SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 FORM 10-Q SB/A



|X|      Quarterly report under Section 13 or 15(d) of  the  Securities Exchange
         Act of 1934
         For the quarterly period ended:  March 31, 1996
|_|      Transition report under Section 13 or 15(d) of the Exchange Act.
         For the transition period from _________________ to _______________

Commission file number:    0-11370



        Cerprobe Corporation
--------------------------------------------------------------------------------
(Exact Name of Small Business Issuer As Specified In Its Charter)


         Delaware                           86-0312814
--------------------------------------------------------------------------------
(State of Incorporation)             (IRS Employee Identification Number)


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


         (602) 967-7885
--------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)



Check  whether the issuer (1) 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
   ------      ------

4,314,053  Shares of Common  Stock  issued and  outstanding  as of May 13,  1996
--------------------------------------------------------------------------------
(Number of Shares of Common Stock Outstanding)

Traditional Small Business Disclosure Format (check one):

Yes          No  X
               ------
                        This Report Consists of 17 Pages
<PAGE>
                              CERPROBE CORPORATION
                              --------------------

                                     (INDEX)

                                                                     Page Number
                                                                     -----------

Part I.

         Financial Information

         Condensed Consolidated Balance Sheets -
           at March, 31 1996 and December 31, 1995                         3

         Condensed Consolidated Statements of Operations
           Three Months Ended March 31, 1996 and March 31,1995             4

         Condensed Consolidated Statements of Cash Flows - Three Months
           Ended March 31, 1996, and March 31, 1995                        5

         Notes To Financial Statements                                     6

         Management's Discussion and Analysis of Financial
           Condition and Results of Operations                            11


Part II

         Other Information                                                16

                                        2
<PAGE>
                              CERPROBE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         March 31                 December 31
                               ASSETS                                      1996                       1995
                               ------
                                                                     -----------------          -----------------
                                                                       (unaudited)
<S>                                                                 <C>                          <C>     
CURRENT ASSETS:
 Cash and cash equivalents                                                 $9,036,839                   $263,681
 Accounts receivable, net of allowances for
  doubtful accounts (Notes B & F)                                           6,064,746                  4,377,041
 Inventories (Notes C & F)                                                  3,161,909                  2,802,081
 Prepaid expenses                                                              22,221                    111,673
 Income taxes receivable                                                      163,464                    163,464
 Deferred income taxes                                                        135,134                    270,599
                                                                     -----------------          -----------------
TOTAL CURRENT ASSETS                                                       18,584,313                  7,988,539
                                                                     -----------------          -----------------

PROPERTY AND EQUIPMENT, net  (Notes D and G)                                5,890,909                  4,667,786

GOODWILL, net of amortization                                               1,857,072                  1,923,396

PATENTS AND TECHNOLOGY, net of amortization                                    68,405                     74,013

OTHER ASSETS                                                                  183,169                    313,716
                                                                     -----------------          -----------------
           TOTAL ASSETS                                                   $26,583,868                $14,967,450
                                                                     =================          =================

                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
CURRENT LIABILITIES:
 Accounts payable                                                          $1,679,687                 $1,499,853
 Accrued expenses (Note E)                                                  1,787,967                    788,599
 Convertible subordinated debentures                                          485,000                    595,000
 Current portion of notes payable (Note G)                                    118,725                    123,743
 Current portion of capital leases (Note G)                                   199,022                    209,885
                                                                     -----------------          -----------------
          TOTAL CURRENT LIABILITIES                                         4,270,401                  3,217,080
                                                                     -----------------          -----------------

Notes payable, less current portion                                           377,354                    408,376
Capital leases, less current portion                                          527,056                    572,830
Deferred income taxes                                                          66,123                     66,123
Other liabilities                                                              32,443                     46,801
                                                                     -----------------          -----------------
          TOTAL LIABILITIES                                                 5,273,377                  4,311,210
                                                                     -----------------          -----------------

