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

(Mark One)

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

            For the quarterly period ended September 30, 1997
                                           ------------------
                                 OR

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

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

                   Commission File Number 0-22529
                                          -------
                                
                           inTEST Corporation
------------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in its Charter)
                                
            Delaware                                   22-2370659
---------------------------------          -----------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

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

Registrant's Telephone Number, Including Area Code:     (609) 424-6886         
                                                       ---------------

Indicate by check X 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   
                              -----      -----

Number of shares of Common Stock, $.01 par value, outstanding as of September
30, 1997:
                           5,911,034

<PAGE>
                         INTEST CORPORATION
                                
                               INDEX
                                
                                
Part I.  Financial Information
                                                                          Page
                                                                          ----
         Item 1.  Financial Statements                          

            Consolidated Balance Sheets as of September 30, 1997
            (unaudited) and December 31, 1996                              1

            Consolidated Statements of Earnings (unaudited) for the
            three months and nine months ended September 30, 1997
            and 1996                                                       2

            Consolidated Statement of Stockholders' Equity (unaudited)
            for the nine months ended September 30, 1997                   3

            Consolidated Statements of Cash Flows (unaudited) for the
            nine months ended September 30, 1997 and 1996                  4

            Notes to consolidated financial statements (unaudited)       5 - 8

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    9 -13


Part II. Other Information


         Item 1.  Legal Proceedings                                       14

         Item 2.  Changes in Securities and Use of Proceeds             14 -15

         Item 3.  Defaults Upon Senior Securities                         15

         Item 4.  Submission of Matters to a Vote of Securities
                     Holders                                              15

         Item 5.  Other information                                       15

         Item 6.  Exhibits and Reports on Form 8-K                        16

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

<TABLE>
<CAPTION>
                                                                        Sept. 30,       Dec. 31,
                                                                          1997            1996
                                                                        ---------      ---------
                                                                       (Unaudited)     (Audited)
<S>                                                                    <C>             <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                              $10,247        $ 3,692
  Trade accounts and notes receivable, net of allowance for doubtful 
     accounts of $96 at December 31, 1996 and $146 at September 30,
     1997                                                                  4,521          1,953
  Inventories                                                              1,308          1,313
  Other current assets                                                       318             70
                                                                         -------        -------
     Total current assets                                                 16,394          7,028
                                                                         -------        ------- 
Property and equipment:
  Machinery and equipment                                                  1,103          1,096
  Leasehold improvements                                                     170            173
                                                                         -------        -------
                                                                           1,273          1,269
  Less: accumulated depreciation                                            (773)          (676)
                                                                         -------        -------
     Net property and equipment                                              500            593
                                                                         -------        -------
Other assets                                                                 139             95
Goodwill                                                                   1,312              -
                                                                         -------        -------
     Total assets                                                        $18,345        $ 7,716
                                                                         =======        =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current installments of long-term debt                                 $     -        $    34
  Accounts payable                                                         1,126            574
  Dividends payable                                                            -            973
  Accrued wages and expenses                                                 770            595
  Domestic and foreign income taxes payable                                1,013            475
                                                                         -------        -------
     Total current liabilities                                             2,909          2,651  
Long-term debt                                                                 -            155
Minority interest                                                              -            323
                                                                         -------        -------
     Total liabilities                                                     2,909          3,129
                                                                         -------        -------
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;
     5,911,034 shares issued and outstanding at September 30, 1997;
     3,790,591 shares issued and outstanding at December 31, 1996             59             38
  Additional paid-in capital                                              13,961            689
  Retained earnings                                                        1,464          3,833
  Foreign currency translation adjustment                                    (48)            27
                                                                         -------        -------
     Total stockholders' equity                                           15,436          4,587
                                                                         -------        -------
     Total liabilities and stockholders' equity                          $18,345        $ 7,716
                                                                         =======        =======
</TABLE>
               See accompanying Notes to Consolidated Financial Statements.
                                
