to common stock                                $      -          $      110,000
                                                                                            -------------     -------------
     Conversion of preferred stock to common stock                                        $      -          $       11,000
                                                                                            -------------     -------------
     Equipment acquired under capital leases and issuances of notes payable               $        4,144    $      -
                                                                                            -------------     -------------

Supplemental disclosures of cash flow information:
     Interest paid                                                                        $      134,611    $       33,617
                                                                                            -------------     -------------
     Income taxes paid                                                                    $       18,096    $      -
                                                                                            -------------     -------------

Supplemental disclosures of noncash investing activities:
     The Company acquired Silicon Valley Test & Repair, Inc. for $5.7 million in
     the period ended March 31, 1997.  The purchase price was allocated to
     the assets acquired and the liabilities assumed based on their fair values as
     indicated in the notes to the condensed consolidated financial statements.
     A summary of the acquisition is as follows:

     Purchase price                                                                       $    5,715,263
     Less cash acquired                                                                         (285,316)
     Common stock issued                                                                      (2,864,250)
                                                                                            =============
        Cash invested                                                                     $    2,565,697
                                                                                            =============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
                                       6
<PAGE>
                              CERPROBE CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(1)      Basis of Preparation

         The  accompanying  condensed  consolidated  financial  statements as of
         March 31, 1997 and for the three  months ended March 31, 1997 and March
         31, 1996 are unaudited and reflect all adjustments  (consisting only of
         normal recurring  adjustments) which are, in the opinion of management,
         necessary for a fair  presentation of financial  position and operating
         results for the interim  periods.  The condensed  consolidated  balance
         sheet as of December 31, 1996 was derived from the audited consolidated
         financial statements at such date.

         Pursuant to  accounting  requirements  of the  Securities  and Exchange
         Commission   applicable  to  quarterly   reports  on  Form  10-Q,   the
         accompanying  condensed  consolidated financial statements and notes do
         not include all disclosures  required by generally accepted  accounting
         principles  for  complete  financial  statements.   Accordingly,  these
         statements  should be read in conjunction  with Cerprobe  Corporation's
         (the "Company") annual financial  statements and notes thereto included
         in the  Company's  Annual  Report  on Form  10-KSB  for the year  ended
         December 31, 1996.

         Results  of  operations  for  interim   periods  are  not   necessarily
         indicative of those to be achieved for full fiscal years.

         Principles of Consolidation

         The consolidated  financial statements include the accounts of Cerprobe
         and its wholly-owned  subsidiaries:  CompuRoute,  Inc.  ("CompuRoute"),
         Cerprobe Europe Limited,  and Cerprobe Asia Holdings PTE LTD.  Cerprobe
         Asia Holdings PTE LTD together with Asian  investors,  formed  Cerprobe
         Asia PTE LTD in 1995.  Cerprobe Asia Holdings PTE LTD is a 70% owner of
         Cerprobe  Asia PTE LTD.  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.  Singapore
         became  operational in April of 1996 and Taiwan in January of 1997. All
         significant   intercompany   transactions   have  been   eliminated  in
         consolidation.

         On January 15, 1997, the Company acquired all of the outstanding  stock
         of  Silicon  Valley  Test &  Repair,  Inc.  ("SVTR"),  a  company  that
         refurbishes,   reconfigures,  and  services  wafer  probing  equipment.
         Accordingly,  the  condensed  consolidated  financial  statements as of
         March 31, 1997 and for the three  months  ended March 31, 1997  include
         SVTR's activities since the date of acquisition.
                                       7
<PAGE>
                              CERPROBE CORPORATION
         Notes to Condensed Consolidated Financial Statements, Continued


(2)      Inventories

         Inventories  consist of the following:

                                                      March 31,    December 31,
                                                        1997            1996
                                                  ------------     ------------
         Raw materials                            $  5,911,167     $  3,328,422
         Work-in-process                             1,143,625          615,360
         Finished goods                                 47,971           47,971
         Reserve for obsolete inventory               (190,132)        (129,000)
                                                  ------------     ------------
                  Total                           $  6,912,631     $  3,862,753
                                                  ============     ============
                                                  