STOCKHOLDERS' EQUITY:
 Preferred stock, par value $.05 per share:
  Authorized, 10,000,000 shares;
  Issued and outstanding 9,780,000 shares at March 31, 1996                   489,000                          -
 Common stock, par value $.05 per share:
  Authorized, 10,000,000 shares;
  Issued and outstanding 4,295,960 and 4,095,851                              214,799                    204,792
  Additional paid-in-capital                                               16,377,387                  7,239,410
  Retained earnings                                                         4,447,324                  3,466,464
  Unearned compensation                                                      (191,487)                  (241,872)
  Foreign currency translation adjustment                                     (26,532)                   (12,554)
                                                                     -----------------          -----------------
TOTAL STOCKHOLDERS' EQUITY                                                 21,310,491                 10,656,240
                                                                     -----------------          -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $26,583,868                $14,967,450
                                                                     =================          =================
</TABLE>

                                       3

<PAGE>
                              CERPROBE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             Three Months Ended March 31
                                                        ---------------------------------------
                                                             1996                   1995
                                                        ----------------       ----------------
<S>                                                     <C>                    <C>       
NET SALES                                                    $9,699,939             $4,962,665

COST OF GOODS SOLD                                            5,172,951              2,690,801
                                                        ----------------       ----------------

GROSS MARGIN                                                  4,526,988              2,271,864
                                                        ----------------       ----------------

EXPENSES:
 Engineering and product development                            102,684                121,137
 Selling, general and administrative                          2,607,938              1,149,423
                                                        ----------------       ----------------

                                                              2,710,622              1,270,560
                                                        ----------------       ----------------

OPERATING INCOME                                              1,816,366              1,001,304
                                                        ----------------       ----------------

OTHER REVENUE AND (EXPENSES):
 Interest expense                                               (58,856)               (36,468)
 Other income                                                   100,350                 62,899
                                                        ----------------       ----------------

INCOME BEFORE INCOME TAXES
  AND MINORITY INTEREST                                       1,857,860              1,027,735

MINORITY INTEREST                                                25,361                      0
PROVISION FOR INCOME TAXES                                      877,000                463,000
                                                        ----------------       ----------------

NET INCOME                                                    1,006,221                564,735
                                                        ================       ================


NET INCOME PER COMMON EQUIVALENT SHARE

PRIMARY:
  NET INCOME PER SHARE                                            $0.20                  $0.16
                                                        ================       ================
WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING                                           5,063,196              3,446,342
                                                        ================       ================

FULLY DILUTED:
  NET INCOME PER SHARE                                            $0.18                  $0.14
                                                        ================       ================
WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING                                           5,645,349              4,041,342
                                                        ================       ================
</TABLE>
                                       4
<PAGE>
                              CERPROBE CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                   Three months ended March 31
                                                                               -------------------------------------

                                                                                    1996                 1995
                                                                               ----------------     ----------------
<S>                                                                            <C>                    <C>     
OPERATING ACTIVITIES:
     Net income before minority interest                                            $1,006,221             $564,735
     Adjustments to reconcile net income to net cash provided by
        operating activities:
        Depreciation and amortization                                                  404,138              149,485
        Tax benefit from stock options exercised                                             0                6,500
        Deferred income taxes                                                          135,465               24,680
        Provision for losses on accounts receivable                                      3,000                3,000
        Provision for obsolete inventory                                                10,000                7,000
        Compensation expense                                                            32,753                    0
        Loss applicable to minority interest                                           (25,361)                   0
     Changes in operating assets and liabilities:
        Accounts receivable                                                         (1,690,705)            (269,939)
        Inventories                                                                   (369,828)            (138,940)
        Prepaid expenses and other assets                                              219,999             (436,297)
        Accounts payable and other accrued expenses                                    437,666              342,035
        Accrued income taxes                                                           741,536               36,364
        Other liabilities                                                              (14,358)              99,042
                                                                               ----------------     ----------------
            Net cash provided by operating activities                                  890,526              387,665
                                                                               ----------------     ----------------

INVESTING ACTIVITIES:
     Capital expenditures                                                           (1,555,329)            (159,599)
                                                                               ----------------     ----------------