                                       - 1 -
                                
<PAGE>
                          inTEST CORPORATION AND SUBSIDIARIES
                                  
                          CONSOLIDATED STATEMENTS OF EARNINGS
                           (In thousands, except share data)
<TABLE>
<CAPTION>

                                               Three Months Ended      Nine Months Ended
                                                   Sept. 30,               Sept. 30,
                                              --------------------    --------------------
                                                1997        1996        1997        1996
                                              --------    --------    --------    --------
<S>                                          <C>         <C>         <C>         <C>
Revenues                                      $ 6,212     $ 4,780     $14,719     $15,912
Cost of revenues                                2,319       1,850       5,756       5,438
                                              -------     -------     -------     -------
      Gross profit                              3,893       2,930       8,963      10,474
                                              -------     -------     -------     -------
Operating expenses:
   Selling expense                                706         586       1,799       1,922
   Research and development expense               455         425       1,230       1,275
   General and administrative expense             666         453       1,567       1,326
                                              -------     -------     -------     -------
      Total operating expenses                  1,827       1,464       4,596       4,253
                                              -------     -------     -------     -------
Operating income                                2,066       1,466       4,367       5,951
                                              -------     -------     -------     -------
Other income (expense):
   Interest income                                138          41         204          98
   Interest expense                                (6)         (1)        (14)         (7)
   Other                                           (8)         (1)         (6)        (20)
                                              -------     -------     -------     -------
      Total other income (expense)                124          39         184          71
                                              -------     -------     -------     -------
Earnings before income taxes and
 minority interest                              2,190       1,505       4,551       6,022
                                              -------     -------     -------     -------
Provision for income taxes:
   Domestic                                       673          26         827         137
   Foreign                                        251         154         546         688
                                              -------     -------     -------     -------
      Income tax expense                          924         180       1,373         825
                                              -------     -------     -------     -------
Earnings before minority interest               1,266       1,325       3,178       5,197
Minority interest                                   -         (67)        (25)       (247)
                                              -------     -------     -------     -------
      Net earnings                            $ 1,266     $ 1,258     $ 3,153     $ 4,950
                                              =======     =======     =======     =======
Net earnings per share (actual for three
  months ended 9/30/97 and pro forma for
  nine months ended 9/30/97)(Note 3)          $  0.21                 $  0.53

Weighted average shares outstanding (actual
  for three months ended 9/30/97 and pro
  forma for nine months ended 9/30/97)
  (Note 3)                                  5,969,334               4,804,417

</TABLE>

             See accompanying Notes to Consolidated Financial Statements.

                                          - 2 -

<PAGE>
                             inTEST CORPORATION AND SUBSIDIARIES
                                  
                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                                  
                               (In thousands, except share data)
                                  
                         (Unaudited except Balance, December 31, 1996)

<TABLE>
<CAPTION>
                                                                        Foreign
                                 Common Stock   Additional              Currency      Total
                              -----------------   Paid-In   Retained  Translation  Stockholders'
                               Shares    Amount   Capital   Earnings   Adjustment     Equity
                              ---------  ------ ----------  --------  -----------  -------------
<S>                          <C>         <C>     <C>        <C>          <C>         <C>

Balance, December 31, 1996    3,790,591   $ 38    $   689    $ 3,833      $ 27        $ 4,587

Dividends                             -      -          -     (5,522)        -         (5,522)

Net earnings                          -      -          -      3,153         -          3,153

Acquisition of minority
  interest                      300,443      3      1,655          -         -          1,658

Issuance of common stock,
  net                         1,820,000     18     11,617          -         -         11,635

Foreign currency translation
  adjustment                          -      -          -          -       (75)           (75)
                              ---------   ----    -------    -------      ----        -------


Balance, September 30, 1997   5,911,034   $ 59    $13,961    $ 1,464      $(48)       $15,436
                              =========   ====    =======    =======      ====        =======



</TABLE>

                 See accompanying Notes to Consolidated Financial Statements.
                                  
