SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  FORM 10-QSB/A
     Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934
                       For the Quarter Ended June 30, 1996
                                            ---------------
 
                         Commission File Number 0-11370
                                               ----------
                              CERPROBE CORPORATION
                              --------------------
                    (Name of Issuer Specified in Its Charter)

           Delaware                                              86-0312814
-------------------------------                           ----------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports)  and (2) has been subject to such filing  requirements  for the past 90
days.

 Yes    X         No 
    ----------      ----------  

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

CLASS                                          OUTSTANDING AS OF AUGUST 12, 1996
-----                                          ---------------------------------

Common                                                        4,544,922
Par value $.05 per share

Traditional Small Business Disclosure Format (check one):

Yes               No    X
   ----------       ----------

                                       1
<PAGE>
                              CERPROBE CORPORATION

                         QUARTERLY REPORT ON FORM 10-QSB

                       FOR THE QUARTER ENDED JUNE 30, 1996

                                TABLE OF CONTENTS





                         PART I - FINANCIAL INFORMATION

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

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

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

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

ITEM  2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................10


                           PART II - OTHER INFORMATION

ITEM  5.       OTHER INFORMATION.............................................15

ITEM  6.       EXHIBITS AND REPORTS ON FORM 8-K..............................15

SIGNATURES...................................................................16

                                       2
<PAGE>
                              CERPROBE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         June 30,                 December 31,
                                                                           1996                       1995 
                                                                     -----------------          -----------------
                                                                       (unaudited)
<S>                                                                  <C>                        <C>     
                              ASSETS
                              ------
CURRENT ASSETS:               
 Cash and cash equivalents                                                 $6,868,236                   $263,681
 Marketable Securities (Note B)                                             2,279,188                          0
 Accounts receivable, net of allowances for
  doubtful accounts (Note C )                                               5,847,963                  4,377,041
 Inventories (Note D)                                                       3,401,210                  2,802,081
 Prepaid expenses                                                             (39,568)                   111,673
 Income taxes receivable                                                      163,464                    163,464
 Deferred income taxes                                                        159,134                    270,599
                                                                     -----------------          -----------------
TOTAL CURRENT ASSETS                                                       18,679,627                  7,988,539
                                                                     -----------------          -----------------

PROPERTY AND EQUIPMENT, net  (Notes E & H)                                  6,046,711                  4,667,786

GOODWILL, net of amortization                                               1,790,748                  1,923,396

PATENTS AND TECHNOLOGY, net of amortization                                    64,129                     74,013

OTHER ASSETS                                                                  277,350                    313,716
                                                                     -----------------          -----------------
           TOTAL ASSETS                                                   $26,858,565                $14,967,450
                                                                     =================          =================

                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
CURRENT LIABILITIES:
 Accounts payable                                                            $962,888                 $1,499,853
 Accrued expenses (Note F)                                                  1,393,923                    788,599
 Convertible subordinated debentures                                          485,000                    595,000
 Current portion of notes payable (Note G)                                    121,330                    123,743
 Current portion of capital leases (Note H)                                   188,526                    209,885
                                                                     -----------------          -----------------
          TOTAL CURRENT LIABILITIES                                         3,151,667                  3,217,080
                                                                     -----------------          -----------------

Notes payable, less current portion                                           345,660                    408,376
Capital leases, less current portion                                          480,996                    572,830
Deferred income taxes                                                          66,123                     66,123
Other liabilities                                                              53,797                     46,801
                                                                     -----------------          -----------------
          TOTAL LIABILITIES                                                 4,098,243                  4,311,210
                                                                     -----------------          -----------------