(3)      Property, Plant and Equipment

         Property, plant and equipment consist of the following:

                                                      March 31,    December 31,
                                                        1997           1996
                                                  ------------     ------------

         Land                                     $    364,017     $    359,253
         Building                                    1,973,704        1,947,877
         Manufacturing tools and equipment           9,671,529        8,789,140
         Office furniture and equipment              1,194,744        1,063,547
         Leasehold improvements                      1,307,230        l,112,576
         Construction in progress                    1,094,066          483,591
         Computer hardware and software              2,609,851        2,402,551
         Accumulated depreciation and amortization  (5,380,279)      (4,712,244)
                                                  ------------      ------------
                  Total                           $ 12,834,862      $ 11,446,291
                                                  ============      ============

(4)      Intangibles

         Goodwill from the  acquisition of Fresh Test Technology and CompuRoute,
         is $2,120,505 and $969,235, respectively.
                                       8
<PAGE>
                              CERPROBE CORPORATION
         Notes to Condensed Consolidated Financial Statements, Continued


(5)      Related Party Transactions

         Effective  May 1, 1991,  the Company  entered into an agreement  with a
         former  director and officer of the Company,  whereby this officer left
         the employ of the  Company  and agreed not to compete  with the Company
         for a two-year period. The agreement required the Company to pay $3,125
         per  month  from May 1, 1991  through  April  30,  1993 and to  provide
         certain other benefits to this individual.  This agreement was extended
         for an additional  year,  through April 30, 1994, and is presently on a
         month-to-month  basis.  Beginning July 1, 1997 the monthly payment will
         be reduced to $1,563 and the agreement  will  terminate on December 31,
         1997,  except for certain life insurance and health care benefits which
         will continue under the terms of the original agreement.

(6)      Commitments and Contingencies

         Convertible Preferred Stock

         If the holders of all outstanding shares of convertible preferred stock
         had  elected  to  convert  their  shares  on April 25,  1997,  Cerprobe
         estimates  that  it  would  have  been  required  to pay  approximately
         $3,800,000 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.  Automatic  conversion of the stock or
         redemption must occur by January 18, 1998.

         Upsys

         Cerprobe Corporation has entered into a joint venture with Upsys Reseau
         Eurisys,  a French  Company  owned by IBM and GAME,  a French  test and
         engineering company. The joint venture, to be managed by Cerprobe, will
         assemble  and repair the Cobra  Probe in Arizona  for  distribution  by
         Cerprobe  throughout  the U.S. and Asia.  Cerprobe  will own 55% of the
         joint  venture and Upsys will own 45%.  It is  expected  that the joint
         venture will be operational by the end of the second quarter 1997.

(7)      Acquisitions

         CompuRoute, Inc.

         On December 27, 1996, the Company acquired all of the outstanding stock
         of CompuRoute,  Inc., a manufacturer  of printed  circuit  boards,  for
         $7,037,797.  The purchase  price  consisted of  $4,437,797  in cash and
         400,000 shares of common stock.
                                       9
<PAGE>
                              CERPROBE CORPORATION
         Notes to Condensed Consolidated Financial Statements, Continued


         The  acquisition  has been  accounted  for by the  purchase  method  of
         accounting.  Accordingly,  the purchase price has been allocated to the
         assets acquired and the  liabilities  assumed based upon the fair value
         at the date of  acquisition.  The excess of the purchase price over the
         fair  value  of the net  assets  acquired  was  $969,235  and has  been
         recorded as goodwill, which is being amortized on a straight-line basis
         over eight years.  The results of operations of CompuRoute are included
         in the Company's financial statements since the date of acquisition.

         At acquisition,  the state of the research and development products was
         not yet at a technologically or commercially  viable stage. The Company
         did not believe  that the  research  and  development  products had any
         future  alternative use because if these products were not finished and
         brought to ultimate product completion, they would have no other value.
         Therefore,  consistent with generally accepted  accounting  principles,
         the Company  recorded a one-time  charge of  $4,584,000 on December 27,
         1996  for the full  value  of the  purchased  in-process  research  and
         development.

         Silicon Valley Test & Repair, Inc.

