<PAGE>

                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
                 ----------------------------------
                             FORM 10-Q

(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 1999
                                           ------------------
                                 OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

            For the transition period from                 to
                                           ---------------    ---------------

                   Commission File Number 0-22529
                                          -------

                           inTEST Corporation
-----------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)

            Delaware                                   22-2370659
---------------------------------           ---------------------------------
(State or other jurisdiction of            (I.R.S Employer Identification No.)
 incorporation or organization)

2 Pin Oak Lane, Cherry Hill, New Jersey                            08003
----------------------------------------                          --------
(Address of principal executive offices)                         (Zip Code)

Registrant's Telephone Number, Including Area Code:     (856) 424-6886
                                                       ------------------

Indicate by check X whether the registrants: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

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

Number of shares of Common Stock, $.01 par value, outstanding as of September
30, 1999:

                                 6,536,034

<PAGE>

                         inTEST CORPORATION

                               INDEX


PART 1.  FINANCIAL INFORMATION
                                                                          Page
                                                                          ----
Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 1999 (unaudited)
         and December 31, 1998                                             1

         Consolidated Statements of Earnings (unaudited) for the
         three months and nine months ended September 30, 1999 and 1998    2

         Consolidated Statements of Comprehensive Earnings
         (unaudited) for the three months and nine months
         ended September 30, 1999 and 1998                                 3

         Consolidated Statement of Stockholders' Equity (unaudited)
         for the nine months ended September 30, 1999                      4

         Consolidated Statements of Cash Flows (unaudited) for the
         nine months ended September 30, 1999 and 1998                     5

         Notes to Consolidated Financial Statements (unaudited)          6 -11

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                     12-19

Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk                                                    20


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                21

Item 2.  Changes in Securities and Use of Proceeds                       22-23

Item 3.  Defaults Upon Senior Securities                                  23

Item 4.  Submission of Matters to a Vote of Securities Holders            24

Item 5.  Other Information                                                24

Item 6.  Exhibits and Reports on Form 8-K                                 24

<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                    (In thousands, except share data)

<TABLE>
<CAPTION>

                                                               Sept. 30,     Dec. 31,
                                                                  1999         1998
                                                               ---------     --------
                                                              (Unaudited)    (Audited)
<S>                                                            <C>           <C>
ASSETS:
Current assets:
  Cash and cash equivalents                                     $ 9,689      $ 8,468
  Trade accounts and notes receivable, net of allowance for
    doubtful accounts of $169 and $168, respectively              6,960        3,275
  Inventories                                                     3,359        2,521
  Deferred tax asset                                                245          245
  Refundable domestic and foreign income taxes                        -          658
  Other current assets                                              314          137
                                                                -------      -------
     Total current assets                                        20,567       15,304
                                                                -------      -------
Machinery and equipment:
  Machinery and equipment                                         2,265        1,690
  Leasehold improvements                                            297          223
                                                                -------      -------
                                                                  2,562        1,913
  Less: accumulated depreciation                                 (1,335)      (1,078)
                                                                -------      -------
     Net machinery and equipment                                  1,227          835
                                                                -------      -------
Other assets                                                        214          195
Goodwill                                                          6,525        6,884
                                                                -------      -------
     Total assets                                               $28,533      $23,218
                                                                =======      =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                              $ 2,882      $   969
  Accrued expenses                                                1,348        1,023
  Domestic and foreign income taxes payable                         989            -
                                                                -------      -------
     Total current liabilities                                    5,219        1,992
                                                                -------      -------

Commitments

Stockholders' equity:
  Preferred stock, $0.01 par value; 5,000,000 shares authorized;
     no shares issued or outstanding                                  -            -
  Common stock, $0.01 par value; 20,000,000 shares authorized;
     6,536,034 shares issued and outstanding                         65           65
  Additional paid-in capital                                     16,647       16,647
  Retained earnings                                               6,576        4,570
  Accumulated other comprehensive earnings (expense)                 26          (56)
                                                                -------      -------
     Total stockholders' equity                                  23,314       21,226
                                                                -------      -------
     Total liabilities and stockholders' equity                 $28,533      $23,218
                                                                =======      =======

</TABLE>

               See accompanying Notes to Consolidated Financial Statements.


                                       - 1 -

<PAGE>

                          inTEST CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF EARNINGS
                           (In thousands, except share data)
                                     (Unaudited)

<TABLE>
<CAPTION>

                                          Three Months Ended     Nine Months Ended
                                               Sept. 30,             Sept. 30,
                                          ------------------     ------------------
                                            1999       1998        1999      1998
                                          -------    -------     --------  --------
<S>                                                              <C>        <C>
Net revenues                              $10,097    $ 4,449     $21,392    $15,238
Cost of revenues                            4,554      2,118       9,811      6,453
                                          -------    -------     -------    -------
      Gross margin                          5,543      2,331      11,581      8,785
                                          -------    -------     -------    -------
Operating expenses:
   Selling expense                          1,346        862       3,167      2,281
   Research and development expense           880        483       2,245      1,338
   General and administrative expense       1,191        726       3,072      1,902
                                          -------    -------     -------    -------
      Total operating expenses              3,417      2,071       8,484      5,521
                                          -------    -------     -------    -------
Operating income                            2,126        260       3,097      3,264
                                          -------    -------     -------    -------
Other income (expense):
   Interest income                             89        111         240        377
   Interest expense                           (17)        (1)        (17)        (3)
   Other                                       44        (10)         69          2
                                          -------    -------     -------    -------
      Total other income                      116        100         292        376
                                          -------    -------     -------    -------
Earnings before income taxes                2,242        360       3,389      3,640