STOCKHOLDERS' EQUITY:
 Preferred stock, par value $.05 per share:
  Authorized, 10,000,000 shares;
  Issued and outstanding 8,720,000 shares at June 30, 1996                    436,000                          0
 Common stock, par value $.05 per share:
  Authorized, 10,000,000 shares;
  Issued and outstanding 4,420,008 and 4,095,851
     shares at June 30, 1996 and December 31, 1995                            221,002                    204,792
  Additional paid-in-capital                                               16,958,396                  7,239,410
  Retained earnings                                                         5,271,661                  3,466,464
  Unearned compensation                                                      (141,096)                  (241,872)
  Foreign currency translation adjustment                                      14,359                    (12,554)
                                                                     -----------------          -----------------
TOTAL STOCKHOLDERS' EQUITY                                                 22,760,322                 10,656,240
                                                                     -----------------          -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $26,858,565                $14,967,450
                                                                     =================          =================
</TABLE>
                                       3
<PAGE>
                             CERPROBE CORPORTATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                      Three Months Ended June 30,            Six Months Ended June 30,
                                                   -----------------------------------------------------------------------
                                                        1996              1995                1996               1995
                                                   ---------------   ---------------    ----------------   ---------------
<S>                                                <C>               <C>                <C>                <C>        
NET SALES                                              $9,659,883        $6,171,529         $19,359,822       $11,134,194

COST OF GOODS SOLD                                      5,174,844         3,148,314          10,347,795         5,839,115
                                                   ---------------   ---------------    ----------------   ---------------

GROSS MARGIN                                            4,485,039         3,023,215           9,012,027         5,295,079
                                                   ---------------   ---------------    ----------------   ---------------

EXPENSES:
 Engineering and product development                      275,583           208,186             378,267           329,323
 Selling, general and administrative                    2,666,893         1,763,010           5,274,831         2,912,433
                                                   ---------------   ---------------    ----------------   ---------------

                                                        2,942,476         1,971,196           5,653,098         3,241,756
                                                   ---------------   ---------------    ----------------   ---------------

OPERATING INCOME                                        1,542,563         1,052,019           3,358,929         2,053,323
                                                   ---------------   ---------------    ----------------   ---------------

OTHER REVENUE AND (EXPENSES):
 Interest expense                                         (57,601)          (47,466)           (116,457)          (83,934)
 Interest income                                          108,751            13,369             168,243            25,626
 Other income                                              46,624            38,727              87,482            89,369
                                                   ---------------   ---------------    ----------------   ---------------

INCOME BEFORE INCOME TAXES
  AND MINORITY INTEREST                                 1,640,337         1,056,649           3,498,197         2,084,384

MINORITY INTEREST                                          36,927                 0              62,288                 0
PROVISION FOR INCOME TAXES                                816,000           442,000           1,693,000           905,000
                                                   ---------------   ---------------    ----------------   ---------------

NET INCOME                                               $861,264          $614,649          $1,867,485        $1,179,384
                                                   ===============   ===============    ================   ===============


NET INCOME PER COMMON EQUIVALENT SHARE

PRIMARY:
  NET INCOME PER SHARE                                      $0.16             $0.15               $0.35             $0.31
                                                   ===============   ===============    ================   ===============
WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING                                     5,393,166         4,194,089           5,262,320         3,815,297
                                                   ===============   ===============    ================   ===============

FULLY DILUTED:
  NET INCOME PER SHARE                                      $0.15             $0.13               $0.32             $0.26
                                                   ===============   ===============    ================   ===============
WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING                                     5,878,399         4,858,662           5,797,680         4,499,737
                                                   ===============   ===============    ================   ===============
</TABLE>
                                       4
<PAGE>
                              CERPROBE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                 Six months ended June 30,        
                                                                                          -------------------------------------   
                                                                                                1996                 1995         
                                                                                          ----------------     ----------------   
<S>                                                                                       <C>                  <C>           
OPERATING ACTIVITIES:                                                                                                             
     Net income                                                                                $1,867,485           $1,179,384    
     Adjustments to reconcile net income to net cash provided by operating activities:                                 
        Depreciation and amortization                                                             854,628              167,230    
        Gain on sale of fixed assets                                                                    0                6,444    
        Tax benefit from stock options exercised                                                  182,000                    0    
        Deferred income taxes                                                                     111,465               48,095    
        Provision for losses on accounts receivable                                                 2,000               46,000    
        Provision for obsolete inventory                                                           31,000               50,000    
        Compensation expense                                                                       51,398                    0    
        Loss applicable to minority interest                                                      (62,288)                   0    
     Changes in operating assets and liabilities:                                                                                 
        Accounts receivable                                                                    (1,472,922)            (322,105)   
        Inventories                                                                              (630,129)            (452,893)   
        Prepaid expenses and other assets                                                         187,607              (62,671)   
        Accounts payable and other accrued expenses                                              (204,403)             167,028    
        Accrued income taxes                                                                      272,762             (156,741)   
        Other liabilities                                                                           6,996              333,052    
                                                                                          ----------------     ----------------   
            Net cash provided by operating activities                                           1,197,599            1,002,823    
                                                                                          ----------------     ----------------   
                                                                                                                                  
