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



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FORM 10-Q



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(Mark One)

For the quarterly period ended March 31, 2012or

[   ]    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 0-22529inTEST Corporation(Exact Name of Registrant as Specified in its Charter)



|Delaware(State or other jurisdiction of incorporation or organization) | 22-2370659(I.R.S. Employer Identification Number)
|---------------------------------------------------------------------- | -------------------------------------------------

804 East Gate Drive, Suite 200Mt. Laurel, New Jersey 08054



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ____
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES X    NO ____
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ___                                                                                Accelerated filer  ___
Non-accelerated filer   ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
YES ___    NO X 
Number of shares of Common Stock, $.01 par value, outstanding as of the close of business on April 30, 2012:

10,408,054



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inTEST CORPORATION
INDEX



|PART I.           | FINANCIAL INFORMATION                                                                                              |        
|----------------- | ------------------------------------------------------------------------------------------------------------------ | -------
|                  | Page                                                                                                              
|Item 1.           | Financial Statements                                                                                               |        
|                  |                                                                                                                    |        
|                  | Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011                                 | 1      
|                  | Unaudited Consolidated Statements of Operations for the three months ended March 31,
   2012 and 2011              | 2      
|                  | Unaudited Consolidated Statements of Comprehensive Earnings for the three months 
   ended March 31, 2012 and 2011 | 3      
|                  | Unaudited Consolidated Statement of Stockholders' Equity for the three months ended
   March 31, 2012              | 4      
|                  | Unaudited Consolidated Statements of Cash Flows for the three months ended
   March 31, 2012 and 2011              | 5      
|                  | Notes to Consolidated Financial Statements                                                                         | 6 - 18 
|                  |                                                                                                                    |        
|Item 2.           | Management's Discussion and Analysis of Financial Condition and Results of Operations                              | 18 - 24
|                  |                                                                                                                    |        
|Item 3.           | Quantitative and Qualitative Disclosures About Market Risk                                                         | 24     
|                  |                                                                                                                    |        
|Item 4.           | Controls and Procedures                                                                                            | 24 - 25
|                  |                                                                                                                    |        
|PART II.          | OTHER INFORMATION                                                                                                  |        
|                  |                                                                                                                    |        
|Item 1.           | Legal Proceedings                                                                                                  | 25     
|                  |                                                                                                                    |        
|Item 1A.          | Risk Factors                                                                                                       | 25     
|                  |                                                                                                                    |        
|Item 2.           | Unregistered Sales of Equity Securities and Use of Proceeds                                                        | 25     
|                  |                                                                                                                    |        
|Item 3.           | Defaults Upon Senior Securities                                                                                    | 25     
|                  |                                                                                                                    |        
|Item 4.           | Mine Safety Disclosures                                                                                            | 25     
|                  |                                                                                                                    |        
|Item 5.           | Other Information                                                                                                  | 25     
|                  |                                                                                                                    |        
|Item 6.           | Exhibits                                                                                                           | 25     
|                  |                                                                                                                   
|Signatures        | 26                                                                                                                
|Index to Exhibits | 26                                                                                                                











PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS

inTEST CORPORATION
CONSOLIDATED BALANCE SHEETS(In thousands, except share and per share data)

`Mar. 31,   Dec. 31,
                                                                       2012       2011
                                                                     --------   --------
ASSETS:                                                            (Unaudited)
Current assets:
  Cash and cash equivalents                                          $10,101    $13,957
  Trade accounts receivable, net of allowance for doubtful
    accounts of $147 and $195, respectively                            7,942      6,189
  Inventories                                                          4,740      3,896
  Deferred tax assets                                                    473        453
  Prepaid expenses and other current assets                              302        302
     Total current assets                                             23,558     24,797
Property and equipment:
  Machinery and equipment                                              3,709      3,585
  Leasehold improvements                                                 533        514
     Gross property and equipment                                      4,242      4,099
  Less: accumulated depreciation                                      (3,006)    (2,965)
     Net property and equipment                                        1,236      1,134
Deferred tax assets                                                    2,015      2,028
Goodwill                                                               1,835      1,656
Intangible assets, net                                                 2,522        942
Restricted certificates of deposit                                       500        500
Other assets                                                             202        180
     Total assets                                                    $31,868    $31,237
                                                                     =======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                   $ 1,941    $ 1,031
  Accrued wages and benefits                                           1,225      1,795
  Accrued sales commissions                                              516        493
  Accrued rent                                                           416        407
  Accrued professional fees                                              371        451
  Accrued warranty                                                       285        214
  Customer deposits                                                      419        425
  Other current liabilities                                              465        222
     Total current liabilities                                         5,638      5,038

Commitments and contingencies (Notes 10 and 12)

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;
     10,463,255 shares issued                                            105        105
  Additional paid-in capital                                          26,062     26,035
  Accumulated deficit                                                   (729)      (686)
  Accumulated other comprehensive earnings                             1,264      1,217
  Treasury stock, at cost; 76,328 shares                                (472)      (472)
     Total stockholders' equity                                       26,230     26,199
     Total liabilities and stockholders' equity                      $31,868    $31,237
                                                                     =======    =======`

See accompanying Notes to Consolidated Financial Statements.
- 1 -



inTEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except share and per share data)
(Unaudited)

`Three Months Ended
                                                                        March 31,
                                                                   -------------------
                                                                     2012       2011
                                                                   --------   --------

Net revenues                                                        $10,731    $11,704
Cost of revenues                                                      6,135      6,611
                                                                    -------    -------
Gross margin                                                          4,596      5,093
                                                                    -------    -------

Operating expenses:
  Selling expense                                                     1,406      1,385
  Engineering and product development expense                           924        813
  General and administrative expense                                  1,991      1,634
  Restructuring and other charges                                       359          -
                                                                    -------    -------
Total operating expenses                                              4,680      3,832
                                                                    -------    -------
Operating income (loss)                                                 (84)     1,261
                                                                    -------    -------
Other income (expense):
Interest income                                                           1          3
Interest expense                                                          -         (1)
Other                                                                    12         54
                                                                    -------    -------
Total other income                                                       13         56
                                                                    -------    -------
Earnings (loss) before income tax expense (benefit)                     (71)     1,317
Income tax expense (benefit)                                            (28)        60
                                                                    -------    -------

Net earnings (loss)                                                 $   (43)   $ 1,257
                                                                    =======    =======

Net earnings (loss) per common share-basic                            $0.00      $0.13

Weighted average common shares outstanding - basic               10,205,114 10,067,748

Net earnings (loss) per common share-diluted                          $0.00      $0.12

Weighted average common shares and common share
 equivalents outstanding - diluted                               10,205,114 10,266,644`

See accompanying Notes to Consolidated Financial Statements.
- 2 -











inTEST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS(In thousands)
(Unaudited)

`Three Months Ended
                                                                     March 31,
                                                                ------------------
                                                                  2012       2011
                                                                --------   -------
Net earnings (loss)                                              $  (43)    $1,257

Foreign currency translation adjustments                             47         62
                                                                 ------     ------

Comprehensive earnings                                           $    4     $1,319
                                                                 ======     ======`

See accompanying Notes to Consolidated Financial Statements.