Income tax expense                            901        133       1,383      1,351
                                          -------    -------     -------    -------
      Net earnings                        $ 1,341    $   227     $ 2,006    $ 2,289
                                          =======    =======     =======    =======

Net earnings per common share-basic         $0.21      $0.04       $0.31      $0.38

Weighted average common shares
 outstanding-basic                      6,536,034  6,311,849   6,536,034  6,046,107

Net earnings per common share-diluted       $0.20      $0.04       $0.30      $0.38

Weighted average common and common
 share equivalents outstanding-diluted  6,626,342  6,317,578   6,606,902  6,055,217

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                   - 2 -

<PAGE>

                    inTEST CORPORATION AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
                     (In thousands, except share data)
                               (Unaudited)


<TABLE>
<CAPTION>

                                             Three Months Ended  Nine Months Ended
                                                  Sept. 30,          Sept. 30,
                                             ------------------  -----------------
                                               1999       1998     1999      1998
                                             -------    -------   ------    ------

<S>                                           <C>       <C>       <C>       <C>
Net earnings                                  $1,341    $  227    $2,006    $2,289

Foreign currency translation adjustments         168        19        82       (42)
                                              ------    ------    ------    ------

Comprehensive earnings                        $1,509    $  246    $2,088    $2,247
                                              ======    ======    ======    ======

</TABLE>


        See accompanying Notes to Consolidated Financial Statements.


                                  - 3 -


<PAGE>

                    inTEST CORPORATION AND SUBSIDIARIES

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

                      (In thousands, except share data)

                (Unaudited except Balance, December 31, 1998)


<TABLE>
<CAPTION>

                                                                     Accumulated
                               Common Stock   Additional                Other         Total
                            -----------------  Paid-In   Retained   Comprehensive  Stockholders'
                             Shares    Amount  Capital   Earnings Earnings(Expense)   Equity
                            ---------  ------ ---------- -------- ---------------- ------------

<S>                         <C>         <C>     <C>       <C>          <C>            <C>

Balance, December 31, 1998  6,536,034   $ 65    $16,647   $ 4,570      $ (56)         $21,226

Net earnings                        -      -          -     2,006          -            2,006

Other comprehensive earnings        -      -          -         -         82               82
                            ---------   ----    -------   -------      -----          -------


Balance, Sept. 30, 1999     6,536,034   $ 65    $16,647   $ 6,576      $  26          $23,314
                            =========   ====    =======   =======      =====          =======

</TABLE>


         See accompanying Notes to Consolidated Financial Statements.


                                 - 4 -

<PAGE>

                       inTEST CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (In thousands, except share data)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                               Nine Months Ended
                                                                   Sept. 30,
                                                               -----------------
                                                                 1999      1998
                                                               -------   -------
<S>                                                            <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                                                 $ 2,006   $ 2,289
  Adjustments to reconcile net earnings to net cash:
    Depreciation and amortization                                  620       303
    Foreign exchange (gain)loss                                    (15)        6
    Changes in assets and liabilities:
      Trade accounts and notes receivable, net                  (3,612)    1,507
      Inventories                                                 (836)     (134)
      Refundable domestic and foreign income taxes                 663      (352)
      Other current assets                                        (178)      (94)
      Accounts payable                                           1,917       (70)
      Domestic and foreign income taxes payable                    989    (1,482)
      Accrued expenses                                             323      (415)
                                                               -------   -------
Net cash provided by operating activities                        1,877     1,558
                                                               -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of machinery and equipment                             (651)     (165)
  Acquisition of business, net of cash acquired                      -    (4,629)
  Other long-term assets                                            (7)      (21)
                                                               -------   -------
Net cash used in investing activities                             (658)   (4,815)
                                                               -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Principal debt repayments                                          -      (215)
                                                               -------   -------
Net cash used in financing activities                                -      (215)
                                                               -------   -------
Effects of exchange rates on cash                                    2       (12)
                                                               -------   -------
Net cash provided by all activities                              1,221    (3,484)

Cash and cash equivalents at beginning of period                 8,468    12,035
                                                               -------   -------

Cash and cash equivalents at end of period                     $ 9,689   $ 8,551
                                                               =======   =======

</TABLE>

         See accompanying Notes to Consolidated Financial Statements.

                                    - 5 -


<PAGE>

                  inTEST CORPORATION AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Information as of September 30, 1999 and for the three months and
           nine months ended September 30, 1999 and 1998 is unaudited)

                 (In thousands, except for share data)



(1)  NATURE OF OPERATIONS

     inTEST Corporation (the "Company") designs, manufactures and markets
     docking hardware, test head manipulators and tester interfaces used by
     semiconductor manufacturers during the testing of wafers and packaged
     devices. The Company also designs and markets related automatic test
     equipment interface products.

     The consolidated entity is comprised of inTEST Corporation (parent) and
     seven 100% owned subsidiaries: inTEST Limited (Thame, UK), inTEST
     Kabushiki Kaisha (Kichijoji, Japan), inTEST PTE, Limited (Singapore),
     inTEST Sunnyvale Corp. (Delaware), inTEST Investments, Inc. (a Delaware
     holding company), inTEST IP Corp.(a Delaware holding company) and inTEST
     Licensing Corp. (a Delaware holding company).

     The Company manufactures its products in the U.S.,U.K. and Singapore
     (where the company commenced manufacturing during September 1999).
     Marketing and support activities are conducted worldwide from the
     Company's facilities in the U.S., U.K., Japan and Singapore.