INVESTING ACTIVITIES:                                                                                                             
        Capital expenditures                                                                   (2,091,021)            (573,015)   
        Purchase of marketable securities                                                      (2,279,188)                   0    
        Cost incurred in Fresh Test Technology acquisition                                              0             (402,865)   
        Cash acquired in purchase of Fresh Test Technology                                              0              321,167    
        Proceeds from sale of fixed assets                                                              0               43,613    
                                                                                          ----------------     ----------------   
            Net cash used in investing activities                                              (4,370,209)            (611,100)   
                                                                                          ----------------     ----------------   
                                                                                                                                  
FINANCING ACTIVITIES:                                                                                                             
     Principal payments on notes payable and capital leases                                      (178,322)             (95,582)   
     Net proceeds from issuance of convertible preferred stock                                  9,400,000                    0    
     Net proceeds from issuance of common stock                                                   528,574               77,438    
                                                                                          ----------------     ----------------   
            Net cash provided by (used in) financing activities                                 9,750,252              (18,144)   
                                                                                          ----------------     ----------------   
                                                                                                                                  
EFFECT OF EXCHANGE RATES ON CASH                                                                   26,913              (11,079)   
                                                                                                                                  
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                       6,604,555              362,500    
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                    263,681              738,319    
                                                                                          ----------------     ----------------   
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                       $6,868,236           $1,100,819    
                                                                                          ================     ================   
                                                                                                                                  
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING                                                                                        
     AND FINANCING ACTIVITIES:                                                                                                    
     Conversion of subordinated debentures to common stock                                       $110,000                    0    
                                                                                          ================     ================   
                                                                                                                                  
     Conversion of convertible preferred stock to common stock                                    $64,000                    0    
                                                                                          ================     ================   
                                                                                                                                  
     Property acquired under capital leases and issuance of notes payable                              $0             $266,455    
                                                                                          ================     ================   
                                                                                                                                  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW                                                                                             
     INFORMATION :                                                                                                                
     Interest paid                                                                                $93,833              $69,311    
                                                                                          ================     ================   
     Income taxes paid                                                                         $1,128,016           $1,060,476    
                                                                                          ================     ================   
     Issuance of stock for purchase of assets and assumption of                                                                   
        liabilities of Fresh Test Technology                                                           $0           $2,662,969    
                                                                                          ================     ================   
</TABLE>
                                       5
<PAGE>
                              CERPROBE CORPORATION
                              --------------------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                  JUNE 30, 1996
                                  -------------

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

         The  balance  sheets  as of June 30,  1996 and  December 31,  1995, the
         statements  of  operations  for the three and six months ended June 30,
         1996 and June 30, 1995,  and the  statements  of cash flows for the six
         months  ended June 30,  1996 and June 30,  1995 have been  prepared  by
         Cerprobe  Corporation (the "Company")  without audit. In the opinion of
         management,  all  adjustments  (which  include  only  normal  recurring
         adjustments)  necessary  to  present  fairly  the  financial  position,
         results of  operations  and cash flows for all periods  presented  have
         been made.

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

         In late 1995,  Cerprobe  Corporation  formed a wholly  owned  Singapore
         subsidiary  called  Cerprobe  Asia  Holdings  PTE.  LTD.  Cerprobe Asia
         Holdings,  together with Asian investors,  formed a joint venture named
         Cerprobe  Asia  PTE.  LTD.  Cerprobe  Asia  Holdings  is a 70% owner of
         Cerprobe Asia PTE. LTD. Subsequently,  Cerprobe Asia PTE. LTD created a
         wholly owned subsidiary to develop and operate a full service sales and
         manufacturing  plant,  which operates under the name Cerprobe Singapore
         PTE. LTD. All activities  that are related to the above Asian Companies
         will, henceforth, be referred to as "Asian Operations."