- 3 -







inTEST CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(In thousands, except share data)
(Unaudited)

`Accumulated           Total
                                  Common Stock   Additional                 Other               Stock-
                                ----------------   Paid-In   Accumulated Comprehensive Treasury holders'
                                 Shares   Amount   Capital     Deficit     Earnings     Stock   Equity
                               ---------- ------ ----------  ----------- ------------- -------- -------

Balance, January 1, 2012       10,463,255  $ 105   $26,035      $(686)      $1,217      $(472)  $26,199

Net loss                                -      -         -        (43)           -          -       (43)

Other comprehensive earnings            -      -         -          -           47          -        47

Amortization of deferred
compensation related
to restricted stock                     -      -        27          -            -          -        27
                               ----------  -----   -------      -----       ------      -----   -------

Balance, March 31, 2012        10,463,255  $ 105   $26,062      $(729)      $1,264      $(472)  $26,230
                               ==========  =====   =======      =====       ======      =====   =======`

See accompanying Notes to Consolidated Financial Statements.
- 4 -



inTEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

`Three Months Ended
                                                                                       March 31,
                                                                                 ------------------
                                                                                   2012       2011
                                                                                 -------    -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)                                                              $   (43)   $ 1,257
Adjustments to reconcile net earnings (loss) to net cash used in operating
 activities:
  Depreciation and amortization                                                      218        104
  Foreign exchange gain                                                               (9)        (9)
  Amortization of deferred compensation related to restricted stock                   27         48
  (Gain) loss on sale of property and equipment                                        3        (40)
  Proceeds from sale of demonstration equipment, net of gain                          52          -
  Deferred income tax expense (benefit)                                               (6)        31
  Changes in assets and liabilities:
    Trade accounts receivable                                                       (574)    (2,576)
    Inventories                                                                      (37)      (504)
    Prepaid expenses and other current assets                                          -        133
    Other assets                                                                     (17)        (5)
    Accounts payable                                                                 833        653
    Accrued wages and benefits                                                      (576)      (492)
    Accrued sales commissions                                                        (58)        56
    Accrued rent                                                                       9        110
    Accrued professional fees                                                        (81)       (16)
    Accrued warranty                                                                   3         23
    Customer deposits                                                                 (7)       233
    Other current liabilities                                                        196       (150)
    Deferred rent                                                                      -        (29)
                                                                                 -------    -------
Net cash used in operating activities                                                (67)    (1,173)
                                                                                 -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business                                                           (3,821)         -
Purchases of property and equipment                                                    -       (574)
Proceeds from sale of property and equipment                                           -         40
                                                                                 -------    -------
Net cash used in investing activities                                             (3,821)      (534)
                                                                                 -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock options exercised                                                  -         30
                                                                                 -------    -------
Net cash provided by financing activities                                              -         30
                                                                                 -------    -------
Effects of exchange rates on cash                                                     32         30
                                                                                 -------    -------
Net cash used in all activities                                                   (3,856)    (1,647)
Cash and cash equivalents at beginning of period                                  13,957      6,895
                                                                                 -------    -------
Cash and cash equivalents at end of period                                       $10,101    $ 5,248
                                                                                 =======    =======

Cash payments for:
  Domestic and foreign income taxes                                              $    27     $   26
  Interest                                                                       $     4     $    -

Details of acquisition:
  Fair value of assets acquired                                                  $ 3,916
  Liabilities assumed                                                               (274)
  Goodwill resulting from acquisition                                                179
                                                                                 -------
     Net cash paid for acquisition                                               $ 3,821
                                                                                 =======

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Forfeiture of non-vested shares of restricted stock                              $     -     $  (20)`

See accompanying Notes to Consolidated Financial Statements.
- 5 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share data)

(1)  NATURE OF OPERATIONS

We are an independent designer, manufacturer and marketer of thermal, mechanical and electrical products that are primarily used by semiconductor manufacturers in conjunction with automatic test equipment ("ATE") in the testing of integrated circuits ("ICs" or "semiconductors"). In addition, in recent years, we have begun marketing our thermal products in industries outside the ATE industry, such as the automotive, consumer electronics, defense/aerospace and telecommunications industries.
The consolidated entity is comprised of inTEST Corporation (parent) and our wholly-owned subsidiaries. We have three reportable segments which are also our reporting units: Thermal Products, Mechanical Products and Electrical Products. We manufacture our products in the U.S. Marketing and support activities are conducted worldwide from our facilities in the U.S., Germany and Singapore. On January 16, 2012, Temptronic Corporation ("Temptronic"), a wholly-owned subsidiary of inTEST Corporation, acquired substantially all of the assets and certain liabilities of Thermonics, Inc. ("Thermonics"), a division of Test Enterprises, Inc. The acquisition of the Thermonics business broadens the product line of inTEST's Thermal Products segment. This acquisition is discussed further in Note 3. 
The semiconductor industry in which we operate is characterized by rapid technological change, competitive pricing pressures and cyclical market patterns. This industry is subject to significant economic downturns at various times. Our financial results are affected by a wide variety of factors, including, but not limited to, general economic conditions worldwide and in the markets in which we operate, economic conditions specific to the semiconductor industry, our ability to safeguard patented technology and intellectual property in a rapidly evolving market, downward pricing pressures from customers, and our reliance on a relatively few number of customers for a significant portion of our sales. In addition, we are exposed to the risk of obsolescence of our inventory depending on the mix of future business and technological changes within the industry. As a result of these or other factors, we may experience significant period-to-period fluctuations in future operating results.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates
The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us 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. Certain of our accounts, including inventories, long-lived assets, goodwill, identifiable intangibles, deferred income tax valuation allowances and product warranty reserves, are particularly impacted by estimates.
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal 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 consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 30, 2012 (the "2011 Form 10-K").Reclassification 
Certain prior period amounts have been reclassified to be comparable with the current period's presentation.Inventories 
Inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of market value. Cash flows from the sale of inventory are recorded in operating cash flows. On a quarterly basis, we review our inventories and record excess and obsolete inventory charges based upon our established objective excess and obsolete inventory criteria. These criteria identify material that has not been used in a work order during the prior twelve months and the quantity of material on hand that is greater than the average annual usage of that material over the prior three years. In certain cases, additional excess and obsolete inventory charges are recorded based upon current industry conditions,

- 6 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

anticipated product life cycles, new product introductions and expected future use of the inventory. The charges for excess and obsolete inventory we record establish a new cost basis for the related inventory. We incurred excess and obsolete inventory charges of $150 and $86 for the three months ended March 31, 2012 and 2011, respectively.Goodwill, Intangible and Long-Lived Assets
We account for goodwill and intangible assets in accordance with Accounting Standards Codification ("ASC") 350 (Intangibles- Goodwill and Other). Finite-lived intangible assets are amortized over their estimated useful economic life and are carried at cost less accumulated amortization. Goodwill is assessed for impairment at least annually in the fourth quarter, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In September 2011, the Financial Accounting Standards Board ("FASB") issued new guidance which provides an entity with the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If an entity determines this is the case, it is required to perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. The two-step test is discussed below. If an entity determines that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required. This new guidance was effective for fiscal years beginning after December 15, 2011. We adopted this guidance as of January 1, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.
If we determine it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a result of our qualitative assessment, we will perform a quantitative two-step goodwill impairment test. In the Step I test, the fair value of a reporting unit is computed and compared with its book value. If the book value of a reporting unit exceeds its fair value, a Step II test is performed in which the implied fair value of goodwill is compared with the carrying amount of goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recorded in an amount equal to that excess. The two-step goodwill impairment assessment is based upon a combination of the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach, and the market approach which estimates the fair value of our reporting units based upon comparable market multiples. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of appropriate peer group companies, control premiums, discount rate, terminal growth rates, forecasts of revenue and expense growth rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results or other underlying assumptions would have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge.
Indefinite-lived intangible assets are assessed for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Long-lived assets, which consist of finite-lived intangible assets and property and equipment, are assessed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. The cash flow estimates used to determine the impairment, if any, contain management's best estimates using appropriate assumptions and projections at that time.Stock-Based CompensationWe account for stock-based compensation in accordance with ASC Topic 718 (Compensation - Stock Compensation) which requires that employee share-based equity awards be accounted for under the fair value method and requires the use of an option pricing model for estimating fair value of stock options granted, which is then amortized to expense over the service periods. See further disclosures related to our stock-based compensation plan in Note 11.