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation
     ---------------------

     The consolidated financial statements include the accounts of the
     Company and its wholly owned subsidiaries.  All significant intercompany
     accounts and transactions have been eliminated upon consolidation.  The
     preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities
     and disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimates.


                                  - 6 -


<PAGE>

                  inTEST CORPORATION AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Interim Financial Reporting
     ---------------------------

     In the opinion of management, the accompanying unaudited consolidated
     financial statements include all adjustments (consisting only of
     normally recurring adjustments) necessary to present fairly the
     financial position, results of operations, and changes in cash flows
     for the interim periods presented.

     Certain footnote information has been condensed or omitted from these
     financial statements.  Therefore, these financial statements should be
     read in conjunction with the consolidated financial statements and
     and accompanying footnotes included in the Company's Annual Report on
     Form 10-K for the year ended December 31, 1998.

     Net Earnings Per Common Share
     -----------------------------

     Basic earnings per common share is computed by dividing net earnings by
     the weighted average common shares outstanding during each period.
     Diluted earnings per common share is computed by dividing net income by
     the weighted average common and common share equivalents outstanding
     during each period.  Common share equivalents include dilutive stock
     options using the treasury stock method.

     As discussed in Note 3, pro forma earnings per common share information
     for the three months and nine months ended September 30, 1998 includes
     certain adjustments to reflect results as if the acquisition of inTEST
     Sunnyvale Corp. (f/k/a TestDesign Corporation) had occurred on January 1,
     1998.

     New Accounting Pronouncements
     -----------------------------

     In June 1998, the Financial Accounting Standards Board issued SFAS
     No. 133, Accounting for Derivatives and Hedging Activities, which
     establishes accounting and reporting standards for derivative
     instruments, including certain derivative instruments embedded in other
     contracts (collectively referred to as derivatives) and for hedging
     activities.  SFAS 133 is effective for all fiscal quarters of fiscal
     years beginning after June 15, 2000.  The Company plans to adopt this
     Statement, as required.  The adoption of this Statement is not expected
     to have a material affect on the results of operations, financial
     condition or long-term liquidity of the Company.


                                  - 7 -

<PAGE>

                  inTEST CORPORATION AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)




(3)  PRO FORMA STATEMENT OF EARNINGS INFORMATION

     On August 3, 1998, the Company acquired all of the outstanding capital
     stock of TestDesign Corporation ("TestDesign"), a privately held
     California corporation (the "Acquisition").  Subsequent to the
     Acquisition, the Company changed the name of TestDesign to inTEST
     Sunnyvale Corp.  TestDesign is engaged in the design and manufacture of
     tester interfaces used by the semiconductor industry.  The purchase
     price was $4.4 million in cash and 625,000 shares of the Company's
     common stock (subject to certain adjustments). Although the Company's
     common stock had a market price of $4.75 per share on the closing date
     of the transaction, all of the 625,000 shares issued in connection with
     the Acquisition are subject to legal restrictions on transfer and have
     been valued at a 10% discount to the market price of the shares.  In
     addition, the Company incurred transaction costs of approximately
     $425,000 in completing the Acquisition.  The following is an allocation
     of the purchase price:


            <TABLE>

            <S>                                                 <C>
            Cash payment                                        $4,400
            Transaction costs                                      425
            625,000 common shares at $4.28                       2,672
                                                                ------
                                                                 7,497
            Estimated fair value of identifiable assets
              acquired net of liabilities assumes                1,650
                                                                ------
            Goodwill to be amortized over 15 years              $5,847
                                                                ======
            </TABLE>


     The Acquisition has been accounted for as a purchase and the results of
     operations of the acquired business have been included in the Company's
     consolidated financial statements since the date of the Acquisition.
     The following unaudited pro forma information presents a summary of
     consolidated results of operations for the Company and TestDesign for the
     three months and nine months ended September 30, 1998 as if the
     Acquisition had occurred on January 1, 1998:


                                 - 8 -

<PAGE>

                  inTEST CORPORATION AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)




(3)  PRO FORMA STATEMENT OF EARNINGS INFORMATION (Continued)



     <TABLE>
     <CAPTION>

                                        Three Months Ended   Nine Months Ended
                                           Sept 30, 1998        Sept 30, 1998
                                        ------------------    ----------------

     <S>                                      <C>                 <C>
     Pro forma net revenues                   $ 4,817             $19,498
     Pro forma net earnings                       144               2,173
     Pro forma net earnings per
       common share-diluted                    $ 0.02              $ 0.33

     </TABLE>


(4)  SEGMENT INFORMATION

     The various products the Company designs, manufactures and markets,
     which include docking hardware, test head manipulators and tester
     interfaces, are considered by management to be a single operating
     segment.  Included in this segment are products the Company designs
     and markets which are manufactured by third parties, which include
     high performance test sockets and interface boards.  The Company
     operates its business worldwide and divides the world into three
     geographic operating segments: North America, Asia-Pacific and Europe.
     The North America segment includes the Company's manufacturing, design
     and service facilities in New Jersey and California; the Asia-Pacific
     segment includes the Company's design and service facilities in
     Singapore and Japan; and the Europe segment includes the Company's
     manufacturing, design and service facility in the UK.