FINANCING ACTIVITIES:
     Principal payments on notes payable and capital leases                           (92,677)              (24,959)
     Net proceeds from issuance of preferred stock                                   9,400,000                    0
     Net proceeds from issuance of common stock                                        144,616                    0
                                                                               ----------------     ----------------
            Net cash provided by (used in) financing activities                      9,451,939              (24,959)
                                                                               ----------------     ----------------

EFFECT OF EXCHANGE RATES ON CASH                                                       (13,978)               2,092

NET INCREASE IN CASH AND CASH EQUIVALENTS                                            8,773,158              205,199
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         263,681              738,319
                                                                               ----------------     ----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                            $9,036,839             $943,518
                                                                               ================     ================

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

                                                                               ================     ================
     Conversion of preferred stock to common stock                                     $11,000                    0
                                                                               ================     ================

                                                                               ================     ================
     Property acquired under capital leases and issuance of notes payable                   $0              $95,200
                                                                               ================     ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
     INFORMATION :
     Interest paid                                                                     $33,617              $29,935
                                                                               ================     ================
     Income taxes paid                                                                      $0             $395,456
                                                                               ================     ================
</TABLE>
                                       5
<PAGE>
                              CERPROBE CORPORATION
                              --------------------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                 MARCH 31, 1996
                                 --------------

A.       NOTE TO FINANCIAL STATEMENTS (UNAUDITED)
         ----------------------------------------

         The balance  sheet as of March 31, 1996,  the  statements of operations
         for the three month  periods  ended March 31, 1996 and March 31,  1995,
         and the  statements  of cash flows for the three  month  periods  ended
         March 31,  1996 and March 31,  1995 have been  prepared  by 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
         10KSB.  The  results  of  operations  of the  interim  periods  are not
         necessarily  indicative  of the results to be  obtained  for the entire
         year.

         On April 25,  1996,  the Company  opened a  full-service  manufacturing
         plant in Singapore  which  operates  under the name Cerprobe  Singapore
         PTE. LTD. The Company holds a majority interest in Cerprobe Asia PTE.
         LTD., which is a joint venture with several Asian investors.

B.       ALLOWANCE FOR DOUBTFUL ACCOUNTS
         -------------------------------

         The allowance for doubtful  accounts at March 31, 1996 and December 31,
         1995 was $176,000 and $173,000, respectively.

C.       INVENTORIES
         -----------

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

                                                March 31,          December 31,
                                                  1996                 1995
         Raw Materials                         $2,125,563            $1,655,974
         Work-In-Process                        1,129,346            $1,229,107
         Reserve for Obsolete Inventory           (93,000)              (83,000)
                                               ----------            ----------
                  Total                        $3,161,909            $2,802,081
                                               ==========            ==========

                                        6
<PAGE>
D.       PROPERTY AND EQUIPMENT
         ----------------------
<TABLE>
<CAPTION>
         Property and Equipment consist of the following:

                                                                       March 31,                 December 31,       
                                                                          1996                       1995
                                                                  ---------------------     ----------------------- 

<S>                                                               <C>                         <C>                   
           Manufacturing tools and equipment                           $     5,723,942             $     4,825,724  
           Office furniture and equipment                                    2,077,609                   1,722,312  
           Leasehold improvements                                              830,549                     759,843  
           Construction in progress                                            619,803                     398,838  
           Computer software                                                    39,775                      39,775  
           Accumulated depreciation and amortization                        (3,400,769)                 (3,078,706) 
                                                                  --------------------      ----------------------  
                                                                       $     5,890,909             $     4,667,786  
                                                                  ====================      ======================  

E.         ACCRUED EXPENSES
           ----------------
           Accrued expenses consist of the following:

                                                                      March 31,                   December 31,
                                                                         1996                         1995
                                                                 --------------------        ---------------------
           Accrued payroll and related taxes                             $     834,796               $     482,866
           Accrued income taxes                                                741,536                           -
           Other accrued expenses                                              211,635                     305,733
                                                                  --------------------        --------------------
                                                                          $  1,787,967               $     788,599
                                                                  ====================        ==================== 
</TABLE>
F.       NOTES PAYABLE
         -------------

         On April 30, 1996,  Cerprobe  Corporation (the "Company") signed a Loan
         Agreement with First Interstate Bank. The Loan Agreement provides up to
         $3,000,000 in revolving  credit for accounts  receivable  financing and
         inventory.