- 7 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Subsequent Events
We have made an assessment of our operations and determined that there were no material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the quarter ended March 31, 2012.Revenue Recognition 
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Sales of our products are made through our sales employees, third-party sales representatives and distributors. There are no differences in revenue recognition policies based on the sales channel. We do not provide our customers with rights of return or exchanges. Revenue is generally recognized upon product shipment. Our customers' purchase orders do not typically contain any customer-specific acceptance criteria, other than that the product performs within the agreed upon specifications. We test all products manufactured as part of our quality assurance process to determine that they comply with specifications prior to shipment to a customer. To the extent that any customer purchase order contains customer-specific acceptance criteria, revenue recognition is deferred until customer acceptance.
With respect to sales tax collected from customers and remitted to governmental authorities, we use a net presentation in our consolidated statement of operations. As a result, there are no amounts included in either our net revenues or cost of revenues related to sales tax.Product Warranties
We generally provide product warranties and record estimated warranty expense at the time of sale based upon historical claims experience. Warranty expense is included in selling expense in the consolidated financial statements.Restructuring and Other Charges
We recognize a liability for restructuring charges at fair value only when the liability is incurred. The three main components of our restructuring plans have been related to workforce reductions, the consolidation of excess facilities and asset impairments. Workforce-related charges are accrued when it is determined that a liability has been incurred, which is generally after individuals have been notified of their termination dates and expected severance benefits. Plans to consolidate excess facilities result in charges for lease termination fees and future commitments to pay lease charges, net of estimated future sub-lease income. We recognize these charges when we have vacated the premises. In addition, as a result of plans to consolidate excess facilities, we may incur other associated costs such as charges to relocate inventory, equipment or personnel. We recognize charges for other associated costs when these costs are incurred, which is generally when the goods or services have been provided to us. Assets that may be impaired consist of property, plant and equipment and intangible assets. Asset impairment charges are based on an estimate of the amounts and timing of future cash flows related to the expected future remaining use and ultimate sale or disposal of the asset.Income Taxes 
The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carryforwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.
For the quarters ended March 31, 2012 and 2011, we recorded an income tax benefit of $28 and income tax expense of $60, respectively. On a quarterly basis, we record income tax expense or benefit based on the expected annualized effective tax rate for the various taxing jurisdictions in which we operate our businesses. During the past several years, due to our history of operating losses in both our domestic and certain of our foreign operations, we had recorded a full valuation allowance against the deferred tax assets of these operations, including net operating loss carryforwards, where we believed it was more likely

- 8 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

than not that we would not have sufficient taxable income to utilize these assets before they expire. During the second half of 2011, we reversed $3,110 of the valuation allowance which had been recorded against the deferred tax assets of these operations. The reversal of this amount of the valuation allowance was based on our current assessment that it is now more likely than not that we will be able to fully utilize these assets in the near future. Some of the key factors we considered in making our assessment included our profitability in both 2011 and 2010 and our level of certainty with regard to our forecasts of near term future profitability for the operations to which these assets relate.Net Earnings (Loss) Per Common Share 
Net earnings (loss) per common share - basic is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during each period. Net earnings (loss) per common share - diluted is computed by dividing net earnings (loss) by the weighted average number of common shares and common share equivalents outstanding during each period. Common share equivalents represent stock options and unvested shares of restricted stock and are calculated using the treasury stock method. Common share equivalents are excluded from the calculation if their effect is anti-dilutive.
The table below sets forth, for the periods indicated, a reconciliation of weighted average common shares outstanding - basic to weighted average common shares and common share equivalents outstanding - diluted and the average number of potentially dilutive securities and their respective weighted average exercise prices that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive:

|                                                                                     | Three Months EndedMarch 31,
|------------------------------------------------------------------------------------ | ---------------------------
|                                                                                     | 2012                       
|Weighted average common shares outstanding -- basic                                  | 10,205,114                 
|Potentially dilutive securities:                                                     |                            
|Employee stock options and unvested shares of restricted stock                       | -                          
|Weighted average common shares and common share equivalents
  outstanding -- diluted | 10,205,114                 
|                                                                                     |                            
|Average number of potentially dilutive securities excluded from calculation          | 421,472                    
|Weighted average exercise price of excluded securities                               | $2.56                      

Effect of Recently Adopted Amendments to Authoritative Accounting Guidance

- 9 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(3)  ACQUISITION

On January 16, 2012, Temptronic acquired substantially all of the assets and certain liabilities of Thermonics pursuant to the Asset Purchase Agreement dated December 9, 2011. Thermonics is engaged in the business of designing, manufacturing, selling and distributing temperature forcing systems used in the testing of various products under temperature controlled situations. The acquisition of the Thermonics business broadens the product line of inTEST's Thermal Products segment. 
The purchase price for the assets was approximately $3,821 in cash, plus the assumption of specified liabilities, including trade payables and certain customer contract obligations.  We placed $400 of the purchase price in escrow to provide security for certain indemnification obligations set forth in the acquisition agreement. In connection with this acquisition, we also signed a separate one year lease for the facility occupied by Thermonics in Sunnyvale, California. This facility is owned by the seller. We ceased operations at this facility in February 2012 and relocated the Thermonics product line to our facility in Mansfield, Massachusetts where our Temptronic operations are located. We recorded a restructuring charge in the first quarter of 2012 of $359 related to this action. See Note 5 for further detail regarding this charge.
Total acquisition costs incurred to complete this transaction were $485. The portion of these costs that was incurred in 2011 was $148. Acquisition costs are expensed as incurred and included in general and administrative expense.
The Thermonics acquisition was accounted for as a purchase business combination and, accordingly, the results of Thermonics have been included in our consolidated results of operations from the date of acquisition. The allocation of the total purchase price of Thermonics net tangible and identifiable intangible assets was based on their estimated fair values as of the acquisition date. The tangible assets acquired include accounts receivable, inventory, and property and equipment. Liabilities assumed include trade payables, certain customer contract obligations and accrued payments under a non-compete/non-solicitation agreement with a former employee of Thermonics. Identifiable intangible assets acquired include customer relationships, customer backlog, the Thermonics trade name, patented technology, and a non-compete/non-solicitation agreement with a former employee of Thermonics. The excess of the purchase price over the identifiable intangible and net tangible assets in the amount of $179 was allocated to goodwill and is deductible for tax purposes. Goodwill is attributed to the synergies that are expected to result from the operations of the combined businesses. The determination of fair value reflects the assistance of third-party valuation specialists, as well as our own estimates and assumptions. The purchase price allocation is preliminary pending the final determination of the fair value of certain acquired assets. We expect to complete this process by June 30, 2012.
The following represents the allocation of the purchase price:

|Goodwill                                          | $   179
|------------------------------------------------- | -------
|Identifiable intangible assets                    | 1,728  
|Tangible assets acquired and liabilities assumed: |        
|Trade accounts receivable                         | 1,161  
|Inventories                                       | 804    
|Property and equipment                            | 223    
|Accounts payable                                  | (77)   
|Accrued non-compete/non-solicitation payments     | (48)   
|Accrued sales commissions                         | (82)   
|Accrued warranty                                  | (67)   
|Total purchase price                              | $3,821 