                                   - 9 -

<PAGE>

                  inTEST CORPORATION AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)


(4)  SEGMENT INFORMATION (Continued)


<TABLE>
<CAPTION>
                                              Three Months Ended   Nine Months Ended
                                                   Sept 30,            Sept 30,
                                              ------------------   -----------------
                                                1999      1998       1999      1998
                                              --------   -------   -------   -------
     <S>                                       <C>       <C>       <C>       <C>
     Net revenues from unaffiliated customers:
       North America                           $ 7,589    $2,748   $15,852   $ 9,918
       Asia-Pacific                              1,596     1,049     3,979     3,879
       Europe                                      912       652     1,561     1,441
                                               -------    ------   -------   -------
                                               $10,097    $4,449   $21,392   $15,238
                                               =======    ======   =======   =======
     Affiliate sales or transfers from:
       North America                           $   442    $  179   $ 1,074   $   742
       Asia-Pacific                                 -         -          -         -
       Europe                                      290        56       724       323
                                               -------    ------   -------   -------
                                               $   732    $  235   $ 1,798   $ 1,065
                                               =======    ======   =======   =======
     Operating income (loss):
       North America                           $ 1,579    $  (63)  $ 2,200   $ 2,292
       Asia-Pacific                                 26        47       230       421
       Europe                                      521       276       667       551
                                               -------    ------   -------   -------
                                               $ 2,126    $  260   $ 3,097   $ 3,264
                                               =======    ======   =======   =======
     Earnings before income taxes:
       North America                           $ 1,641    $   28   $ 2,387   $ 2,620
       Asia-Pacific                                 77        47       321       444
       Europe                                      524       285       681       576
                                               -------    ------   -------   -------
                                               $ 2,242    $  360   $ 3,389   $ 3,640
                                               =======    ======   =======   =======
     Net earnings (loss):
       North America                           $   972    $   (5)  $ 1,402   $ 1,684
       Asia-Pacific                                (21)        6        62       137
       Europe                                      390       226       542       468
                                               -------    ------   -------   -------
                                               $ 1,341    $  227   $ 2,006   $ 2,289
                                               =======    ======   =======   =======

</TABLE>


                                         -10-

<PAGE>

                  inTEST CORPORATION AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)


(5)  LEGAL PROCEEDINGS


     As reported in the Company's prior periodic reports filed with the
     Securities and Exchange Commission during 1999, on November 18, 1998
     the Company and its subsidiary inTEST IP Corp. (which holds title to
     all Company intellectual property) filed suit against Reid-Ashman
     Manufacturing, Inc. for infringement of a United States patent held by
     the Company.  The matter is presently in the discovery stage.  In
     addition, the parties are pursuing court facilitated mediation.


                                   - 11 -


<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

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

Overview
--------

The Company designs, manufactures and markets docking hardware, test
head manipulators and tester interfaces, which are used with automatic
test equipment ("ATE") by semiconductor manufacturers during the testing of
wafers and packaged devices. The Company also designs and markets related ATE
interface products including high performance test sockets and interface
boards.  The Company's products are designed to improve the utilization and
cost-effectiveness of ATE (including testers, wafer probers and device
handlers) during the testing of linear, digital and mixed signal integrated
circuits ("ICs").

     The Company's revenues are substantially dependent upon the demand for
ATE by semiconductor manufacturers and, therefore, fluctuate generally as a
result of cyclicality in the semiconductor manufacturing industry.  During the
past several years, the demand for ATE by the semiconductor industry exhibited
a high degree of cyclicality.  1996 represented a year of sequential quarterly
declines in orders for and sales of the Company's products due to a reduced
level of semiconductor manufacturing activity which caused cutbacks in
semiconductor manufacturers' capital budgets.  1997 marked a turnaround in the
semiconductor industry, which was evidenced by renewal in demand for ATE and
related equipment, which resulted in sequential quarterly increases in orders
for and sales of the Company's products.  1998, like 1996, represented a year
of sequential quarterly declines in orders for and sales of the Company's
products, however, to a more significant degree than in 1996.  During 1998,
worldwide demand for ICs fell dramatically due to excess inventory of older IC
designs, and slower transition to new IC designs resulting from softening
demand for end user products.  In addition, the economic downturns in many
world economies, especially those in Southeast Asia and Japan, exacerbated the
semiconductor industry downturn.  The combination of these conditions
contributed to a reduced demand for products manufactured by semiconductor
manufacturers, which in turn significantly reduced their need for new or
additional ATE equipment.

     1999, like 1997, marked a turnaround in the semiconductor industry.
During the first nine months of 1999, the Company has seen significant
quarterly increases in the level of orders for its products ("bookings").
Bookings were $7.2 million for the quarter ended March 31, 1999, $10.7 million
for the quarter ended June 30, 1999, and a record $13.1 million for the
quarter ended September 30, 1999.  As a result of the increased booking
activity, the Company's backlog increased from $3.4 million at December 31,
1998 to a record $11.4 million at September 30, 1999.  During the same period
the Company experienced a significant increase in its net revenues, which grew
from $3.8 million for the quarter ended December 31, 1999 to a record $10.1
million for the quarter ended September 30, 1999.  The increase in the
Company's bookings, net revenues and backlog reflects the increased demand for
ATE by semiconductor manufacturers resulting from increased worldwide demand
for ICs combined with back end ATE capacity constraints caused by the
significantly reduced capital spending during 1998.  While bookings and


                                  - 12 -

<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)

backlog are calculated on the basis of firm orders, no assurance can be given
that customers will purchase the equipment subject to such orders.  As a
result, the Company's bookings for any period and backlog at any particular
date are not necessarily indicative of actual sales for any succeeding period.