                                             - 3 -

<PAGE>  
                       inTEST CORPORATION AND SUBSIDIARIES
                                
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                               Sept. 30,
                                                          --------------------
                                                            1997         1996
                                                          -------      -------
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                                            $ 3,153      $ 4,950
  Adjustments to reconcile net earnings to net cash:
    Depreciation and amortization                             157           24
    Minority interest                                          26          244
    Allowance for bad debts                                    50           50
    Changes in assets and liabilities:
      Inventories                                             (10)         (58)
      Accounts and notes receivable                        (2,640)        (286)
      Other current assets                                   (250)        (150)
      Accounts payable                                        567         (449)
      Dividends payable                                      (973)           -
      Accrued wages and expenses                              166          292
      Domestic and foreign income taxes payable               553           70
                                                          -------      -------
  Total adjustments                                        (2,354)        (263)
                                                          -------      -------
Net cash provided by operating activities                     799        4,687
                                                          -------      -------
CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES:
  Purchase of property and equipment                          (50)        (391)
  Other long-term asset                                       (49)         (24)
                                                          -------      -------
Net cash provided by (used in) investing activities           (99)        (415)
                                                          -------      -------
CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES:
  Dividends paid                                           (5,551)      (2,156)
  Principal debt borrowing (repayment)                       (189)         197
  Net proceeds from public offering                        11,635            -
                                                          -------      -------
Net cash provided by (used in) financing activities         5,895       (1,959)
                                                          -------      -------
Effects of exchange rates on cash                             (40)         (11)
                                                          -------      -------
Net cash provided by (used in) all activities             $ 6,555      $ 2,302
                                                          =======      =======
Cash at beginning of period                               $ 3,692      $ 1,919

Cash at end of period                                     $10,247      $ 4,221

</TABLE>

              See accompanying Notes to Consolidated Financial Statements.
                                
                                       - 4 -

<PAGE>
                  inTEST CORPORATION AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Information as of September 30, 1997 and for the three months
      and nine months ended September 30, 1997 and 1996 is unaudited)
                                
                 (In thousands, except for share data)
                                
                                
(1)  NATURE OF OPERATIONS

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

     The consolidated entity is comprised of inTEST Corporation (parent) and
     three 100% owned foreign subsidiaries: inTEST Limited (Thame, UK), inTEST
     Kabushiki Kaisha (Kichijoji, Japan) and inTEST PTE, Limited (Singapore).
     All significant intercompany accounts and transactions have been
     eliminated upon consolidation.

     The Company manufactures its products in the U.S. and the U.K.  Marketing
     and support activities are conducted worldwide from the Company's
     facilities in the U.S., U.K., Japan and Singapore.

     On June 20, 1997, the Company completed an initial public offering of
     2.275 million common shares through which the Company issued 1.82 million
     new shares of common stock (the "Offering").   Simultaneous with the
     closing of the Offering, the Company acquired the 21% minority interests
     in each of its three foreign subsidiaries in exchange for an aggregate of
     300,443 shares of the Company's common stock (the "Exchange").  Prior to
     the Offering the Company owned 79% of each of the three foreign
     subsidiaries.  In addition, upon the effective date of the Company's
     registration statement, the grant of options to purchase a total of
     150,000 shares of the Company's common stock became effective.  Such
     options are exercisable at a price of $7.50 per share.


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     Certain footnote information has been condensed or omitted from these
     financial statements.  Therefore, these financial statements should be
     read in conjunction with the consolidated financial statements and


                                  - 5 -

<PAGE>
                  inTEST CORPORATION AND SUBSIDIARIES
                                
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 

     Interim Financial Reporting (Continued)
     ---------------------------

     accompanying footnotes included in the Company's Prospectus dated
     June 17, 1997.

     Use of Estimates
     ----------------

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates
     and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the
     date of the financial statements and the reported amounts of revenues and
     expenses during the reporting period.  Actual results could differ from
     those estimates. 

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

     Net earnings per common share is computed by dividing net earnings by the
     weighted average number of shares of common stock and common stock
     equivalent shares outstanding during the period.  Common stock
     equivalents include stock options using the treasury stock method.

     Income Taxes
     ------------

     Just prior to the closing of the Offering, the Company terminated its
     status as an S corporation for Federal tax purposes and in the State of
     New Jersey.  As an S corporation, any Federal and certain New Jersey
     state income tax liabilities were those of the former S corporation
     stockholders, not of the Company.  All tax liabilities on income earned
     subsequent to the revocation of the S corporation election are
     liabilities of the Company.  The Company accounts for income taxes in
     accordance with the Statement of Financial Accounting Standard No. 109, 
     Accounting for Income Taxes.