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

         Marketable securities consist of a US Treasury Note for $2,279,188 at 6
         3/8%,  maturing on July 15, 1999. This balance is stated at cost, which
         approximates fair market value.


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

         The allowance  for doubtful  accounts at June 30, 1996 and December 31,
         1995 were $175,000 and $173,000, respectively.

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

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

                                                  June 30,         December 31,
                                                    1996              1995
                                               --------------     ------------
         Raw materials                         $    2,343,608     $  1,655,974
         Work-in-process                            1,171,602        1,229,107
         Reserve for obsolete inventory              (114,000)         (83,000)
                                               --------------     ------------

                  Total                        $    3,401,210     $  2,802,081
                                               ==============     ============

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

         Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                          June 30,              December 31,
                                                            1996                    1995
                                                     ------------------        --------------

<S>                                                  <C>                        <C>         
         Manufacturing tools and equipment           $    5,958,304             $  4,825,724
         Office furniture and equipment                   2,254,961                1,722,312
         Leasehold improvements                             859,604                  759,843
         Construction in progress                           711,794                  398,838
         Computer software                                   39,775                   39,775
         Accumulated depreciation and amortization       (3,777,727)              (3,078,706)
                                                     ------------------         ------------
                                                     $    6,046,711             $  4,667,786
                                                     ==================         ============
</TABLE>

F.       ACCRUED EXPENSES
         ----------------
         Accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                                          June 30,              December 31,
                                                            1996                    1995
                                                     -----------------          -------------

<S>                                                  <C>                        <C>          
         Accrued payroll and related taxes           $        827,605           $     482,866
         Accrued income taxes                                 272,762                       -
         Other accrued expenses                               293,556                 305,733
                                                     ------------------         --------------
                                                     $     1,393,923           $      788,599
                                                     ==================        ==============
</TABLE>


G.       NOTES PAYABLE
         -------------

         On April 30, 1996,  the Company  entered  into an unsecured  $3,000,000
         revolving  line of credit with First  Interstate  Bank (now Wells Fargo
         Bank),  which expires on April 28, 1997. The non-use fee under the line
         of credit is .125% of the unused  portion,  calculated  per annum.  The
         interest  rate on any  amounts  borrowed  under  the  revolving  credit
         agreement is the lower of Prime Rate, which was 8.25% at June 30, 1996,
         or LIBOR (London Interbank Rate),  plus 2.25%,  which was 7.75% at June
         30, 1996. There was no amount  outstanding under this agreement at June
         30, 1996.
                                       7
<PAGE>
         On April 3,  1995,  due to the  acquisition  of Fresh  Test  Technology
         Corporation  ("Fresh Test"),  the Company acquired three notes payable.
         One note was related to an exclusive license for probe card technology,
         which  provided for monthly  payments of $2,500.  This note was paid in
         full on March  14,  1996.  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.

H.       LONG-TERM DEBT AND COMMITMENTS
         ------------------------------

         Convertible Subordinated Debentures

         In March and April 1991,  the Company  issued  $1,000,000  in aggregate
         principal   amount  of   Convertible   Subordinated   Debentures   (the
         "Debentures").  The  Debentures  are  convertible  into  shares  of the
         Company's  Common Stock at a conversion price equal to $1.00 per share.
         As of June 30, 1996, $515,000 in principal amount of the Debentures had
         been  converted  into  515,000  shares  of Common  Stock.  Accordingly,
         $485,000 in principal  amount of the Debentures was outstanding at June
         30, 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).