Results of Operations
---------------------

Three Months Ended September 30, 1999 Compared to Three Months Ended September
30,1998:

     Net Revenues.  Net revenues were a record $10.1 million for the quarter
ended September 30, 1999 compared to $4.4 million for the same period in 1998,
an increase of $5.6 million or 127%.  The significant increase in net revenues
over the comparable prior period is principally the result of the
aforementioned turnaround in the demand for ATE in 1999 compared to 1998.

     Gross Margin.  Gross margin increased to 55% for the quarter ended
September 30, 1999 compared to 52% for the comparable period in 1998.  The
improvement in gross margin was primarily the result of better absorption of
fixed manufacturing costs by higher net revenue levels.  The improvement in
the gross margin was offset by the increase in manufacturing costs associated
with the acquisition of inTEST Sunnyvale, which was acquired on August 3, 1998
(the "Acquisition").

     Selling Expense.  Selling expense was $1.3 million for the quarter ended
September 30, 1999 compared to $862,000 for the same period in 1998, an
increase of $484,000 or 56%.  The increase was attributable to several factors
including the salary expense of new sales and marketing staff, increased
expenditures for travel, increased commission expenses for external sales
representatives resulting from the higher sales levels, increased advertising
costs and higher levels of freight expenses.

     Research and Development Expense.  Research and development expense was
$880,000 for the quarter ended September 30, 1999 compared to $483,000 for the
same period in 1998, an increase of $397,000 or 82%.  The increase was
attributable to the additional salary expense of inTEST Sunnyvale engineering
and technical staff coupled with an increase in the Company's total number of
engineering and technical staff.  In addition, expenditures for research and
development materials and travel expenses associated with new product
development comprised a significant portion of the increase as compared to the
prior comparable period.

     General and Administrative Expense.  General and administrative expense
was $1.2 million for the quarter ended September 30, 1999 compared to $726,000
for the same period in 1998, an increase of $465,000 or 64%.  The increase was
primarily attributable to legal costs related to the Company's patent
infringement suit, costs to maintain existing patents and file for new patents
worldwide, accruals for incentive compensation for certain executive officers
and the additional salary and other administrative costs of inTEST Sunnyvale.

                                  - 13 -

<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


In addition, administrative salary expense increased due to both staffing
increases and salary increases for existing staff, as well as increases in
investor relations expenses and the amortization of goodwill resulting from
the Acquisition.

     Income Tax Expense.  Income tax expense increased to $901,000 for the
quarter ended September 30, 1999 from $133,000 for the comparable period in
1998, an increase of $768,000.  The Company's effective tax rate was 40% for
the third quarter of 1999 compared to 37% for the same period in 1998.  The
increase in the effective tax rate is primarily the result of goodwill
amortization related to the Acquisition, which is not deductible for tax
purposes, and a higher effective tax rate in Japan, caused by certain
recurring expenses which are not deductible for tax purposes, which was
compounded by the reduced profitability of the Company's Japanese operations
in 1999 compared to 1998.

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September
30, 1998

     Net Revenues.  Net revenues were $21.4 million for the nine months ended
September 30, 1999 compared to $15.2 million for the same period in 1998, an
increase of $6.2 million or 40%.  The significant increase in net revenues
over the comparable prior period is a result of the aforementioned turnaround
in demand for ATE in 1999 compared to 1998, as well as the Acquisition of
inTEST Sunnyvale.

     Gross Margin.  Gross margin declined to 54% for the nine months ended
September 30, 1999 compared to 58% for the comparable period in 1998.  The
reduction in gross margin was primarily the result of the additional fixed
costs of manufacturing and direct labor costs of inTEST Sunnyvale.

     Selling Expense.  Selling expense was $3.2 million for the nine months
ended September 30, 1999 compared to $2.3 million for the same period in 1998,
an increase of $886,000 or 39%.  The increase was attributable to several
factors including the additional salary expense of inTEST Sunnyvale sales
staff and new sales and marketing staff, increased expenditures for travel,
higher levels of warranty replacement expenses and increased advertising costs
offset by a reduction in commission expenses for external sales
representatives.

     Research and Development Expense.  Research and development expense was
$2.2 million for the nine months ended September 30, 1999 compared to $1.3
million for the same period in 1998, an increase of $907,000 or 68%.  The
increase was attributable to the additional salary expense of inTEST Sunnyvale
engineering and technical staff coupled with an increase in the number of
engineering and technical staff and higher levels of travel expenses which
were offset in part by reductions in spending on research and development
materials in 1999 as compared to 1998.


                                  - 14 -

<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


     General and Administrative Expense.  General and administrative expense
was $3.1 million for the nine months ended September 30, 1999 compared to $1.9
million for the same period in 1998, an increase of $1.2 million or 62%.  The
increase was primarily attributable to legal costs related to the Company's
patent infringement suit, costs to maintain existing patents and file for new
patents worldwide and the amortization of goodwill resulting from the
Acquisition.  In addition, there were increases in administrative salary
expense due to staffing increases and salary increases for existing staff,
accruals for incentive compensation for certain executive officers and
communications expense.

     Income Tax Expense.  Income tax expense remained constant at $1.4 million
for the nine months ended September 30, 1999 and 1998.  The Company's
effective tax rate was 41% for the first nine months of 1999 compared to 37%
for the same period in 1998.  The increase in the effective tax rate is
primarily the result of goodwill amortization related to the Acquisition,
which is not deductible for tax purposes, and a higher effective tax rate in
Japan, caused by certain recurring expenses which are not deductible for tax
purposes, which was compounded by the reduced profitability of the Company's
Japanese operations in 1999 compared to 1998.