We estimated the fair value of identifiable intangible assets acquired using a combination of the income, cost and market approaches. We generally amortize our finite-lived intangible assets over their estimated useful lives on a straight-line basis, unless an alternate amortization method can be reliably determined. Any such alternate amortization method would be based on the pattern in which the economic benefits of the intangible asset are expected to be consumed. The following table provides further information about the finite-lived intangible assets acquired in connection with the acquisition of Thermonics as of the acquisition date:

- 10 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(3)  ACQUISITION (Continued)

|                                       | FairValue | Weighted Average EstimatedUseful Life
|-------------------------------------- | --------- | -------------------------------------
|                                       |           | (in months)                          
|Customer relationships                 | $1,110    | 72                                   
|Customer backlog                       | 70        | 3                                    
|Thermonics trade name                  | 140       | 48                                   
|Patented technology                    | 360       | 132                                  
|Non-compete/non-solicitation agreement | 48        | 18                                   
|Total intangible assets                | $1,728    | 78.3                                 

For the period from January 16, 2012 to March 31, 2012, Thermonics contributed $669 of net revenues. We do not track net income within our Thermal Products segment by product line. As a result, the net income for Thermonics for the period from January 16, 2012 to March 31, 2012 is not available.
The following unaudited pro forma information gives effect to the acquisition of Thermonics as if the acquisition occurred on January 1, 2011. These proforma summaries do not reflect any operating efficiencies or costs savings that may be achieved by the combined businesses. These proforma summaries are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been had the acquisition taken place as of that date, nor are they indicative of future consolidated results of operations:

|                                  | Three Months EndedMarch 31,
|--------------------------------- | ---------------------------
|                                  | 2012                       
|Net revenues                      | $10,947                    
|Net earnings (loss)               | 545                        
|Diluted earnings (loss) per share | $0.05                      

The proforma results for 2011 shown above include non-recurring charges totaling $696. Of this total, $337 represents transaction costs related to the Thermonics acquisition and $359 represents facility closure costs related to the relocation of Thermonics operations.

(4)  GOODWILL AND INTANGIBLE ASSETS

Goodwill
Goodwill on our balance sheets is a result of our acquisitions of Sigma Systems Corp. ("Sigma") in October 2008 and Thermonics in January 2012. The acquisition of Thermonics is discussed further in Note 3. All of our goodwill is allocated to our Thermal Products segment. Changes in the amount of the carrying value of goodwill for the three months ended March 31, 2012 are as follows:

|                          | Sigma  | Thermonics | Total 
|------------------------- | ------ | ---------- | ------
|Balance - January 1, 2012 | $1,656 | $     -    | $1,656
|Acquisition of Thermonics | -      | 179        | 179   
|Balance - March 31, 2012  | $1,656 | $179       | $1,835

Intangible Assets

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inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(4)  GOODWILL AND INTANGIBLE ASSETS (Continued)

The following table provides further detail about our intangible assets as of March 31, 2012 and December 31, 2011:

|                                       | March 31, 2012       
|-------------------------------------- | ---------------------
|                                       | Gross
CarryingAmount 
|Finite-lived intangible assets:        |                      
|Customer relationships                 | $1,480               
|Patented technology                    | 590                  
|Software                               | 270                  
|Trade name                             | 140                  
|Customer backlog                       | 70                   
|Non-compete/non-solicitation agreement | 48                   
|Total finite-lived intangible assets   | 2,598                
|Indefinite-lived intangible assets:    |                      
|Trademark                              | 510                  
|Total intangible assets                | $3,108               
|                                       |                      
|                                       | December 31, 2011    
|                                       | Gross Carrying Amount
|Finite-lived intangible assets:        |                      
|Customer relationships                 | $   370              
|Patented technology                    | 230                  
|Software                               | 270                  
|Total finite-lived intangible assets   | 870                  
|Indefinite-lived intangible assets:    |                      
|Trademark                              | 510                  
|Total intangible assets                | $1,380               

We generally amortize our finite-lived intangible assets over their estimated useful lives on a straightline basis, unless an alternate amortization method can be reliably determined. Any such alternate amortization method would be based on the pattern in which the economic benefits of the intangible asset are expected to be consumed. None of our intangible assets have any residual value. The following table provides further information about the estimated useful lives of our finite-lived intangible assets as of March 31, 2012:

|                                                                             | EstimatedUseful Life        | Remaining
Estimated
Useful Life atMarch 31, 2012
|---------------------------------------------------------------------------- | --------------------------- | ------------------------------------------------
|                                                                             | - - - - (in months) - - - -
|Finite-lived intangible assets resulting from the acquisition of Sigma:      |                             |                                                 
|Customer relationships                                                       | 72                          | 30                                              
|Software                                                                     | 120                         | 78                                              
|Patented technology                                                          | 60                          | 18                                              
|Finite-lived intangible assets resulting from the acquisition of Thermonics: |                             |                                                 
|Customer relationships                                                       | 72                          | 69.5                                            
|Customer backlog                                                             | 3                           | 0.5                                             
|Trade name                                                                   | 48                          | 45.5                                            
|Patented technology                                                          | 132                         | 129.5                                           
|Non-compete/non-solicitation agreement                                       | 18                          | 18                                              

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inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(4)  GOODWILL AND INTANGIBLE ASSETS (Continued)

The following table sets forth changes in the amount of the carrying value of finite-lived intangible assets for the three months ended March 31, 2012:

|Balance - January 1, 2012 | $  432
|------------------------- | ------
|Acquisition of Thermonics | 1,728 
|Amortization              | (148) 
|Balance - March 31, 2012  | $2,012

Total amortization expense for the three months ended March 31, 2012 and 2011 was $148 and $34, respectively. Total estimated amortization expense for 2012 is $476. The following table sets forth the estimated annual amortization expense for our finite-lived intangible assets for each of the next five years:

|2013 | $446
|---- | ----
|2014 | $355
|2015 | $289
|2016 | $229
|2017 | $212

(5)

In connection with the acquisition of Thermonics, as discussed further in Note 3, we signed a separate one year lease for the facility in Sunnyvale, California occupied by Thermonics at the time of the acquisition. This facility is owned by the seller. We ceased operations at this facility in February 2012 and relocated the Thermonics product line to our facility in Mansfield, Massachusetts where our Temptronic operations are located. During the first quarter of 2012, we incurred approximately $359 of facility closure costs related to this action. These costs included lease termination fees of approximately $220 and other costs associated with this consolidation of facilities, including the cost to relocate inventory and equipment, of approximately $139. Accrued restructuring and other charges are included in Other Current Liabilities on our balance sheet.
Changes in our liability for restructuring and other charges for the three months ended March 31, 2012 are summarized as follows:

|                                                    | ThermonicsRelocation
|--------------------------------------------------- | --------------------
|Balance - January 1, 2012                           | $    -              
|Accruals for facility closure costs                 | 359                 
|Cash payments related to facility
    closure costs | (159)               
|Balance - March 31, 2012                            | $ 200               

(6)  MAJOR CUSTOMERS

During the three months ended March 31, 2012, Texas Instruments Incorporated accounted for 19% of our consolidated net revenues. While all three of our operating segments sold products to this customer, these revenues were primarily generated by our Mechanical Products segment. During the three months ended March 31, 2012, Teradyne, Inc. accounted for 13% of our consolidated net revenues. While both our Mechanical Products and our Electrical Products segments sold products to this customer, these revenues were primarily generated by our Electrical Products segment. No other customer accounted for 10% or more of our consolidated net revenues during the three months ended March 31, 2012. During the three months ended March 31, 2011, no customer accounted for 10% or more of our consolidated net revenues.