         The revolving  credit  agreement  expires April 28, 1997. The revolving
         credit  agreement  has a  negative  pledge  agreement  on all  accounts
         receivable,  inventories,  unpledged  equipment,  and real estate.  The
         non-use  fee under the line of credit is .125% of the  unused  portion,
         calculated  per  annum.  At  March  31,  1996,   there  was  no  amount
         outstanding under this agreement.

         The interest  rate under the  revolving  credit  agreement  will be the
         lower of First  Interstate  Bank's prime rate, which was 8.25% at March
         31, 1996, or LIBOR (London Interbank Rate). The LIBOR rate was 8.00% at
         March 31, 1996.

         On April 3,  1995,  due to the  acquisition  of Fresh  Test  Technology
         Corporation  ("Fresh Test"),  the Company acquired three notes payable.
         One note is for an exclusive  license for probe card  technology  which
         provides for monthly  payments of $2,500 per month.  This note was paid
         in full on March 14,  1996.  The other  notes were  payable to a former
         officer and  director of Fresh Test.  These two notes were paid in full
         on July 17, 1995.

                                        7
<PAGE>
G.       LONG-TERM DEBT AND COMMITMENTS
         ------------------------------

         In March and April 1991,  the Company  issued  $1,000,000  in aggregate
         principal amount of Convertible Subordinated Debentures. The Debentures
         are  convertible  into  shares  of  the  Company's  Common  Stock  at a
         conversion  price equal to $1.00 per share,  subject to adjustment.  To
         assist  the  Company  in  meeting  the  minimum   stockholders'  equity
         requirement  for listing on Nasdaq,  certain  holders of the Debentures
         agreed to convert  $360,000 in principal  amount of the Debentures into
         360,000  shares of the  Company's  Common  Stock in  October  1992.  On
         September 3, 1993,  $5,000 in principal  amount of the  Debentures  was
         converted into 5,000 shares of the Company's Common Stock. On September
         21, 1994, an additional  $40,000 in principal  amount of the Debentures
         was  converted  into 40,000 shares of the  Company's  Common Stock.  On
         February 23, 1996,  an  additional  $10,000 in principal  amount of the
         Debentures  was converted  into 10,000  shares of the Company's  Common
         Stock. On March 29, 1996, an additional $100,000 in principal amount of
         the  Debentures  was  converted  into 100,000  shares of the  Company's
         Common  Stock.  Accordingly,   $485,000  in  principal  amount  of  the
         Debentures  was  outstanding  at March 31, 1996, all of which is due in
         December 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).  The proceeds  from the sale of the  Debentures
         were  used  by  the  Company  to  refinance   $440,000  of  short  term
         indebtedness,   purchase  capital  equipment,  and  provide  additional
         working capital.

         In  June  1994,  the  Company  signed  a  Lease  Agreement  with  First
         Interstate Bank of Arizona ("First Interstate"). The agreement provides
         up to  $2,000,000  on open credit for a term of 11 months for equipment
         leasing.  In accordance  with this  agreement,  on March 15, 1995,  the
         Company leased various  manufacturing  equipment with an aggregate cost
         of $95,200 from First  Interstate.  The interest rate for this lease is
         9.18%.  On March 31,  1996,  the long term  portion  of this  lease was
         $61,789. In addition,  on April 11, 1995, the Company leased additional
         manufacturing  equipment  with an aggregate cost of $171,255 from First
         Interstate  purchased  under a second lease.  The interest rate for the
         second  lease is 8.96%.  The long term  portion of the second lease was
         $113,982 on March 31, 1996.