     Foreign Currency
     ----------------

     The accounts of the foreign subsidiaries are translated in accordance
     with the Statement of Financial Accounting Standard No. 52, Foreign
     Currency Translation, which requires that assets and liabilities of
     international operations be translated using the exchange rate in effect
     at the balance sheet date.  The results of operations are translated
     using an average exchange rate for the period.  The effects of rate
     fluctuations in translating assets and liabilities of international

                              - 6 -

<PAGE>
                  inTEST CORPORATION AND SUBSIDIARIES
                                
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 

     Foreign Currency (Continued)
     ----------------

     operations into U.S. dollars are accumulated and reflected as a foreign
     currency translation adjustment in the consolidated statements of
     stockholders' equity.  Transaction gains or losses are included in net
     earnings.

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

     In February 1997, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standard No. 128, Earnings per Share
     (SFAS 128).  This Statement introduces new methods for calculating
     earnings per share.  The adoption of this Statement will not affect
     results of operations, financial condition, or long-term liquidity, but
     will require the Company to restate earnings per share reported in prior
     periods.  Compliance with this Statement, which will be effective for
     periods ending after December 31, 1997, is not expected to have a
     material effect on the Company's earnings per share amounts.  

     In June 1997, the FASB issued SFAS 130, Reporting Comprehensive Income. 
     This Statement requires that all items that are required to be recognized
     under accounting standards as components of comprehensive income be
     reported in a financial statement that is displayed with the same
     prominence as other financial statements.  The Company plans to
     adopt this Statement on January 1, 1998, as required.  The adoption of
     this Statement will not affect results of operations, financial
     condition, or long-term liquidity, but will require the Company to
     classify items of other comprehensive income in a financial statement and
     display the accumulated balance of other comprehensive income separately
     in the equity section of the balance sheet.

     In June 1997, the FASB issued SFAS 131, Disclosures About Segments of an
     Enterprise and Related Information.  This Statement established standards
     for reporting information about operating segments in annual financial
     statements and requires selected information about operating segments in
     interim financial reports issued to shareholders.  It also establishes
     standards for related disclosure about products and services, geographic
     areas and major customers.  The Company plans to adopt this Statement on
     January 1, 1998, as required.  The adoption of this Statement will not
     affect results of operations, financial condition or long-term
     liquidity.

                              - 7 -

<PAGE>
                  inTEST CORPORATION AND SUBSIDIARIES
                                
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)

(3)  PRO FORMA STATEMENT OF EARNINGS INFORMATION

     The Company terminated its status as an S corporation just prior to the
     closing of the Offering, and is subject to Federal and additional state
     income taxes for periods after such termination.

     Accordingly, for informational purposes, the following pro forma
     information for the nine months ended September 30, 1997 is presented
     to show pro forma earnings on an after-tax basis, assuming the Company
     had been taxed as a C corporation since January 1, 1997.  The results
     of operations for the three months ended September 30, 1997 do not
     require pro forma adjustment because the Company was a C corporation
     throughout such period.  The difference between the Federal statutory
     income tax rate and the pro forma income tax rate are as follows:
<TABLE>
<CAPTION>
                                                                9 Months
                                                                  Ended
                                                                Sept. 30,
                                                                  1997
                                                                --------
       <S>                                                        <C>
       Federal statutory tax rate                                  34%
       State income taxes, net of Federal benefit                   3
       Foreign income taxes                                         7
       Non-deductible goodwill amortization                         1
       Research credits                                            (1)
                                                                   --
       Pro forma income tax rate                                   44%

                                                                9 Months
                                                                  Ended
                                                                Sept. 30,
                                                                  1997
                                                                --------
       Pro forma earnings before income taxes                    $4,511  
       Pro forma income taxes                                     1,964  
       Pro forma net earnings                                     2,547  
       Pro forma net earnings per common share                   $ 0.53  
       Pro forma weighted average common and common
         stock equivalent shares outstanding                  4,804,417
</TABLE>

     In addition, the pro forma results for the nine months ended September
     30, 1997 also reflect goodwill amortization resulting from the acquisition
     of minority interests in foreign subsidiaries, net of the elimination of
     the minority interest charge reflected in the historical financial
     statements, as if the Exchange had occurred on January 1, 1997.  The
     goodwill resulting from the Exchange, which totaled $1.3 million, is being
     amortized over 15 years.