         On January 15, 1997, the Company acquired all of the outstanding  stock
         of SVTR. The purchase price paid by the Company consisted of $2,753,217
         in cash and 300,000 shares of Cerprobe common stock.

         Under the terms of the acquisition, the Company has agreed to pay up to
         an additional  $500,000 in cash and up to 50,000  additional  shares of
         common stock if certain sales and operating profit targets for calendar
         year 1997 are achieved by SVTR.

         The  acquisition  has been  accounted  for using the  purchase  method.
         Accordingly,  the purchase price has been allocated to assets  acquired
         and  liabilities  assumed based upon their estimated fair values at the
         date of acquisition.

         The purchase price of $5,617,467 plus acquisition  costs of $97,796 was
         allocated as follows.

                    Purchase price:
                    Cash                          $2,753,217
                    Common stock                   2,864,250
                    Costs of acquisition              97,796
                                                  ----------
                                                  $5,715,263
                                                  ==========
                                       10
<PAGE>
                              CERPROBE CORPORATION
         Notes to Condensed Consolidated Financial Statements, Continued


                    Assets acquired and liabilities assumed:
                    Current assets                             $4,979,145
                    Property, plant and equipment                 651,781
                    Other assets                                  185,007
                    Purchased research and development          5,664,156
                    Current liabilities                        (4,795,473)
                    Noncurrent liabilities                       (969,353)
                                                               -----------
                                                               $5,715,263
                                                               ===========

         At acquisition,  the state of the research and development products was
         not yet at a technologically or commercially  viable stage. The Company
         does not believe that the research and  development  products  have any
         future  alternative  use because if these products are not finished and
         brought  to  ultimate  product  completion,  they have no other  value.
         Therefore,  consistent with generally accepted  accounting  principles,
         the Company  recorded a one-time  charge of  $5,664,156  on January 15,
         1997 for the full value of the purchased research and development.

         Pro forma Results

         The  following  summary,  prepared on a pro forma basis,  excluding the
         charges for purchased research and development, presents the results of
         operations as if the  acquisitions  of CompuRoute and SVTR had occurred
         January 1, 1996:

                                                       Three months ended
                                                            March 31,
                                                   --------------------------
                                                      1997          1996
                                                   --------------------------
                                                           (unaudited)

          Net sales                                $15,952,472   $17,057,166
          Net income                               $   629,456   $ 1,374,443
          Primary net income per share             $       .10   $       .24
          Fully diluted net income per share       $       .10   $       .22


         The pro forma results are not necessarily indicative of what the actual
         consolidated  results of operations might have been if the acquisitions
         had been  effective  at the  beginning  of 1996 or as a  projection  of
         future results.
                                       11
<PAGE>
                              CERPROBE CORPORATION
         Notes to Condensed Consolidated Financial Statements, Continued


(8)      Recent Accounting Pronouncements

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  per
         Share"  (statement  12B).  This  Statement  establishes  standards  for
         computing and presenting earnings per share ("EPS"), and supersedes APB
         Opinion No. 15. The Statement  replaces  primary EPS with basic EPS and
         requires dual  presentation  of basic and diluted EPS. The Statement is
         effective for both interim and annual periods ending after December 15,
         1997.  Earlier  application  is  not  permitted.  After  adoption,  all
         prior-period  EPS data shall be restated to conform to  statement  128.
         Basic and diluted EPS, as calculated under statement No. 128 would have
         been  ($.78) and ($.78) for the fiscal  three  months  ended  March 31,
         1997.
                                       12
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction and General Development of Business

Cerprobe was incorporated in California in 1976 and  reincorporated  in Delaware
in May 1987.  The Company  designs,  manufactures,  markets,  and services  high
performance products and equipment for use in the testing of integrated circuits
("ICs") for the semiconductor industry.  Cerprobe's products and services enable
semiconductor  manufacturers to test the integrity of their ICs during the batch
fabrication  stage of the  manufacturing  process used in  manufacturing  ICs in
wafer form.