(7)  INVENTORIES

Inventories held at March 31, 2012 and December 31, 2011 were comprised of the following:

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inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(7)  INVENTORIES (Continued)

|                              | Mar. 31,   2012 | Dec. 31,   2011
|----------------------------- | --------------- | ---------------
|Raw materials                 | $3,545          | $2,784         
|Work in process               | 419             | 351            
|Inventory consigned to others | 234             | 201            
|Finished goods                | 542             | 560            
|                              | $4,740          | $3,896         

(8)  DEBT

Letters of Credit

(9)  LEASEHOLD IMPROVEMENTS AND DEFERRED RENT

We record tenant improvements made to our leased facilities based on the amount of the total cost to construct the improvements regardless of whether a portion of that cost was paid through an allowance provided by the facility's landlord. The amount of the allowance, if any, is recorded as deferred rent. We amortize deferred rent on a straight-line basis over the lease term and record the amortization as a reduction of rent expense. Amortization of deferred rent for each of the three months ended March 31, 2012 and 2011 was $29.

(10)  GUARANTEES

Product Warranties
Warranty expense for the three months ended March 31, 2012 and 2011 was $45 and $73, respectively. The following table sets forth the changes in the liability for product warranties for the three months ended March 31, 2012:

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inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(10)  GUARANTEES (Continued)

|Balance - January 1, 2012            | $214
|------------------------------------ | ----
|Acquisition of Thermonics            | 67  
|Payments made under product warranty | (41)
|Accruals for product warranty        | 45  
|Balance - March 31, 2012             | $285

(11)  STOCK-BASED COMPENSATION

As of March 31, 2012, we had outstanding stock options and unvested restricted stock awards granted under stock-based employee compensation plans that are described more fully in Note 15 to the consolidated financial statements in our 2011 Form 10-K.
As of March 31, 2012, total compensation expense to be recognized in future periods was $204. The weighted average period over which this expense is expected to be recognized is 1.9 years. All of this expense is related to nonvested shares of restricted stock.Restricted Stock Awards
We record compensation expense for restricted stock awards (nonvested shares) based on the quoted market price of our stock at the grant date and amortize the expense over the vesting period. Restricted stock awards generally vest over four years. The following table shows the allocation of the compensation expense we recorded during the three months ended March 31, 2012 and 2011, respectively, related to nonvested shares:

|                                            | Three Months EndedMarch 31,
|------------------------------------------- | ---------------------------
|                                            | 2012                       
|Cost of revenues                            | $  2                       
|Selling expense                             | 2                          
|Engineering and product development expense | 6                          
|General and administrative expense          | 17                         
|                                            | $  27                      

There was no compensation expense capitalized in the three months ended March 31, 2012 or 2011.
The following table summarizes the activity related to nonvested shares for the three months ended March 31, 2012:

|                                              | Numberof Shares | Weighted
Average
Grant DateFair Value
|--------------------------------------------- | --------------- | -------------------------------------
|Nonvested shares outstanding, January 1, 2012 | 195,000         | $1.62                                
|Granted                                       | -               | -                                    
|Vested                                        | (60,000)        | 1.42                                 
|Forfeited                                     | -               | -                                    
|Nonvested shares outstanding, March 31, 2012  | 135,000         | 1.70                                 

Stock Options

- 15 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(11)  STOCK-BASED COMPENSATION (Continued)

|                                                           | Numberof Shares | Weighted
AverageExercise Price
|---------------------------------------------------------- | --------------- | ------------------------------
|Options outstanding, January 1, 2012 (249,000 exercisable) | 249,000         | $  3.28                       
|Granted                                                    | -               | -                             
|Exercised                                                  | -               | -                             
|Forfeited/Expired                                          | (19,000)        | 3.61                          
|Options outstanding, March 31, 2012 (230,000 exercisable)  | 230,000         | 3.26                          

(12)

We have a defined contribution 401(k) plan for our employees who work in the U.S. (the "inTEST 401(k) Plan"). All permanent employees of inTEST Corporation and inTEST Silicon Valley Corp who are at least 18 years of age are eligible to participate in the plan. We match employee contributions dollar for dollar up to 10% of the employee's annual compensation, with a maximum limit of $5. Employer contributions vest over four years. Matching contributions are discretionary. 
Temptronic adopted a defined contribution 401(k) plan for its domestic employees in 1988, that was merged into the inTEST 401(k) Plan effective September 1, 2002. The inTEST 401(k) Plan retains the matching provisions of the prior Temptronic plan for all Temptronic employees. Temptronic matches employee contributions $0.50 on the dollar up to 6% of the employees' annual compensation, with a maximum limit of $3. Matching contributions are discretionary. The eligibility and vesting provisions of the prior Temptronic plan have been conformed to those for inTEST Corporation and inTEST Silicon Valley Corporation employees. 
In addition to the employer matching for which Temptronic employees are eligible, upon the termination of the Temptronic Equity Participation Plan ("EPP"), we also acknowledged that it was our intention to contribute $3,000 in the aggregate to the inTEST 401(k) Plan as a form of profit sharing (not to exceed $300 per year) for the benefit of Temptronic employees. The amount of these contributions approximates the amount that we had been committed to contribute to the EPP as of its termination date. All such profit sharing contributions are at the discretion of management, and will be allocated to employees annually in the same manner in which the shares held by the EPP had been allocated. The vesting provisions for these contributions are the same as those of the inTEST 401(k) Plan. Accruals for profit sharing contributions totaling $75 and $75 were made during the three months ended March 31, 2012 and 2011, respectively. Through March 31, 2012, we had made a total of $1,928 in profit sharing contributions. We have historically funded these contributions through the use of treasury shares during the quarter subsequent to the quarter in which we record the profit sharing liability, although management has the discretion to use cash to fund these contributions. Our current intention is to use cash to fund these contributions when our stock price is below $3.00 per share.

(13)  SEGMENT INFORMATION

We have three reportable segments, which are also our reporting units: Thermal Products, Mechanical Products and Electrical Products. 
The Thermal Products segment includes the operations of Temptronic Corporation, Thermonics (which we acquired in January 2012 as discussed further in Note 3), Sigma Systems Corp., Temptronic GmbH (Germany), and inTEST Pte, Limited (Singapore). Sales of this segment consist primarily of temperature management systems which we design, manufacture and market under our Temptronic, Thermonics and Sigma Systems product lines. In addition, this segment provides post warranty service and support.
The Mechanical Products segment includes the operations of our Mt. Laurel, New Jersey manufacturing facility. Sales of our Mechanical Products segment consist primarily of manipulator and docking hardware products, which we design, manufacture and market. In addition, this segment provides post warranty service and support for various ATE equipment.
The Electrical Products segment includes the operations of inTEST Silicon Valley Corporation. Sales of this segment consist primarily of tester interface products which we design, manufacture and market.