Liquidity and Capital Resources
-------------------------------

     Net cash provided from operations for the nine months ended September 30,
1999 was $1.9 million.  Accounts receivable increased $3.6 million from
December 31, 1998 to September 30, 1999 due to the increase in sales activity
during the first nine months of 1999.  Inventories increased $836,000 as a
result of materials purchases for future product shipments. Refundable
domestic and foreign income taxes decreased $663,000 due to a refund of excess
Federal taxes paid during 1998.  Other current assets increased $178,000,
primarily as a result of increases in prepaid expenses.  Accounts payable
increased $1.9 million due to the higher production levels during the first
nine months of 1999.  Accrued expenses increased $323,000 primarily as a
result of the increased sales activity and staffing additions and their
related expense accruals.  Domestic and foreign income taxes payable increased
$989,000 as a result of the refund of excess Federal taxes received during the
first quarter and the accrual of income taxes on the earnings for the first
nine months of 1999.

     Purchases of machinery and equipment were $651,000 for the nine months
ended September 30, 1999, which consisted primarily of improvements to the
Company's facilities in the United States and, to a lesser extent, the UK.
The Company began the renovation of its UK manufacturing facility during the
second quarter and plans to spend approximately $200,000 during the fourth
quarter of 1999 to complete the renovations and to purchase a coordinate
measuring machine for this facility.  During the third quarter of 1999, the
Company increased its domestic fabrication capacity through the addition of a


                                   - 15 -

<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


machining operation in Cherry Hill.  The Company estimates the costs to
acquire equipment for this new machining operation at between $600,000 and
$800,000; approximately $200,000 of this amount was spent during the third
quarter of 1999.  The Company commenced manufacturing operations at its
Singapore facility late in the third quarter of 1999 and does not foresee
significant capital expenditures related to this operation.

     The Company believes that existing cash and cash equivalents, its $1.5
million unused line of credit and the anticipated net cash provided from
operations will be sufficient to satisfy the Company's cash requirements
including those of its new subsidiary for the foreseeable future.  However,
additional acquisitions may require additional equity or debt financing to
meet working capital requirements or capital expenditure needs.  The Company
does not anticipate that it will pay dividends in the foreseeable future.


Year 2000
---------

     The Year 2000 issue is the result of computer programs being written
using two digits rather than four digits to define the applicable year.
Computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations, a
temporary inability to process transactions, send invoices, or engage in
normal business activities.

     Currently, the Company has a program in process to analyze potentially
affected business and process systems and replace or correct all non-
compliant critical business and process systems that it will require in the
new millennium.  Prior to the acquisition of inTEST Sunnyvale, the Company
had completed its review and testing of its then existing systems and
determined that they were Year 2000 compliant.  The Company has identified
those systems of inTEST Sunnyvale which were not yet Year 2000 compliant and
has converted them to systems which are Year 2000 compliant.  The Company
completed the system modifications at inTEST Sunnyvale during the third
quarter of 1999.

     The products that the Company has sold and currently sells are not
date-sensitive, and therefore the Company believes its product related
exposures are low.

In conjunction with the Company's Year 2000 effort, all suppliers that
are critical to the function of the Company are being surveyed to ensure
readiness and non-disruption to the Company supply chain.  The Company relies
on subcontractors for fabrication and certain other processes performed on
its products and utilizes third-party network equipment and software products
which may or may not be Year 2000 compliant.  In addition, the Company relies
on utility and telecommunications suppliers to operate its businesses


                                   - 16 -
<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


worldwide.  The Company has sent questionnaires to these critical suppliers
to determine the extent to which the Company's operations are exposed to
failure of Year 2000 issues.  The Company has received responses from
virtually all of its domestic suppliers and is still awaiting responses from
many of its foreign suppliers.  The Company has identified new critical raw
materials and fabrication suppliers to replace those which cannot demonstrate
Year 2000 compliance before the end of the fourth quarter of 1999.  There can
be no assurance that the Company will be successful in its efforts to identify
and resolve any Year 2000 issues involving its suppliers or to continue
receiving products and services from these suppliers if Year 2000 problems
were to materialize.  The failure to resolve these issues could result in the
shut-down of some or all of the Company's operations, which would have a
material adverse effect on the Company.

     The total expense of the Company's Year 2000 effort is currently
estimated at less than $100,000 for the identification and remediation of
any Year 2000 problems related to the Company's internal systems.  If
required modifications to existing software and hardware are not made, or
are not completed in a timely manner, the Year 2000 issue could have a
material impact on the operations of the Company.  There can be no assurance
that the costs to remediate any Year 2000 problems which may be identified in
the future will not exceed the Company's current estimate or that the Company
will be able to resolve these issues in a timely manner.  The expenses of the
Year 2000 project are being funded through operating cash flows.

     The Company does not currently have any information concerning Year
2000 compliance status of its customers.  If any of the Company's significant
customers and suppliers do not successfully and in a timely manner achieve
Year 2000 compliance, and as a result of such non-compliance such customers
operations are disrupted, shut-down or otherwise impacted, the Company's
business or operations could be adversely affected.  There can be no
assurance that another company's failure to ensure Year 2000 capability would
not have an adverse effect on the Company.

     The Company has not yet developed a comprehensive contingency plan to
address situations which it believes to be beyond its control (i.e. such as
utilities and telecommunications).  There can be no assurance that the
Company will be able to develop a contingency plan that will adequately
address issues that may arise in the Year 2000.  The failure of the Company to
successfully resolve such issues could result in a shutdown of some or all of
the Company's operations, which would have a material adverse effect on the
Company.