     Pro forma net earnings per common share was calculated by dividing pro
     forma net earnings by the pro forma weighted average number of shares of
     common stock and common stock equivalent shares outstanding during the
     period calculated as if the Exchange had occurred on January 1, 1997.

                                   - 8 -

<PAGE>
                   inTEST CORPORATION AND SUBSIDIARIES

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

Overview

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

     The Company's revenues have fluctuated generally as a result of
cyclicality in the semiconductor manufacturing industry.  The Company believes
that purchases of the Company's docking hardware and manipulators are
typically made from its customers' capital expenditure budgets, while related
ATE interface products, which must be replaced periodically, are typically
made from its customers' operating budgets.  When semiconductor manufacturing
activity generally slowed during much of 1996, many semiconductor
manufacturers reduced their capital expenditure budgets and, correspondingly,
postponed or canceled orders for ATE and related equipment.  As a result,
starting in the second quarter of 1996 through the fourth quarter of 1996,
orders for and sales of docking hardware and manipulators declined
substantially.  During this same period, orders for and sales of related ATE
interface products also declined, but to a lesser extent.  Starting in the
first quarter of 1997, orders for and sales of docking hardware and
manipulators began increasing from the sequential quarterly declines
experienced during 1996.  The increase in order activity during 1997 is
reflected in the growth in the Company's backlog, which increased from $1.8
million at December 31, 1996 to $5.0 million at September 30, 1997.  
Backlog represents orders for the Company's products, but because there can
be no assurance that the Company's customers will purchase the products
subject to such orders, backlog is not necessarily indicative of sales for
any future period.  The increase in order activity is due to renewed demand
for ATE by semiconductor manufacturers.  During 1997, the Company's quarterly
revenues grew from $3.9 million in the first quarter to $6.2 million in the
third quarter, an increase of approximately 60%.  Although the Company
experienced a record level of sales during the third quarter of 1997, its
revenues for the nine months ended September 30, 1997 are still less than
those of the comparable period in 1996.

     On June 20, 1997 the Company completed an initial public offering of
2.275 million common shares through which the Company issued 1.82 million new
shares of common stock (the "Offering").  Prior to the Offering the Company
was an S corporation, and the net earnings of the Company were taxed as income
to the Company's stockholders for Federal and certain New Jersey state income
tax purposes.  The Company terminated its status as an S corporation prior to
the closing of the Offering and is subject to Federal and additional state
income taxes for periods after such termination.

Results of Operations
---------------------
Three Months Ended September 30, 1997 Compared to Three Months Ended
September 30, 1996:



                                  - 9 -

<PAGE>
                   inTEST CORPORATION AND SUBSIDIARIES

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


     Revenues.  Revenues were a record $6.2 million for the quarter ended
September 30, 1997 compared to $4.8 million for the same period in 1996,
an increase of $1.4 million or 30%.  The significant increase in revenue
over the comparable prior period reflects the aforementioned increased
demand for ATE experienced during 1997.

     Gross Margin.  Gross margin increased to 63% for the quarter ended
September 30, 1997 compared to 61% for the comparable period in 1996.  The
improvement in gross margin was the result of lower incremental material
costs due to increased purchasing volume, which was partially offset by a
significant increase in the level of sales to ATE manufacturers, which
increased from approximately one fifth of total sales in the comparable
period in 1996 to approximately one third of total sales during 1997.  Sales
to ATE manufacturers generally result in lower gross margin than direct
sales to semiconductor manufacturers because the Company offers larger sales
discounts to ATE manufacturers than on sales to semiconductor manufacturers
for which the Company may also pay sales commissions.  While the Company
believes this shift in customer mix is not indicative of a trend, it cannot
reasonably predict future shifts in the mix of sales.

     Selling Expense.  Selling expense was $706,000 for the quarter ended
September 30, 1997 compared to $586,000 for the same period in 1996, an
increase of $120,000 or 21%.  The increase was primarily attributable to
higher salary expense resulting from the allocation of additional personnel
costs to selling expense and, to a lesser extent, salary increases for
existing personnel.  In addition, commission expense increased over the
comparable period in 1996 due to an increase in the level of commissioned
sales to semiconductor manufacturers in the third quarter of 1997 compared
to the same period in 1996.  The increase in selling expense also reflects
an increase in advertising expense over the comparable prior period.  These
increases were offset by reductions in travel expense, warranty costs and
freight expense.