The Company has grown substantially over the last three years as the Company has
benefited from the substantial growth in the worldwide demand for ICs. Net sales
have  increased  from $14.3 million for 1994, to $26.1 million for 1995,  and to
$37.3 million for 1996.  Similarly,  the Company's net income has increased from
$1.2 million for 1994,  to $2.4  million for 1995,  and to $3.2 million for 1996
(before a one-time charge for purchased  in-process  research and development of
$4.6 million,  resulting in a net loss of $1.4  million).  This growth  resulted
primarily from internal product development and strategies. However, the Company
also  benefited  from its  acquisition  in April 1995 of Fresh  Test  Technology
Corporation, whose complementary products contributed approximately $4.0 million
to  1995  net  sales,   approximately  $7.0  million  to  1996  net  sales,  and
approximately  $1.7 million to net sales for the first three months of 1997.  To
further expand its semiconductor  test product and service  offerings,  Cerprobe
acquired  CompuRoute,  Inc.  ("CompuRoute"),  a company  engaged in the  design,
manufacture,  and  marketing  of  complex,  multilayer  printed  circuit  boards
("PCBs") primarily for use in semiconductor  testing  applications,  in December
1996  and  Silicon  Valley  Test  &  Repair,  Inc.  ("SVTR"),   a  company  that
refurbishes,   reconfigures,  and  services  wafer  probers,  in  January  1997.
Together,  these recent acquisitions  contributed  approximately $4.0 million to
net sales for the first three months of 1997.

The Company believes that it is positioned to continue its growth as a result of
its  strength  in  designing,   producing,  and  delivering,  on  a  timely  and
cost-efficient  basis, a broad range of custom or customized,  high quality test
products and services for semiconductor  manufacturers in the U.S.,  Europe, and
Asia.  The  Company  maintains  regional  full  service  facilities  in Arizona,
California, and Texas as well as sales offices in Oregon, Colorado, Florida, and
Massachusetts  to service the U.S.  market for its  products and  services.  The
Company  maintains a full  service  facility  in Scotland to serve the  European
market, and opened full service facilities in Singapore and Taiwan in April 1996
and January 1997, respectively,  to serve the Southeast Asia market. Each of the
Company's  facilities  is located in  proximity to  semiconductor  manufacturing
centers.
                                       13
<PAGE>
Results of Operations

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996.

Net sales for the three months ended March 31, 1997 were $15,899,092 an increase
of 64% over net sales of  $9,699,939  for the three months ended March 31, 1996.
This  increase in net sales is a result of Cerprobe's  two recent  acquisitions,
higher  order  rates for  Cerprobe's  probe  card and  interface  products,  and
increased sales from Cerprobe's international operations.

For the three months ended March 31, 1997, the gross margin was  $6,504,720,  an
increase of 44% over the gross margin of $4,526,988 for the same period in 1996.
Gross margin as a percentage  of sales  decreased  from 47% for the three months
ended March 31, 1996 to 41% for the same period in 1997.  The  decrease in gross
margin,  as a percentage of sales,  is primarily a result of a change in product
mix due to the recent  acquisitions.  Approximately  25% of net sales within the
period  were  attributed  to ATE  test  boards  from  the  Company's  CompuRoute
subsidiary  and wafer  prober  products  and services  from the  Company's  SVTR
subsidiary.  Both  product  lines  currently  have lower gross  margins than the
Company's core products of probe cards and ATE interfaces.

Selling,  general and  administrative  expenses  were  $4,172,449  for the three
months  ended March 31, 1997 as  compared to  $2,607,938  for the same period in
1996,  an increase of 60%. The increase in selling,  general and  administrative
expenses resulted primarily from the two recent acquisitions,  and the continued
domestic and international  facilities expansion. Of the increase,  $946,490, or
60%, was attributable to CompuRoute and SVTR.

Engineering and product development  expenses were $453,319 for the three months
ended March 31, 1997,  an increase of 341% over  $102,684 for the same period in
1996. This increase resulted from Cerprobe's  continued  emphasis on engineering
and product  development  in an effort to anticipate  and address  technological
advances in semiconductor testing as well as Cerprobe's recent acquisitions.  Of
the increase approximately  $189,457, or 54%, was attributable to CompuRoute and
SVTR.