         Convertible Preferred Stock

         On  January  18,  1996,  the  Company  issued   10,000,000   shares  of
         Convertible  Preferred  Stock  for  $10,000,000.  Net  proceeds,  after
         deducting  expenses,  were  $9,400,000.  If a holder  does not  convert
         within the first two years, then automatic conversion occurs at the end
         of the second year.  The  Convertible  Preferred  Stock converts at the
         lesser  of 110% of the  fixed  strike  price  of  $16.55  or 90% of the
         average  five day  closing  price  prior to the  conversion  date.  The
         Company may call the Convertible Preferred Stock at any time in minimum
         amounts of $2,000,000 at a price of 125% of par 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  the first  quarter  ended  March 31,  1996,  220,000  shares of
         Convertible Preferred Stock were converted into 17,655 shares of Common
         Stock. During the second quarter ended June 30, 1996,  1,060,000 shares
         of  Convertible  Preferred  Stock were  converted into 83,300 shares of
         Common Stock.  Accordingly,  8,720,000 shares of Convertible  Preferred
         Stock were outstanding at June 30, 1996.


         Acquisition

         On January 23, 1996,  the Company  signed a letter of intent to acquire
         the Stock of CompuRoute,  Inc. and its  affiliates,  a manufacturer  of
         printed circuit  boards.  This letter of intent  contemplated  that the
         Company  would  issue  995,000  shares  of Common  Stock to effect  the
         transaction,  which, at the time of the letter of intent, was valued at
         approximately  $13,000,000.  In May 1996,  the  President,  Founder and
         Principal  Shareholder  of  CompuRoute,  with whom the Company had been
         negotiating  the  terms  of  the  proposed  acquisition,   passed  away
         unexpectedly. Thereafter, the Company and representatives of CompuRoute
         have continued to discuss the terms of the proposed  aquisition,  which
         may  differ  materially  from the terms  contemplated  by the  original
         letter  of  intent.   This  transaction  is  subject  to  a  number  of
         conditions,  including  agreement between the Company and CompuRoute on
         the terms of a proposed acquisition and approval by the shareholders of
         CompuRoute.  There can be no assurance  that the Company and CompuRoute
         will be able to agree on the terms of the proposed acquisition, or that
         if an agreement is reached, that the agreement will be consummated.
                                        8
<PAGE>
I.       PRO FORMA DATA - FRESH TEST TECHNOLOGY ACQUISITION
         --------------------------------------------------

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


                                                               Six Months Ended
                                                               ----------------
                                                                 June 30, 1995
                                                                 -------------

                     Net sales                                      12,637,352
                     Net income                                      1,256,310
                     Primary earnings per share                            .26
                     Fully diluted earnings per share                      .23

                                       9
<PAGE>
ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     ---------------------------------------
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

General

Cerprobe  designs,  manufactures,  and  markets  high  performance  probing  and
interface  products used in electronic  screening and verification of integrated
circuits (IC) and hybrid  substrates (MCM) for the semiconductor  industry.  Its
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.  The
Company has experienced significant growth over the past few years with sales of
$14  million in 1994,  $26  million in 1995,  and $19  million for the first six
months of 1996.  Approximately  $4 million of 1995 sales and $3.7 million of the
first six  months of 1996  sales,  were  sales of  interface  products  from the
Company's 1995 acquisition of Fresh Test Technology.

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

In Europe and Asia,  Cerprobe  markets its products  and services its  customers
through its full  service  manufacturing  and sales  facilities  in Scotland and
Singapore.  The Company  intends to continue to expand in  Southeast  Asia as it
believes that area is the fastest growing region for the semiconductor industry.

Results of Operations

Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
-----------------------------------------------------------------------------

Net sales for the three months ended June 30, 1996 were  $9,659,883  compared to
$6,171,529  for the three months  ended June 30,  1995,  an increase of 57%. The
increase  in net sales  reflects a  continuation  of higher  order rates for the
Company's probe card products and the  contribution  of interface  products from
the Company's 1995 acquisition of Fresh Test Technology.

Gross margin for the three months ended June 30, 1996 was 46% of sales  compared
to 49% of sales for the comparable  period in 1995. The decrease in gross margin
was  primarily  a result of the  change in product  mix which  includes a higher
ratio of interface product sales in the three months ended June 30, 1996.

Engineering and product development expenses for the three months ended June 30,
1996 was $275,583 compared to $208,186 for the three months ended June 30, 1995,
an increase of 32%. This increase represents a controlled  expansion of research
and  development  efforts to pursue the  development of new  integrated  circuit
testing systems for the future.