         In June  1995,  the  Company  renewed  the Lease  Agreement  with First
         Interstate.  The new agreement provides up to $1,000,000 on open credit
         for a term of 11 months for equipment leasing.  In accordance with this
         agreement,  on July 24, 1995, the Company leased various equipment with
         an aggregate cost of $281,157 from First Interstate.  The interest rate
         on this lease is 7.54%.  On March 31,  1996,  the long term  portion of
         this lease was $200,207.

         In August 1994, the Company signed a Lease Agreement with PFC, Inc. The
         agreement  provides  up to  $1,000,000  on open credit for a term of 11
         months  for  equipment  leasing.   The  interest  rate  is  8.777%.  In
         accordance with this  agreement,  on August 9, 1994, the Company leased
         various manufacturing equipment with an aggregate cost of $190,233 from
         PFC,  Inc. On March 31, 1996,  the long term  portion of the PFC,  Inc.
         lease was $100,198.

                                        8
<PAGE>
         On December 27, 1995, the Company signed an agreement with Zions Credit
         Corporation  to  finance  various   manufacturing   equipment  with  an
         aggregate cost of $533,823. On March 31, 1996, the long term portion of
         this note was $375,803.

         On  September  17, 1995 the Company  signed a sublease for a portion of
         the Santa Clara, California facility to Advanced Point Corporation. The
         sublease is for four years and nine months  commencing  October 1, 1995
         and ending July 31, 2002. On September 19, 1995,  the Company  signed a
         sublease  for the  remaining  portion of the Santa  Clara  facility  to
         Silicon  Electronics  Inc.  The sublease is for two years and one month
         commencing on October 1, 1995 and ending November 30, 1997.

         On July 18, 1995,  the Company  signed a new building lease for the San
         Jose,  California  facility for seven years and one month commencing on
         August 1, 1995,  and ending on August 30, 2002.  The Company  moved the
         Santa Clara facility to San Jose, California in September of 1995.

         On June 30,  1995,  the  Company  signed a new  building  lease for the
         Westboro,  Massachusetts  facility for five years commencing on July 1,
         1995 and ending June 30, 2000.

         On June 29, 1995,  the Company  signed a  month-to-month  lease for the
         Colorado  customer  service office.  The lease provides that either the
         landlord or the tenant,  without  cause or approval of the other party,
         may terminate  this lease upon 30 days written  notice.  This lease was
         terminated on April 30, 1996.

         On June 23,  1995,  the Company  signed a letter of intent to lease the
         building  for the  Singapore  facility  for three years  commencing  on
         September 3, 1995 and ending on September 2, 1998.

         On April 15,  1996,  the  Company  signed a month to month lease on the
         Oregon  customer  service  office.  The lease  provides that either the
         landlord or the tenant,  without  cause or approval of the other party,
         may terminate this lease upon 30 days written notice.

         Pursuant to the  acquisition of Fresh Test Technology on April 3, 1995,
         the  Company  acquired  a  building  lease  for the  Chandler,  Arizona
         facility  for two years  commencing  on  November  1,  1993 and  ending
         October 31, 1995. This lease was subsequently amended for an additional
         one year and two  months  commencing  on  November  1, 1995 and  ending
         December 31, 1996. The Company leased additional building space for the
         Chandler,  Arizona  facility for five years  commencing  on December 1,
         1993 and ending on November 30, 1998.

                                        9
<PAGE>
         Convertible Preferred Stock

         On  January  18,  1996,  the  Company  issued   10,000,000   shares  of
         Convertible  Preferred  Stock for  $10,000,000.  Net proceeds  from the
         private  placement,  after deducting  expenses,  were  $9,400,000.  The
         Preferred  Stock is convertible  into Common Stock at the option of the
         holder in increments of 25% of the shares held by the holder  beginning
         March 3, 1996 through June 1, 1996.  Automatic conversion occurs at the
         end of two years. The 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 Preferred
         Stock at any time in minimum  amounts of  $2,000,000 at a price of 125%
         of par beginning July 18, 1996 or upon a merger, buyout or acquisition.