- 16 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(13)  SEGMENT INFORMATION (Continued)

We operate our business worldwide, and all three segments sell their products both domestically and internationally. All three segments sell to semiconductor manufacturers, third-party test and assembly houses and ATE manufacturers. Our Thermal Products segment also sells into a variety of industries outside of the semiconductor industry, including the automotive, consumer electronics, defense/aerospace and telecommunications industries. Intercompany pricing between segments is either a multiple of cost for component parts or list price for finished goods.

|                                                     | Three Months EndedMarch 31,
|---------------------------------------------------- | ---------------------------
|Net revenues from unaffiliated customers:            | 2012                       
|Thermal Products                                     | $  6,111                   
|Mechanical Products                                  | 2,514                      
|Electrical Products                                  | 2,116                      
|Intersegment sales                                   | (10)                       
|                                                     | $10,731                    
|Intersegment sales:                                  |                            
|Thermal Products                                     | $   -                      
|Mechanical Products                                  | 10                         
|Electrical Products                                  | -                          
|                                                     | $10                        
|Earnings (loss) before income tax expense (benefit): |                            
|Thermal Products                                     | $  317                     
|Mechanical Products                                  | (552)                      
|Electrical Products                                  | 365                        
|Corporate                                            | (202)                      
|                                                     | $  (71)                    
|Net earnings (loss):                                 |                            
|Thermal Products                                     | $  235                     
|Mechanical Products                                  | (345)                      
|Electrical Products                                  | 233                        
|Corporate                                            | (166)                      
|                                                     | $  (43)                    
|                                                     |                            
|                                                     | Mar. 31,2012               
|Identifiable assets:                                 |                            
|Thermal Products                                     | $20,585                    
|Mechanical Products                                  | 7,459                      
|Electrical Products                                  | 3,824                      
|                                                     | $31,868                    

The following table provides information about our geographic areas of operation. Net revenues from unaffiliated customers are based on the location to which the goods are shipped.

|                                          | Three Months EndedMarch 31,
|----------------------------------------- | ---------------------------
|                                          | 2012                       
|Net revenues from unaffiliated customers: |                            
|U.S.                                      | $  4,196                   
|Foreign                                   | 6,535                      
|                                          | $10,731                    

- 17 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(13)  SEGMENT INFORMATION (Continued)

|                   | Mar. 31,2012 | Dec. 31,2011
|------------------ | ------------ | ------------
|Long-lived assets: |              |             
|U.S.               | $1,010       | $   836     
|Foreign            | 226          | 298         
|                   | $1,236       | $1,134      



---

inTEST CORPORATION

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

Risk Factors and Forward-Looking Statements

- 18 -

inTEST CORPORATION

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

be replaced periodically, are typically made from the end users' operating budgets. In addition, purchases of certain of our products, such as docking hardware, for the purpose of upgrading or improving the utilization, performance and efficiency of existing ATE, tend to be counter cyclical to sales of new ATE. Moreover, we believe a portion of our sales of thermal products results from the increasing need for temperature testing of circuit boards and specialized components that do not have the design or quantity to be tested in an electronic device handler. In addition, we market our Thermostream temperature management systems in industries outside semiconductor test, such as the automotive, consumer electronics, defense/aerospace and telecommunications industries. We believe that these industries usually are less cyclical than the ATE industry.
While the majority of our orders and net revenues are derived from the ATE market, our operating results do not always follow the overall trend in the ATE market in any given period. We believe that these anomalies may be driven by a variety of changes within the ATE market, including, for example, changing product requirements, longer time periods between new product offerings by OEMs and changes in customer buying patterns. In particular, demand for our mechanical and electrical products, which are sold exclusively within the ATE industry, and our operating margins in these product segments have been affected by shifts in the competitive landscape, including (i) customers placing heightened emphasis on shorter lead times (which places increased demands on our available engineering and production capacity increasing unit costs) and ordering in smaller quantities (which prevents us from acquiring component materials in larger volumes at lower cost and increasing unit costs), (ii) the practice of OEM manufacturers to specify other suppliers as primary vendors, with less frequent opportunities to compete for such designations, (iii) the role of third-party test and assembly houses in the ATE market and their requirement of products with a greater range of use at the lowest cost, and (iv) customer supply line management groups demanding lower prices and spreading purchases across multiple vendors. These shifts in market practices have had, and may continue to have, varying levels of impact on our operating results, which are difficult to quantify or predict from period to period. Management has taken, and will continue to take, such actions it deems appropriate to adjust our strategies, products and operations to counter such shifts in market practices as they become evident.Net Revenues and OrdersThe following table sets forth, for the periods indicated, a breakdown of the net revenues from unaffiliated customers both by product segment and geographic area (based on the location to which the goods are shipped).

|                                                                     | Three Months Ended
|-------------------------------------------------------------------- | ------------------
|                                                                     | Mar. 31,          
|                                                                     | 2012              
|Net revenues from unaffiliated customers                             | (in thousands)    
|Thermal Products                                                     | $  6,111          
|Mechanical Products                                                  | 2,514             
|Electrical Products                                                  | 2,116             
|Intersegment sales                                                   | (10)              
|                                                                     | $10,731           
|Intersegment sales                                                   |                   
|Thermal Products                                                     | $   -             
|Mecahnical Products                                                  | 10                
|Electrical Products                                                  | -                 
|                                                                     | $ 10              
|Net revenues from unaffiliated customers (net of intersegment sales) |                   
|Thermal Products                                                     | $  6,111          
|Mechanical Products                                                  | 2,504             
|Electrical Products                                                  | 2,116             
|                                                                     | $10,731           
|Net revenues from unaffiliated customers                             |                   
|U.S.                                                                 | $  4,196          
|Foreign                                                              | 6,535             
|                                                                     | $10,731           