International Operations
------------------------

     Revenues generated by the Company's foreign subsidiaries were 26% and
35% of consolidated revenues for the nine months ended September 30, 1999 and
1998, respectively.  The Company anticipates that revenues generated by the

                                    - 17 -

<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


Company's foreign subsidiaries will continue to account for a significant
portion of consolidated revenues in the foreseeable future.  These revenues
generated by the Company's foreign subsidiaries will continue to be subject
to certain risks, including changes in regulatory requirements, tariffs and
other barriers, political and economic instability, an outbreak of
hostilities, foreign currency exchange rate fluctuations, potentially adverse
tax consequences and the possibility of difficulty in accounts receivable
collection.  The Company cannot predict whether quotas, duties, taxes or
other charges or restrictions will be implemented by the United States or any
other country upon the importation or exportation of the Company's products
in the future.  Any of these factors or the adoption of restrictive policies
could have a material adverse effect on the Company business, financial
condition or results of operations.

     Revenues denominated in foreign currencies were 16% and 26% of
consolidated revenues for the nine months ended September 30, 1999 and 1998,
respectively.  Although the Company operates its business such that a
significant portion of its product costs are denominated in the same currency
that the associated sales are made in, there can be no assurance that the
Company will not be adversely impacted in the future due to its exposure to
foreign operations.   Revenues denominated in currencies other than U.S.
dollars expose the Company to currency fluctuations, which can adversely
affect results of operations.

     The portion of the Company's consolidated revenues that were derived
from sales to the Asia Pacific region were 19% and 26% for the nine months
ended September 30, 1999 and 1998, respectively.  Countries in the Asia
Pacific region, including Japan, have experienced economic instability
resulting in weaknesses in their currency, banking and equity markets.
Although the past economic instability in the Asia Pacific region has not
materially adversely affected the Company's order backlog, balance sheet, or
results of operations to date, there can be no assurance that continued
economic instability will not in the future have a material adverse affect on
demand for the Company's products and its consolidated results of operations.


Cautionary Statement Regarding Forward Looking Statements
---------------------------------------------------------

     This Report contains certain statements of a forward-looking nature
relating to future events, such as statements regarding the Company's plans
and strategies or future financial performance.  Such statements can be
identified by the use of forward-looking terminology such as "believes",
"expects", "may", "will", "should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties.  Investors and
prospective investors are cautioned that such statements are only projections
and that actual events or results may differ materially from those expressed
in any such forward-looking statements.  In addition to the factors described


                                   - 18 -

<PAGE>

                   inTEST CORPORATION AND SUBSIDIARIES

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)


in this Report, the Company's actual consolidated quarterly or annual
operating results have been affected in the past, or could be affected in the
future, by additional factors, including, without limitation: changes in
business conditions and the economy, generally; the ability of the Company to
obtain patent protection, and enforce its patent rights, for existing and
developing proprietary technologies; the ability of the Company to integrate
successfully businesses, technologies or products which it may acquire; the
effect of the loss of, or reduction in orders from, a major customer; and
competition from other manufacturers of docking hardware, test head
manipulators, tester interfaces and related ATE interface products.


                                 - 19 -

<PAGE>

                    inTEST CORPORATION AND SUBSIDIARIES

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


     The Company is exposed to currency exchange rate risk in the normal
course of its business.  The Company employs risk management strategies
including the use of forward exchange rate contracts to manage this exposure.
The Company's objective in managing currency exchange risk is to minimize the
impact of significant currency exchange rate fluctuations primarily in the
Japanese Yen.  The Company's Japanese operations expose its earnings to
changes in currency exchange rates because its Japanese subsidiary makes
its sales in Japanese Yen and purchases its sales inventory in U.S. dollars.
Forward exchange rate contracts are used to establish a fixed conversion rate
between the Japanese Yen and the U.S. dollar so that the level of the
Company's gross margin from sales in Japan is not negatively impacted from
significant movements in the Japanese Yen to U.S. dollar exchange rate.  The
Company purchases forward exchange rate contracts on a monthly basis in the
amounts necessary to pay the U.S. dollar denominated obligations of its
Japanese subsidiary.  As of September 30, 1999, there were no forward exchange
rate contracts outstanding.

     It is the Company's policy to enter into forward exchange rate contracts
only to the extent necessary to achieve the desired objectives of management
in limiting the Company's exposure to significant fluctuations in currency
exchange rates.  The Company does not hedge all of its currency exchange rate
risk exposures in a manner that would completely eliminate the impact of
changes in currency exchange rates on its net earnings.  The Company does not
expect that its results of operations or liquidity will be materially
affected by these risk management activities.

     The notional amounts of the Company's forward exchange rate contracts
are used only to satisfy current payments to material vendors to be exchanged
and are not a measure of the Company's credit risk or its future cash
requirements.  Exchange risk related to forward exchange rate contracts is
limited to movement in the exchange rates that would provide a more favorable
exchange rate than that locked in the forward contract and forward contract
amounts purchased in excess of the amount needed by the Company to satisfy
its obligations.  The Company manages that rate risk by limiting the size of
the forward contracts purchased to the known amount of obligations due and
not purchasing forward contracts with settlement dates beyond 30 days.  The
Company believes that the risk of loss due to exchange rate fluctuations is
remote and that any losses would not be material to its financial condition
or results of operations.