Selling, general and administrative expenses for the three months ended June 30,
1996 were $2,666,893  compared to $1,763,010 for the three months ended June 30,
1995,  an increase of 51%. The increase in selling,  general and  administrative
expenses  resulted  primarily from 
                                       10
<PAGE>
increased  sales  and  marketing  efforts,   and  increased  fixed  general  and
administrative  costs due to the Company's  domestic facility  expansion and the
start-up of Asian Operations.

Operating  income  for the  three  months  ended  June 30,  1996 was  $1,542,563
compared to $1,052,019  for the three months ended June 30, 1995, an increase of
47%. The increase in operating  income  resulted  primarily from the increase in
net sales as a result of higher order rates.

Interest  expense for the three months ended June 30, 1996 was $57,601  compared
to $47,466 for the three  months  ended June 30,  1995,  an increase of 21%. The
increase in interest expense was primarily attributable to the increase in lease
equipment financing.

Interest  income for the three months ended June 30, 1996 was $108,751  compared
with $13,369 for the three months ended June 30, 1995, an increase of 713%. This
increase was  primarily  due to the interest  income  earned on the net proceeds
from the issuance of Convertible Preferred Stock on January 18, 1996.

Income before income taxes and minority interest for the three months ended June
30, 1996 was  $1,640,337  as compared to  $1,056,649  for the three months ended
June 30,  1995,  an increase of 55%.  The  majority of the  increase  was due to
increased  sales  reflecting  a  continuation  of  higher  order  rates  for the
Company's probe card and interface products.

The initial start up phase for the Asian Operations, which included training and
build up of  inventory,  occurred  during the first  three  months of 1996.  The
minority interest from Asian Operations for the three months ended June 30, 1996
of $36,927  represents the Company's joint venture  partner's share (30%) of the
loss from Asian Operations.

Net income for the three  months  ended June 30, 1996 was  $861,264  compared to
$614,649  for the three  months  ended June 30,  1995,  an increase of 40%.  The
increase  was  primarily  due to the  increase in net sales due to higher  order
rates.

For the three months ended June 30, 1996, the Company's  income tax rate was 49%
compared to 42% for the same period  1995.  The  increase in income tax rate was
due to the  nondeductability  of losses from the  Company's  European  and Asian
subsidiaries.

Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
-------------------------------------------------------------------------

Revenues  for the six months  ended June 30, 1996 were  $19,359,822  compared to
$11,134,194  for the six months  ended June 30,  1995,  an increase of 74%.  The
increase  in net sales  reflects a  continuation  of higher  order rates for the
Company's probe card products and the  contribution  of interface  products from
the Company's 1995 acquisition of Fresh Test Technology.

Gross margin for the six months ended June 30, 1996 was 47% of sales compared to
48% of sales for the comparable  period in 1995. The decrease in gross margin is
primarily  a result  of a change in  product  mix to  include a higher  ratio of
interface product sales.

Engineering and product  development  expenses for the six months ended June 30,
1996 were $378,267  compared to $329,323 for the six months ended June 30, 1995,
an increase of 15%. 
                                       11
<PAGE>
This  increase  represents  a controlled  expansion of research and  development
efforts to pursue the development of new integrated  circuit testing systems for
the future.

Selling,  general and administrative  expenses for the six months ended June 30,
1996 were  $5,274,831  compared to $2,912,433  for the six months ended June 30,
1995,  an increase of 81%. The increase in selling,  general and  administrative
expenses  resulted   primarily  from  increased  sales  and  marketing  efforts,
increased fixed general and  administrative  costs due to the Company's domestic
facility expansion and the start-up of Asian Operations.

Operating income for the six months ended June 30, 1996 was $3,358,929  compared
to  $2,053,323  for the six months ended June 30, 1995,  an increase of 64%. The
increase in operating  income resulted  primarily from the increase in net sales
as a result of higher order rates.

Interest expense for the six months ended June 30, 1996 was $116,457 compared to
$83,934 for the six months ended June 30, 1995, an increase of 39%. The increase
in interest expense is primarily attributable to the increase in lease equipment
financing.