- 19 -

inTEST CORPORATION

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

Our consolidated net revenues for the quarter ended March 31, 2012 decreased $973,000 or 8% as compared to the same period in 2011. For the quarter ended March 31, 2012, net revenues (net of intersegment sales) of our Mechanical Products segment decreased $2.5 million or 50%, while the net revenues (net of intersegment sales) of our Thermal and Electrical Products segments increased $757,000 or 14% and $796,000 or 60%, respectively, as compared to the same period in 2011. During the quarter ended March 31, 2012, the net revenues of our Thermal Products segment included $669,000 of net revenues attributable to Thermonics, Inc. ("Thermonics"), which we acquired on January 16, 2012 as discussed further under "Acquisition" below. Adjusted to eliminate the impact of the net revenues attributable to Thermonics, the net revenues (net of intersegment sales) of our Thermal Products segment for the first quarter of 2012 would have increased $88,000 or 2% as compared to the same period in 2011. Net revenues from customers in various industries outside of the ATE industry and those net revenues as a percentage of our total consolidated net revenues were $2.4 million or 22%, respectively, for the quarter ended March 31, 2012, compared to $4.0 million or 40%, respectively, for the quarter ended December 31, 2011, and $2.3 million or 20%, respectively, for the quarter ended March 31, 2011. Adjusted to eliminate the impact of the net revenues attributable to Thermonics, the net revenues from customers in various industries outside of the ATE industry and those net revenues as a percentage of our total consolidated net revenues were $2.4 million or 23%.
During the first quarter of 2012, the level of demand experienced by our Mechanical Products segment was less than that experienced during the same period in 2011. We believe the decrease in the level of net revenues in our Mechanical Products segment reflects reduced demand within the ATE industry, which we had begun to see reflected in the level of our orders for this segment during the second quarter of 2011. This decline in demand was partially offset by increased demand from one particular major customer that had recently completed an acquisition and, as a result, had higher than typical demand for certain of our equipment as a part of the process of integrating their post-acquisition operations. This same major customer also purchases products from our Electrical Products segment and we believe this also is responsible for a portion of the increase in the net revenues of our Electrical Products segment during the first quarter of 2012 as compared to the same period in 2011. We also attribute the increase in the net revenues of our Electrical Products segment to a significant increase in demand from one particular major OEM customer. 
We believe the relatively unchanged level of net revenues of our Thermal Products segment (when adjusted to eliminate the impact of the acquisition of Thermonics) primarily reflects that this segment has historically lagged our other two product segments in regard to experiencing the impact of both increases and decreases in the levels of demand within the ATE industry. In addition, approximately 40-60% of this segment's sales are to customers in various industries outside the ATE industry where we have experienced recent strength in demand.
Total orders for the quarter ended March 31, 2012 were $12.9 million compared to $8.1 million for the quarter ended December 31, 2011 and $13.1 million for the quarter ended March 31, 2011. Orders for the first quarter of 2012 include $553,000 attributable to Thermonics. For the quarter ended March 31, 2012, orders for our Thermal, Mechanical and Electrical Products segments were $5.3 million, $3.8 million and $3.8 million, respectively, compared to $6.1 million, $1.1 million and $864,000 for the quarter ended December 31, 2011, respectively, and $5.8 million, $5.6 million and $1.7 million for the quarter ended March 31, 2011, respectively. Orders from customers in various industries outside of the ATE industry and those orders as a percentage of our total consolidated orders were $1.7 million or 13%, respectively, for the quarter ended March 31, 2012, compared to $3.1 million or 38%, respectively, for the quarter ended December 31, 2011, and $2.3 million or 17%, respectively, for the quarter ended March 31, 2011.We cannot be certain what the level of our orders or net revenues will be in any future period for any of our product segments.BacklogAt March 31, 2012, our backlog of unfilled orders for all products was approximately $7.0 million, of which approximately $674,000 is attributable to Thermonics, compared with approximately $4.0 million at December 31, 2011 and $7.5 million at March 31, 2011. Our backlog includes customer orders which we have accepted, substantially all of which we expect to deliver in 2012. While backlog is calculated on the basis of firm purchase orders, a customer may cancel an order or accelerate or postpone currently scheduled delivery dates. Our backlog may be affected by the tendency of customers to rely on short lead times available from suppliers, including us, in periods of depressed demand. In periods of increased demand, there is a tendency towards longer lead times that has the effect of increasing backlog. As a result, our backlog at a particular date is not necessarily indicative of sales for any future period.

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inTEST CORPORATION

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

Restructuring and Other ChargesIn connection with the acquisition of Thermonics, as discussed further in Note 3 to our consolidated financial statements, we signed a separate one year lease for the Sunnyvale, California facility occupied by Thermonics at the time of the acquisition. This facility is owned by the seller. We ceased operations at this facility in February 2012 and relocated the Thermonics product line to our facility in Mansfield, Massachusetts where our Temptronic operations are located. During the first quarter of 2012, we incurred approximately $359,000 of facility closure costs related to this action. These costs included lease termination fees of approximately $220,000 and other costs associated with this consolidation of facilities, including the cost to relocate inventory and equipment, of approximately $139,000. Accrued restructuring and other charges are included in Other Current Liabilities on our balance sheet.Acquisition
On January 16, 2012, Temptronic Corporation acquired substantially all of the assets and certain liabilities of Thermonics, a division of Test Enterprises, Inc., pursuant to the Asset Purchase Agreement dated December 9, 2011. Thermonics is engaged in the business of designing, manufacturing, selling and distributing temperature forcing systems used in the testing of various products under temperature controlled situations. The acquisition of the Thermonics business broadens the product line of inTEST's Thermal Products segment. The purchase price for the assets was approximately $3.8 million in cash, plus the assumption of specified liabilities. For further discussion of the acquisition, see Note 3 to our consolidated financial statements.Product/Customer Mix
Our three product segments each have multiple products that we design, manufacture and sell to our customers. The gross margin on each product we offer is affected by a number of factors including the amount of intellectual property (such as patented technology) utilized in the product, the number of units ordered by the customer at one time, or the amount of inTEST designed and fabricated material included in our product compared with the amount of third-party designed and fabricated material included in our product. The weight of each of these factors, as well as the current market conditions, determines the ultimate sales price we can obtain for our products and the resulting gross margin.
The mix of products we sell in any period is ultimately determined by our customers' needs. Therefore, the mix of products sold in any given period can change significantly from the prior period. As a result, our consolidated gross margin can be significantly impacted in any given period by a change in the mix of products sold in that period.
We sell most of our products to semiconductor manufacturers and third-party test and assembly houses (end user sales) and to ATE manufacturers (OEM sales) who ultimately resell our equipment with theirs to semiconductor manufacturers. Our Thermal Products segment also sells into a variety of other industries including the automotive, consumer electronics, defense/aerospace and telecommunications industries. The mix of customers during any given period will affect our gross margin due to differing sales discounts and commissions. For the quarters ended March 31, 2012 and 2011, our OEM sales as a percentage of net revenues were 15% and 14%, respectively.
OEM sales generally have a lower gross margin than end user sales, as OEM sales historically have had a more significant discount. Our current net operating margins on most OEM sales, however, are only slightly less than margins on end user sales because of the payment of third party sales commissions on most end user sales. We have also continued to experience demands from our OEM customers' supply line managers to reduce our sales prices to them. If we cannot further reduce our manufacturing and operating costs, these pricing pressures will continue to reduce our gross and operating margins.Results of Operations 
All of our products are used by semiconductor manufacturers in conjunction with ATE in the testing of ICs. In addition, some of the products manufactured by our Thermal Products segment are used in industries outside of the semiconductor industry, including the automotive, consumer electronics, defense/aerospace and telecommunications industries. The results of operations for each product segment are generally affected by the same factors. Separate discussions and analyses for each product segment would be repetitive and obscure any unique factors that affected the results of operations of our different product segments. The discussion and analysis that follows, therefore, is presented on a consolidated basis and includes discussion of factors unique to each product segment where significant to an understanding of that segment.