         Additionally,  the  Company  issued  52,000  Common  Stock  warrants on
         January  18,1996,  which are  exercisable  at the fixed strike price of
         $16.55 and expire in four years.

         During March 1996,  220,000  shares of Preferred  Stock were  converted
         into 17,655 shares of Common Stock.  During April 1996,  380,000 shares
         of Preferred  Stock were  converted into 28,876 shares of Common Stock.
         On May 2, 1996,  120,000 shares of Preferred  Stock were converted into
         9,097  shares  of  Common  Stock.  Accordingly,   9,280,000  shares  of
         Preferred Stock were outstanding at May 10, 1996.

         Acquisition

         On January 23, 1996,  the Company  signed a letter of intent to acquire
         the stock of  CompuRoute,  Inc.,  a  manufacturer  of  printed  circuit
         boards, and its affiliates.  As consideration for the acquisition,  the
         Company  plans to issue  995,000  shares of Common  Stock.  The Company
         anticipates  recording the acquisition  under the  pooling-of-interests
         method  of  accounting.  This  transaction  is  subject  to a number of
         conditions,  however,  including  approval by the  stockholders of both
         companies, and there can be no assurance that it will be completed.

H.       PRO FORMA DATA - FRESH TEST TECHNOLOGY ACQUISITION
         --------------------------------------------------

                                                     Three Months Ended March 31
                                                     ---------------------------
                                                                 1995
                                                                 ----
         Net sales                                            6,465,823
         Net income                                             706,178
         Primary earnings per share                                 .17
         Fully diluted earnings per share                           .15

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

GENERAL

Cerprobe Corporation designs, manufactures, and markets high performance probing
and  interface  products  used  in  electronic  screening  and  verification  of
integrated  circuits  (IC) and  hybrid  substrates  (MCM) for the  semiconductor
industry.  Cerprobe's probe cards generally range from $500 to $10,000,  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. Most probe cards are delivered within one to three weeks of the receipt
of a customer's order and appropriate specifications.

Cerprobe  was founded in 1976.  Following a change in the  Company's  management
team in 1990, the Company has experienced  significant internal expansion,  with
revenues  exceeding  $26 million in 1995.  Cerprobe has doubled its share of the
domestic probe card market during the past five years to become a major supplier
of probe cards in the United States and on a worldwide  basis.  The Company took
steps in 1994 to expand its  presence in the  international  market by opening a
full service  manufacturing and repair facility in Scotland to serve Europe. The
Scotland facility is now fully operational.  In 1995, the Company continued this
expansion  by  opening  an  office  in  Singapore  pursuant  to a joint  venture
agreement.   Management  believes  that  the  fastest  growing  region  for  the
semiconductor  industry is Southeast Asia, and plans to continue  expanding into
this area during 1996.

The Company operates  manufacturing  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.  Product sales are made both by Company  employed  sales  personnel and
independent distributors.

On April 3, 1995, the Company completed the acquisition of Fresh Test Technology
Corporation ("Fresh Test"). In connection with the acquisition,  Cerprobe issued
712,500  shares of its Common  Stock to the  shareholders  of Fresh Test.  Fresh
Test,  based in Chandler,  Arizona,  was founded in 1987 and  specializes in the
design and manufacturing of controlled impedance,  high frequency, ATE interface
boards and systems  for testing  digital,  mixed  signals and analog  integrated
circuits.  The Company believes that this acquisition allowed the combination of
product lines and the consolidation of engineering expertise.

                                       11
<PAGE>
In order to continue  to broaden the  Company's  product  line,  the Company has
entered  into a letter  of intent  to  acquire  CompuRoute,  Inc.  (and  certain
affiliated   companies)   ("CompuRoute")   located  in  Richardson,   Texas  for
approximately 920,000 shares of the Company's Common Stock. The letter of intent
also provides for the issuance of 75,000 shares of the Company's Common Stock to
CompuRoute's  largest stockholder in exchange for certain real estate associated
with CompuRoute's operations. CompuRoute is a leading designer and fabricator of
printed circuit boards and assemblies used in the testing of semiconductors.  If
completed,  the  acquisition  of CompuRoute  would expand the Company's  current
product  line  both  internally  and  externally,  and  increase  the  Company's
distribution  network.  This  transaction  is subject to a number of conditions,
however, including approval by the stockholders of both companies, and there can
be no assurance that it will be completed.