Acquisition  related costs totaled $6,164,156 and are related to the acquisition
of SVTR on  January  15,  1997.  The  acquisition  was  accounted  for using the
purchase  method.  Accordingly,  the purchase  price was allocated to the assets
acquired and the liabilities assumed based upon their estimated fair values. The
value  of  the  purchased  research  and  development  in  connection  with  the
acquisition  was  $5,664,156.  The current state of the research and development
products/processes  is not yet at a  technologically  feasible  or  commercially
viable  stage.  Cerprobe  does not believe  that the  research  and  development
products/processes  have any  future  alternative  use  because  if they are not
finished  and brought to  ultimate  product or process  completion  they have no
value.  Therefore,  consistent with generally  accepted  accounting  principles,
Cerprobe took a one-time charge for the full value of the purchased research and
development.  The  remaining  $500,000  of  acquisition  related  costs  is  the
estimated cost to move SVTR's manufacturing operations to Arizona during 1997.

Interest  income  was  $35,160  for the three  months  ended  March 31,  1997 as
compared to $59,492 for the same period in 1996.  The  decrease  was a result of
utilizing in the fourth  quarter of 1996 
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and in the first quarter of 1997, the net proceeds of the Convertible  Preferred
Stock offering in the CompuRoute and SVTR acquisitions, respectively.

Interest  expense  was  $134,611  for the three  months  ended March 31, 1997 as
compared  to $58,856  for the same  period in 1996,  an  increase  of 129%.  The
majority of the 1997  increase in interest  expense was due to the debt acquired
in the acquisition of CompuRoute and SVTR.

The minority  interest from Asian  operations of $12,569,  as of March 31, 1997,
represents the Company's joint venture  partners' share (30%) of the income from
Cerprobe Asia PTE LTD.

The provision for income taxes was $556,300,  which  represents an effective tax
rate of 42%, excluding the acquisition costs of $6,164,156, for the three months
ended March 31, 1997, versus $877,000, which represents an effective rate of 47%
for 1996.  The decreased  effective tax rate, as adjusted for 1997, was from the
benefit of CompuRoute's net operating loss  carryforward of $140,000 and partial
use of previous nondeductible losses from foreign subsidiaries.

Net loss for the three months ended March 31, 1997 was $4,894,633, a decrease in
net income of  $5,900,854,  or 586%,  from the net income of $1,006,221  for the
same  period  in 1996.  This  decrease  is  primarily  due to the  recording  of
approximately  $500,000  of costs  associated  with  the  relocation  of  SVTR's
manufacturing  operations  and  the  write-off  of the  purchased  research  and
development of $5,664,156 from the SVTR  acquisition.  Excluding the acquisition
related  expenses,  net income for the three  months  ended March 31, 1997 would
have been  $1,069,523 or 7% of net sales as compared to 10% of net sales for the
three months ended March 31, 1996.

Liquidity and Capital Resources

Cerprobe 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,  Cerprobe completed a private placement of
Convertible  Preferred Stock,  which raised net proceeds of $9,400,000.  The net
proceeds have been used in domestic and international  expansion and acquisition
of companies and/or  technologies.  At March 31, 1997, cash and cash equivalents
were $1,840,106, compared to $5,564,557 at December 31, 1996.

Cerprobe generated $548,982 in cash flow from operating activities for the three
months ended March 31, 1997.  Accounts  receivable  increased by $2,648,128,  or
48%, to $8,212,331 at March 31, 1997. Of this increase,  $884,440  resulted from
the acquisition of SVTR  and $1,769,688  resulted from an increase in net sales.
This was offset by a $6,000  increase  in the  provision  for losses on accounts
receivable.  Inventories increased $3,049,878, or 79%, over December 31, 1996 to
$6,912,631  at  March  31,  1997.  The  increase  resulted  primarily  from  the
acquisition of SVTR.  Both accounts  receivable  days  outstanding and inventory
turns  improved  during the three months ended March 31, 1997 as compared to the
same period in 1996.

Accounts  payable  and  accrued  expenses  increased  $2,073,946,   or  48%,  to
$6,413,130  at  March  31,  1997.  The  increase  resulted  primarily  from  the
acquisition of SVTR.