                                 - 20 -

<PAGE>


                              inTEST CORPORATION


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings


     As reported in the Company's prior periodic reports filed with the
     Securities and Exchange Commission during 1999, on November 18, 1998
     the Company and its subsidiary inTEST IP Corp. (which holds title to
     all Company intellectual property) filed suit against Reid-Ashman
     Manufacturing, Inc. for infringement of a United States patent held by
     the Company.  The matter is presently in the discovery stage.  In
     addition, the parties are pursuing court facilitated mediation.

                                    - 21 -

<PAGE>

                             inTEST CORPORATION


PART II.  OTHER INFORMATION (Continued)

Item 2.   Changes in Securities and Use of Proceeds

          On June 17, 1997, the Company's Registration Statement on
          Form S-1 covering the Offering of 2,275,000 shares of the
          Company's Common Stock, Commission file number 333-26457,
          was declared effective.  The Offering commenced on
          June 20, 1997, managed by Janney Montgomery Scott, Inc.
          and Needham & Company, Inc. as representatives of the
          several underwriters named in the Registration Statement
          (the "Underwriters").

          Of the 2,275,000 shares sold pursuant to the Offering,
          1,820,000 shares were sold by the Company and 455,000 were sold
          by certain selling stockholders (the "Selling Stockholders").
          In addition, the Underwriters exercised an over-allotment option
          to purchase an additional 341,250 shares of the Company's Common
          Stock from the Selling Stockholders.  The total price to the
          public for the shares offered and sold by the Company and the
          Selling Stockholders was $13,650,000 and $5,971,875,
          respectively.

          The amount of expenses incurred for the Company's account in
          connection with the Offering are as follows:

<TABLE>

              <S>                                               <C>
              Underwriting discounts and commissions:            $1,023,750
              Finders' fees:                                           None
              Expenses paid to or for the Underwriters:              16,650
              Other expenses:                                       954,758
                                                                 ----------
              Total expenses:                                    $1,995,158
                                                                 ==========
</TABLE>

          All of the foregoing expenses were direct or indirect payments
          to persons other than (i) directors, officers or their
          associates; (ii) persons owning ten percent (10%) or more of the
          Company's Common Stock; or (iii) affiliates of the Company.

          The net proceeds of the Offering to the Company (after deducting
          the foregoing expenses) was $11,654,842.  From the effective
          date of the Registration Statement, the net proceeds have been
          used for the following purposes:


                                    - 22 -

<PAGE>

                            inTEST CORPORATION


PART II.  OTHER INFORMATION (Continued)


Item 2.   Changes in Securities and Use of Proceeds (Continued)

<TABLE>

          <S>                                                <C>
          Construction of plant, building and facilities     $         -
          Purchase and installation of machinery
            and equipment                                        949,538
          Purchase of real estate                                      -
          Acquisition of other business (including
            transaction costs                                  4,825,000
          Repayment of indebtedness                              388,098
          Working capital                                        599,725
          Temporary investments, including cash &
            cash equivalents                                   4,291,716
          Other purposes (for which at least $100,000
            has been used), including:
               Payment of final S corporation distribution       600,765
                                                             -----------
                                                             $11,654,842
                                                             ===========

</TABLE>


          In connection with the termination of the Company's status as
          an S corporation, the Company used $601,000 of the net proceeds
          to pay a portion of the $4.3 million final distribution of
          previously taxed but undistributed earnings of the Company.

          All of the foregoing payments with the exception of the final S
          corporation distribution were direct or indirect payments to
          persons other than (i) directors, officers or their associates;
          (ii) persons owning ten percent (10%) or more of the Company's
          Common Stock; or (iii) affiliates of the Company.


Item 3.   Defaults Upon Senior Securities

          None


                                   - 23 -

<PAGE>

                            inTEST CORPORATION


PART II.  OTHER INFORMATION (Continued)

Item 4.   Submission of Matters to a Vote of Securities Holders

          None


Item 5.   Other Information

          None


Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits:

              3.1   Articles of Incorporation: Previously filed by the
                    Company as an Exhibit to the Company's Registration
                    Statement on Form S-1, File No. 333-26457, and
                    Incorporated herein by reference.

              3.2   By-Laws: Previously filed by the Company as an Exhibit
                    to the Company's Registration Statement on Form S-1,
                    File No. 333-26457, and incorporated herein by
                    reference.

              10    Lease Agreement between the Company and Hoot Owl Farms,
                    Inc. dated July 28, 1999

              27    Financial Data Schedule

          (b) Reports on Form 8-K

              None


                                    - 24-

<PAGE>

                            Signatures





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




                                       inTEST Corporation



Date:   November 15, 1999              /s/ Robert E. Matthiessen
       ------------------              ------------------------------------
                                       Robert E. Matthiessen
                                       President and Chief Executive Officer



Date:   November 15, 1999              /s/ Hugh T. Regan, Jr.
       ------------------              ------------------------------------
                                       Hugh T. Regan, Jr.
                                       Treasurer and Chief Financial Officer

<PAGE>

                         Index to Exhibits


Item 6.   Exhibits and Reports on Form 8-K

          3.1   Articles of Incorporation: Previously filed by the
                Company as an Exhibit to the Company's Registration
                Statement on Form S-1, File No. 333-26457, and
                Incorporated herein by reference.

          3.2   By-Laws: Previously filed by the Company as an Exhibit
                to the Company's Registration Statement on Form S-1,
                File No. 333-26457, and incorporated herein by
                reference.

          10    Lease Agreement between the Company and Hoot Owl Farms, Inc.
                dated July 28, 1999

          27    Financial Data Schedule