FIRST QUARTER OF 1996 AND 1995 COMPARISONS
- RESULTS OF OPERATIONS

Net sales for the first quarter of 1996 were $9,699,939, an increase of 95% over
net sales for the first quarter of 1995 of $4,962,665. The increase in net sales
reflects a  continuation  of higher  order  rates for the  Company's  probe card
products and the contribution from the acquisition of Fresh Test.

Gross margin for the first  quarter of 1996 was 47% of sales  compared to 46% of
sales  for the  comparable  period  in 1995.  The  increase  in gross  margin is
primarily a result of the increase in net sales and the positive effect of fixed
manufacturing costs being spread over a larger revenue base.

Engineering and product development expenses decreased 15% for the first quarter
of 1996 over the first quarter of 1995.  This  decrease  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  (SG&A)  expenses for the first quarter of
1996 were  $2,607,938,  an increase of 127%  compared  with  $1,149,423  for the
comparable  period  in 1995.  The  increase  in  total  SG&A  expenses  resulted
primarily from the increase in fixed general and administrative costs due to the
Company's continued facility expansion and the acquisition of Fresh Test.

Operating  income for the first quarter of 1996 was  $1,816,366,  an increase of
81%  compared  to  $1,001,304  for the first  quarter of 1995.  The  increase in
operating  income  resulted  primarily  from the  increase  in net  sales and an
increase in the gross margin.

Interest  expense for the first quarter of 1996 was $58,856,  an increase of 61%
over the  comparable  period  in 1995.  The  increase  in  interest  expense  is
primarily  attributable  to the increase in lease  equipment  financing  and the
additional debt financing.

                                       12
<PAGE>
Other income for the first quarter of 1996 was $100,350, an increase of 60% over
the comparable  period in 1995.  This increase was primarily due to the interest
income earned on cash from a private  placement of Preferred  Stock that occured
in the  first  quarter  of 1996,  and also the  Company's  ability  to  maximize
available vendor discounts.

Income before  income taxes and minority  interest for the first quarter of 1996
was  $1,857,860,  an increase  of 81% over the  comparable  period in 1995.  Net
income for the first quarter of 1996 was $1,006,221, an increase of 78% over the
comparable  period in 1995.  Once again,  the increase is  primarily  due to the
increase in net sales and the increase in gross margin.

Cerprobe Singapore PTE. LTD. is in the process of set up, training and the build
up of inventory in the first quarter of 1996.  Minority  interest  Cerprobe Asia
PTE.  LTD. for the first  quarter of 1996 was $25,361,  which  resulted from the
loss due to facility start up costs.

The Company has used all of its available  loss  carryforwards  and has begun to
feel the full impact of income tax rates. The current  estimated income tax rate
in the U.S.  is 42%;  on a  consolidated  basis,  however,  it is 47% due to the
nondeductible tax loss from the Scotland subsidiary.

                                       13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Working capital increased from $4,771,459 at December 31, 1995 to $14,313,912 at
March 31, 1996.  The current ratio  increased from 2.5 to 1 at December 31, 1995
to 4.3 to 1 at March 31, 1996,  primarily as a result of an increase in accounts
payable  and other  accrued  expenses  and the cash  received  from the  private
placement of Preferred Stock.

On April 30, 1996, the Company  renewed a Loan  Agreement with First  Interstate
Bank of Arizona.  First Interstate's Loan Agreement provides up to $3,000,000 in
revolving  credit for accounts  receivable  financing.  The interest rate on the
revolving  credit  agreement is equal to the lower of First  Interstate's  prime
rate or LIBOR.