Interest income for the six months ended June 30, 1996 was $168,243  compared to
$25,626  for the six months  ended June 30,  1995,  an  increase  of 557%.  This
increase was  primarily  due to the interest  income  earned on the net proceeds
from the issuance of Convertible Preferred Stock on January 18, 1996.

Income before  income taxes and minority  interest for the six months ended June
30, 1996 was  $3,498,197  compared to $2,084,384  for the  comparable  period in
1995, an increase of 68%. The majority of the increase was due to an increase in
sales which  reflects a  continuation  of higher  order rates for the  Company's
probe card and interface products.

For the six months ended June 30, 1996, the Asian  Operations was in its initial
start up phase which included  training and build up of inventory.  The minority
interest from Asian Operations for the six months ended June 30, 1996 of $62,288
represents the Company's  joint venture  partner's  share (30%) of the loss from
Asian Operations.

Net income for the six months  ended June 30,  1996 was  $1,867,485  compared to
$1,179,384 for the  comparable  period in 1995, an increase of 58%. The increase
was primarily due to the increase in net sales.

For the six months ended June 30, 1996,  the  Company's  income tax rate was 48%
compared to 43% for the same period in 1995. The increase in income tax rate was
due to the  nondeductability  of losses from the  Company's  European  and Asian
subsidiaries.

Liquidity and Capital Resources

The Company has  financed  its  operations  and capital  requirements  primarily
through cash flow from operations,  equipment lease financing arrangements,  and
sales of equity  securities.  In January 1996,  the Company  completed a private
placement of Convertible Preferred Stock which raised net proceeds of $9,400,000
to fund its domestic and  international  expansion  as well as  acquisitions  of
other  companies  and/or  technologies.  At June 30, 1996,  cash and  marketable
securities were $9,147,424, compared to $263,681 as of December 31, 1995.
                                       12
<PAGE>
During the six months ended June 30, 1996, the Company  generated  $1,197,599 in
cash flow from operations.  Accounts receivable increased $1,472,922, or 34%, to
$5,847,963  primarily  due to the 19%  increase  in net  revenues  for the three
months ended June 30, 1996 compared to the three months ended December 31, 1995,
as  well  as the  timing  of  the  shipments  during  the  respective  quarters.
Inventories  increased  $630,129,  or 21%, to  $3,401,210  at June 30, 1996,  to
support the higher  production  levels related to the continuing  year-over-year
increase in net revenues.  Both accounts  receivable days sales  outstanding and
inventory  turns improved  during the six months ended June 30, 1996 compared to
the fiscal  year  ended  December  31,  1995.  Other  current  assets  decreased
$262,706,  or 48%, to $283,030 at June 30, 1996  compared to December  31, 1995,
primarily due to a decrease in prepaid insurance,  various deposit balances, and
a $111,465 decrease in deferred income taxes.

Accounts payable and accrued expenses  increased $68,359 from December 31, 1995,
or 3%, to  $2,356,811.  At June 30, 1996,  other current  liabilities  decreased
$133,772, or 14%, to $794,856, reflecting a general reduction in Company debt.

Working capital increased $10,756,501, or 225%, to $15,527,960 from December 31,
1995 to June 30, 1996 primarily as a result of the net proceeds from the private
placement of the  Convertible  Preferred  Stock.  Similarly,  the current  ratio
increased from 2.5 to 1 at December 31, 1995 to 5.9 to 1 at June 30, 1996.

The Company  increased its investment in property,  plant,  and equipment during
the six months  ended June 30, 1996 by  $2,091,021,  or 27%, to  $9,824,438,  in
order 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 notes payable and capital leases, decreased $154,550, or 16%, to $826,656.