- 21 -

inTEST CORPORATION

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

The following table sets forth, for the periods indicated, the principal items included in the Consolidated Statements of Operations as a percentage of total net revenues.

|                                                    | Percentage of Net Revenues
Quarters Ended March 31,
|--------------------------------------------------- | ---------------------------------------------------
|                                                    | 2012                                               
|Net revenues                                        | 100.0%                                             
|Cost of revenues                                    | 57.2                                               
|Gross margin                                        | 42.8                                               
|Selling expense                                     | 13.1                                               
|Engineering and product development expense         | 8.6                                                
|General and administrative expense                  | 18.6                                               
|Restructuring and other charges                     | 3.3                                                
|Operating income (loss)                             | (0.8)                                              
|Other income                                        | 0.1                                                
|Earnings (loss) before income tax expense (benefit) | (0.7)                                              
|Income tax expense (benefit)                        | (0.3)                                              
|Net earnings (loss)                                 | (0.4)%                                             

Quarter Ended March 31, 2012 Compared to Quarter Ended March 31, 2011

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inTEST CORPORATION

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

recorded $337,000 in costs associated with the acquisition of Thermonics. There were no similar costs recorded in the first quarter of 2011. In addition, amortization expense related to our intangible assets increased $114,000 during the first quarter of 2012 as compared to the same period in 2011. This amount represents amortization of the intangible assets acquired as a part of the Thermonics transaction completed on January 16, 2012. These increases were partially offset by a decrease in accruals for profit-related bonuses reflecting the loss recorded for the first quarter of 2012 as compared to earnings recorded for the first quarter of 2011. Restructuring and Other Charges. Restructuring and other charges were $359,000 for the first quarter of 2012. There were no similar charges for the first quarter of 2011. The restructuring and other charges recorded during the first quarter of 2012 represent facility closure costs related to the closure of the Sunnyvale, California facility occupied by Thermonics at the time of our acquisition of this operation, as discussed further in the Overview.Other Income. Other income was $13,000 for the first quarter of 2012 compared to $56,000 for the first quarter of 2011, a decrease of $43,000. During the first quarter of 2011, we recorded a gain on sale of property and equipment. There was no similar gain recorded during the first quarter of 2012.Income Tax Expense (Benefit). For the quarter ended March 31, 2012, we recorded an income tax benefit of $28,000 compared to income tax expense of $60,000 for the same period in 2011. On a quarterly basis, we record income tax expense or benefit based on the expected annualized effective tax rate for the various taxing jurisdictions in which we operate our businesses. During the past several years, due to our history of operating losses in both our domestic and certain of our foreign operations, we had recorded a full valuation allowance against the deferred tax assets of these operations, including net operating loss carryforwards, where we believed it was more likely than not that we would not have sufficient taxable income to utilize these assets before they expire. During the third and fourth quarters of 2011, we reversed $3.1 million of the valuation allowance which had been recorded against the deferred tax assets of these operations. The reversal of this amount of the valuation allowance was based on our current assessment that it is now more likely than not that we will be able to fully utilize these assets in the near future. Some of the key factors we considered in making our assessment included our profitability in both 2011 and 2010 and our level of certainty with regard to our forecasts of near term future profitability for the operations to which these assets relate.Liquidity and Capital Resources 
Net cash used in operations for the three months ended March 31, 2012 was $67,000 compared to $1.2 million for the same period in 2011. The decrease in net cash used in operations primarily reflects a lower level of increase in the amount of trade accounts receivable and inventories during the first quarter of 2012 as compared to the same period in 2011. This was partially offset by a net loss of $43,000 in the first quarter of 2012 compared to net earnings $1.3 million for the same period in 2011. During the first quarter of 2012, trade accounts receivable increased $574,000 and inventories increased $37,000 compared to increases of $2.6 million and $504,000, respectively, during the same period in 2011. The lower level of increase primarily reflects that the level of increase in business activity in the first quarter of 2011 as compared to the fourth quarter of 2010 was much more significant than the level of increase in business activity during the first quarter of 2012 as compared to the fourth quarter of 2011. During the first quarter of 2012, accounts payable increased $833,000 compared to an increase of $653,000 during the comparable period in 2011. Accrued wages and benefits decreased $576,000 during the first quarter of 2012 compared to a decrease of $492,000 during the same period in 2011. The decreases in accrued wages and benefits during the first quarter of both 2012 and 2011 primarily represent the payout of profit related bonuses accrued on the prior year's results. Other current liabilities increased $196,000 during the first quarter of 2012 compared to a decrease of $150,000 during the same period in 2011. The increase in 2012 primarily reflects the accrual of restructuring charges related to the closure of the former Thermonics facility. 
During the first quarter of 2012, we paid $3.8 million to acquire Thermonics, as discussed further in the Overview and in Note 3 to our consolidated financial statements. We have no significant commitments for capital expenditures for the balance of 2012, however, depending upon changes in market demand, we may make such purchases as we deem necessary and appropriate. 
As of March 31, 2012, we had cash and cash equivalents of $10.1 million. We currently expect our cash and cash equivalents and projected future cash flow to be sufficient to support our short term working capital requirements. We do not currently have any available credit facilities under which we can borrow to help fund our working capital requirements. We cannot be certain that, if needed, we would be able to obtain any credit facilities or under what terms such credit facilities would be available.

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inTEST CORPORATION

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

New or Recently Adopted Accounting Standards
See the Notes to the consolidated financial statements for information concerning the implementation and impact of new or recently adopted accounting standards.Critical Accounting PoliciesThe preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, goodwill, identifiable intangibles, deferred income tax valuation allowances and product warranty reserves. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared. As of March 31, 2012, there have been no significant changes to the accounting policies that we have deemed critical. These policies are more fully described in our 2011 Form 10-K.Off -Balance Sheet Arrangements

There were no off-balance sheet arrangements during the three months ended March 31, 2012 that have or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This disclosure is not required for a smaller reporting company.

Item 4.  CONTROLS AND PROCEDURES

CEO and CFO Certifications. Included with this Quarterly Report as Exhibits 31.1 and 31.2 are two certifications, one by each of our Chief Executive Officer and our Chief Financial Officer (the "Section 302 Certifications"). This Item 4 contains information concerning the evaluations of our disclosure controls and procedures that are referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics addressed therein.Evaluation of Our Disclosure Controls and Procedures. The SEC requires that as of the end of the quarter covered by this Report, our CEO and CFO must evaluate the effectiveness of the design and operation of our disclosure controls and procedures and report on the effectiveness of the design and operation of our disclosure controls and procedures.
"Disclosure controls and procedures" mean the controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (the "Exchange Act"), such as this Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the SEC. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.Limitations on the Effectiveness of Controls. Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all

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inTEST CORPORATION

Item 4.  CONTROLS AND PROCEDURES (Continued)

control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within an entity have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a system of controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, our management has designed the disclosure controls and procedures to provide reasonable assurance that the objectives of the control system were met.CEO/CFO Conclusions about the Effectiveness of the Disclosure Controls and Procedures. As required by Rule 13a-15(b), inTEST management, including our CEO and CFO, conducted an evaluation as of the end of the period covered by this Report, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective at the reasonable assurance level.



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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time we may be a party to legal proceedings occurring in the ordinary course of business. We are not currently involved in any material legal proceedings.

Item 1A.  Risk Factors

Information regarding the primary risks and uncertainties that could materially and adversely affect our future performance or could cause actual results to differ materially from those expressed or implied in our forward-looking statements, appears in Part I, Item 1A -- "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

None

Item 5.  Other Information

None

Item 6.  Exhibits

A list of the Exhibits which are required by Item 601 of Regulation S-K and filed with this Report is set forth in the Index to Exhibits immediately following the signature page, which Index to Exhibits is incorporated herein by reference.

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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: | May 15, 2012 |  | /s/ Robert E. Matthiessen
Robert E. MatthiessenPresident and Chief Executive Officer     
|Date: | May 15, 2012 |  | /s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.Secretary, Treasurer and Chief Financial Officer





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Index to 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*  ByLaws of inTEST Corporation, as amended on October 30, 2007: Previously filed
         as Exhibit 3.2 of the Company's Form 8-K on November 5, 2007 and incorporated
         herein by reference.
10.1   Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation 
         dated January 9, 2012.
10.2   Guaranty Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Corporation dated 
         January 9, 2012.
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Indicates document previously filed.

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