The current portions of notes payable and capital leases increased to $2,865,361
at March 31, 1997 from  $762,935 at December 31, 1996,  primarily as a result of
Cerprobe's recent acquisition of SVTR.
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<PAGE>
Working capital  decreased  $2,733,760,  or 28%, to $7,169,210 at March 31, 1997
from December 31, 1996.  The current ratio  decreased  from 2.6 to 1 at December
31, 1996 to 1.7 to 1 at March 31, 1997.  These  decreases were due to the use of
the net proceeds from the private  placement of the Convertible  Preferred Stock
in the two recent  acquisitions.  The  acquisition  of CompuRoute  and SVTR used
$4,437,797 and $2,753,217 respectively.

Cerprobe  increased its investment in property,  plant, and equipment during the
three months ended March 31, 1997 by $1,388,571,  or 12%, to  $12,834,862.  This
increase was  attributable to the acquisition of SVTR and the Company's  efforts
to expand  capacity to meet  customer  demand for its  products.  These  capital
expenditures  were funded from cash flow from  operations  and proceeds from the
private placement of the Convertible Preferred Stock.  Long-term debt, comprised
of the  non-current  portions of notes  payable and  capital  leases,  increased
$641,880,  or 37%, to  $2,383,324,  primarily as a result of the  acquisition of
SVTR.

If the holders of all  outstanding  shares of  Convertible  Preferred  Stock had
elected to convert their shares on April 25, 1997,  Cerprobe  estimates  that it
would have been required to pay approximately  $3.8 million 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 Cerprobe common stock. Redemption or
automatic conversion must occur on or before January 18, 1998.

In February 1997,  Cerprobe entered into a $10,000,000  unsecured revolving line
of credit,  which matures August 15, 1998, with its primary lender,  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 175 basis points in excess of the
LIBOR base rate.

Cerprobe  believes that its working capital,  together with the loan commitments
described above and anticipated cash flow from operations, will provide adequate
sources to fund operations for at least the next 12 months. Cerprobe 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 Cerprobe's primary lender, by lease financing arrangements,  or by sales of
equity securities.

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

Statements  in this section  regarding  the  Company's  prospects  for continued
growth and the  adequacy of sources of capital are  forward-looking  statements.
Words  such  as  "adequate,"   "believes,"  and  "anticipates,"   also  identify
forward-looking  statements.  Actual results,  however,  could differ materially
from those  anticipated  for a number of reasons,  including  product demand and
development,  technological  advancements,  impact of  competitive  products and
pricing,  growth in targeted markets and other factors identified under "Special
Considerations"  of the Company's  1996 Form 10-KSB as filed with the Securities
and Exchange  Commission,  as well as those reasons  identified in the Company's
1997 press releases.
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PART II - OTHER INFORMATION

Item 2            Changes in Securities

                  a.       Not applicable.

                  b.       Not applicable.

                  c.       Pursuant to a private placement under Section 4(2) of
                           the  Securities Act of 1933, on January 15, 1997, the
                           Company  issued  300,000  shares of  Cerprobe  common
                           stock to William E.  Mayer and Carol  Mayer,  husband
                           and wife, in connection  with the merger of SVTR with
                           and into a subsidiary of the Company.


Item 6            Exhibits and Reports on Form 8-K

                  a.       Exhibits
                           (27)     Financial Data Schedule.
                           (11)     Statement   regarding   computation  of  net
                                    earnings (loss) per share.

                  b.       Reports on Form 8-K
                           Form 8-K,  filed on January 15,  1997,  to report the
                           acquisition of Silicon Valley Test & Repair, Inc.

                           Form 8-K/A,  filed on March 31, 1997, amends Form 8-K
                           filed on January 15, 1997  reporting the  acquisition
                           of  Silicon  Valley  Test  &  Repair.  The  following
                           financial statements were filed with the Form 8-K/A:

                           SVTR's  Audited  Financial  Statements as of December
                           31, 1996

                           Unaudited Pro Forma Combined  Condensed Balance Sheet
                           as of December 31, 1996.

                           Unaudited Pro Forma Combined  Condensed  Statement of
                           Operations for the year ended December 31, 1996.

                           Notes  to  Unaudited  Pro  Forma  Combined  Condensed
                           Financial Statements.
                                       17
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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


May 15, 1997
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