On January 23, 1996,  the Company signed a letter of intent to acquire the Stock
of  CompuRoute,  Inc. and its  affiliates,  a  manufacturer  of printed  circuit
boards.  This letter of intent contemplated that the Company would issue 995,000
shares of Common  Stock to effect  the  transaction,  which,  at the time of the
letter of intent,  was valued at  approximately  $13,000,000.  In May 1996,  the
President,  Founder  and  Principal  Shareholder  of  CompuRoute,  with whom the
Company had been negotiating the terms of the proposed acquisition,  passed away
unexpectedly.  Thereafter,  the Company and  representatives  of CompuRoute have
continued  to discuss  the terms of the  proposed  aquisition,  which may differ
materially from the terms  contemplated  by the original letter of intent.  This
transaction is subject to a number of conditions,  including  agreement  between
the Company and CompuRoute on the terms of a proposed  acquisition  and approval
by the  shareholders  of CompuRoute.  There can be no assurance that the Company
and CompuRoute  will be able to agree on the terms of the proposed  acquisition,
or that if an agreement is reached, that the agreement will be consummated.
 
The  Company is  involved  in  negotiations  related to a  long-term  lease of a
combined  corporate  headquarters and Arizona  manufacturing  facility which the
Company  anticipates will be constructed over an eight month period beginning in
August  or  September  1996.  The  Company  
                                       13
<PAGE>
would be the sole tenant of the approximately 83,000 square foot facility, which
would permit the Company to consolidate all of its Arizona activities.

In April 1996, the Company entered into a $3,000,000 unsecured revolving line of
credit,  which matures April 28, 1997, with its primary lender, First Interstate
Bank of Arizona (now Wells Fargo Bank). Advances under the revolving line may be
made as Prime Rate  Advances,  which accrue  interest  payable  monthly,  at the
Bank's prime lending rate, or as LIBOR Rate Advances  which bear interest at 225
basis points in excess of the LIBOR Base Rate.  At June 30, 1996,  no borrowings
were outstanding under this credit facility.

If the remaining  holders of the  Convertible  Preferred  Stock elect to convert
their  shares into shares of Common  Stock based on the current  market price of
the  Company's  Common  Stock,  the Company would be required to issue more than
800,000 shares of Common Stock. To insure compliance with Nasdaq National Market
rules requiring  shareholder  approval of issuances of Common Stock representing
greater than 20% of all shares outstanding,  the Company has the right to redeem
any shares of Convertible  Preferred  Stock that, if converted,  would result in
the issuance of more than 800,000  shares of Common  Stock.  In such event,  the
Company may redeem those shares of  Convertible  Preferred  Stock for cash in an
amount  determined  by a  formula  based  on the  current  market  price  of the
Company's Common Stock. If the holders of all outstanding  shares of Convertible
Preferred  Stock had elected to convert  their  shares on August 12,  1996,  the
Company  estimates  that  it  would  have  been  required  to pay  approximately
$3,000,000 to have redeemed all shares of Convertible  Preferred  Stock that, if
converted,  would have  resulted in the issuance of more than 800,000  shares of
Common  Stock.  Based on the  formula  referred  to  above,  the  amount of cash
required to redeem any shares of  Convertible  Preferred  Stock will increase if
the price of the Company's Common Stock decreases,  and will decrease,  possibly
to zero, if the price of the Company's Common Stock increases.

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

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

Statements in this report regarding the expansion of the Company's operations in
Southeast  Asia  and  adequacy  of  sources  of  capital  are  forward   looking
statements. Words such as "expects",  "intends",  "believes",  "anticipates" and
"will likely" also identify forward looking statements. Actual results, however,
could  differ  materially  from  those  anticipated  for a  number  of  reasons,
including increased  competition in Southeast Asia, a downturn in the market for
semiconductors,  increases in interest rates, foreign currency fluctuations, and
other unanticipated  factors.  Risk factors,  cautionary  statements,  and other
conditions  that could  cause  actual  results to differ  are  contained  in the
Company's  SEC filings,  its press release dated July 22, 1996 and the Company's
Annual Report on Form 10-KSB.
                                       14
<PAGE>
         PART II - OTHER INFORMATION


Item 5   Other Information
         a.   On  June 17, 1996, Randal L. Buness  assumed  the responsibilities
              of Chief Financial Officer.

Item 6   Exhibits and Reports on Form 8-K
         a.   Exhibit 11. Statement regarding computation of per share earnings.

         b.   Exhibit 27. Financial Data Schedule

                                       15
<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 and Chief Financial Officer

November 22, 1996

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