The  Company  entered  into an  equipment  financing  arrangement  with  Norwest
Equipment  Finance  in May 1993.  The  Company  has leased  equipment  valued at
$160,798 for a term of 36 months. The interest rate is 7.785%. At the end of the
lease term, the Company may purchase the equipment for $1.00.

The  Company  entered  into  an  equipment  financing   arrangement  with  First
Interstate in June 1994. On March 15, 1995, the Company leased  equipment valued
at $95,200 for a term of 60 months.  The interest  rate is 9.18%.  At the end of
the lease term,  the Company may purchase the equipment  for $1.00.  On June 12,
1995, the Company renewed the Lease Agreement with First Interstate. The Company
leased additional  equipment valued at $281,158 for a term of 60 months, with an
interest rate of 7.54%.  At the end of the lease term,  the Company may purchase
the equipment for $1.00.

The Company entered into an equipment  financing  arrangement  with PFC, Inc. in
August 1994.  The Company leased  equipment  valued at $190,233 for a term of 60
months.  The interest rate is 8.777%.  At the end of the lease term, the Company
may purchase the equipment for $1.00.

On July 7, 1994, Cerprobe Europe Ltd. signed a month-to-month building lease for
the East Kilbride,  Scotland facility.  In November 1994, the Company approved a
formal lease for five years  commencing on August 28, 1994 and ending August 27,
1999. The lease provides that unless the tenant gives a six week notice prior to
the end of the term, the lease will continue to run year to year.

In 1994,  the  Company  received a grant from  Locate in  Scotland,  an economic
development agency of the British  government.  The Company has already met 2 of
the  3  tiers  with  respect  to  the  grant  and  has   received   pound 70,000
(approximately  $107,000 at the exchange rate in effect on March 31, 1996).  The
receipt  of the funds  pursuant  to the  grant has  helped  the  Company  defray
start-up expenses in connection with establishing this facility.

On June 23,  1995,  the Company  signed a letter of intent to lease the building
for its Singapore  facility for three years  commencing on September 3, 1995 and
ending on September 2, 1998.

                                       14
<PAGE>
The Company operates a manufacturing, repair and sales facility at its Singapore
location.  The Company  estimates  that up to  $400,000  will be used to acquire
necessary   equipment   and  to  modify  the  facility  to  meet  the  Company's
specifications.

The  coverage  ratio of total  debt to net worth was .40 at  December  31,  1995
compared to .25 at March 31, 1996. This decrease indicates longer term financial
security and a greater flexibility to borrow in the future. The Company believes
that its existing  line of credit and lease line  combined  with cash  generated
from operations will be sufficient to meet the Company's  currently  anticipated
cash requirements for at least the next twelve months.

                                       15
<PAGE>
                           PART II - OTHER INFORMATION

Item 1            Legal Proceedings
                  a.       None

Item 2            Changes in Securities
                  a.       None

Item 3            Defaults on Senior Securities
                  a.       None

Item 4            Submission of Matters to Vote of Security Holders
                  a.       None

Item 5            Other Information
                  a.       On  March  31,  1996,  Robert  Bench   tendered   his
                           resignation as Chief Financial Officer.

Item 6            Exhibits and Reports on Form 8K
                  a.       Exhibits required by Item 601 of Regulation S-B
                           10(a)    Loan Agreement between the Company and First
                                    Interstate Bank  of  Arizona, NA dated April
                                    27, 1996 and related Promissory Note.*
                           10(b)    Lease  Agreement  between  the  Company  and
                                    Shared Secretarial Service Inc. dated  April
                                    19, 1996.*
                           27       Financial Data Schedule.

                  b.       Reports on Form 8-K
                           5        Form  8K,  filed  on  January  18, 1996,  to
                                    report  the  placement  of  $10  million  in
                                    convertible  preferred  stock to  a group of
                                    institutional investors.

                  c.       11       Statement regarding computation of per share
                                    earnings.
----------
* Previously filed.
                                       16
<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/ Randel L. Buness
                                         ---------------------------------
                                         Randel L. Buness
                                         Vice President- Chief Financial Officer

November 22, 1996