     Research and Development Expense.  Research and development expense
was $455,000 for the quarter ended September 30, 1997 compared to $425,000
for the same period in 1996, an increase of $30,000 or 7%.  The increase
was due to increased levels of spending on research and development
materials in 1997 as compared to 1996.

     General and Administrative Expense.  General and administrative 
expense was $666,000 for the quarter ended September 30, 1997 compared to
$453,000 for the same period in 1996, an increase of $213,000 or 47%.  The
increase was attributable to accruals for investor relations costs,
additions to the provision for bad debts, amortization of goodwill
resulting from the acquisition of the minority interests in the Company's
three foreign subsidiaries in connection with the offering and salary
increases of administrative staff.

     Income Tax Expense.  Income tax expense increased to $924,000 for
the quarter ended September 30, 1997 from $180,000 for the comparable


                             - 10 -

<PAGE>
                  inTEST CORPORATION AND SUBSIDIARIES

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


period in 1996, an increase of $744,000.  The Company's effective tax rate
was 42% for the third quarter of 1997 compared to 12% for the same period in
1996.  The significant increase in the effective tax rate was caused by the
accrual of Federal income tax on the Company's earnings due to the change of
tax status from S corporation to C corporation prior to the Offering and, to
a lesser extent, to a greater percentage of earnings before income taxes and
minority interest being attributable to the Company's Japanese subsidiary.

Nine Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996:

     Revenues.  Revenues were $14.7 million for the nine months ended
September 30, 1997 compared to $15.9 million for the comparable period in
1996, a decrease of $1.2 million or 8%.  While revenues have declined on a
year-to-year basis, the quarterly trends in 1997 have shown sequential
revenue growth which reflect the increased demand for ATE experienced
in 1997.

     Gross Margin.  Gross margin declined to 61% for the nine months ended
September 30, 1997 from 66% for the same period in 1996.  The decline was
primarily attributable to a higher percentage of sales to ATE manufacturers,
which increased from approximately one fifth of total sales in the 
comparable period in 1996 to approximately one third of total sales during
1997.  The reduced gross margin also reflects higher incremental costs, due
to lower manufacturing levels in the first two quarters of 1997 than during
the same periods in 1996, and higher fixed costs (principally rent,
depreciation and salaries) during 1997 compared to the same period in 1996.

     Selling Expense.  Selling expense was $1.8 million for the nine months
ended September 30, 1997 compared to $1.9 million for the same period in 
1996, a decrease of $0.1 million or 6%.  The decline was due principally to
a decrease in commissions attributable to the lower percentage of sales to
semiconductor manufacturers on which the Company pays sales commissions.
The decline in selling expense also reflects reductions in travel expense,
warranty costs, and freight expense.  These declines were offset by increases
in salary expense due to the allocation of additional personnel costs to
selling expense and higher levels of advertising expense.

     Research and Development Expense.  Research and development expense was
$1.2 million for the nine months ended September 30, 1997 compared to $1.3
million for the comparable period in 1996, a decline of 4%.  The decrease
was primarily due to reduced levels of spending on research and development
materials in 1997 as compared to 1996.

     General and Administrative Expense.  General and administrative expense
was $1.6 million for the nine months ended September 30, 1997 compared to
$1.3 million for the same period in 1996, an increase of 18%.  The increase
was attributable to increased compensation expense related to additional


                             - 11 -

<PAGE>
                  inTEST CORPORATION AND SUBSIDIARIES

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


staff in accounting, MIS and finance, accruals for investor relations costs
and amortization of goodwill resulting from the acquisition of the minority
interests in the Company's three foreign subsidiaries in connection with the
offering.

     Income Tax Expense.  Income tax expense increased to $1.4 million for
the nine months ended September 30, 1997 from $825,000 for the comparable
period in 1996, an increase of $548,000.  The Company's effective tax rate
was 30% for the first nine months of 1997 compared to 14% for the same
period in 1996.  The increase is attributable to the accrual of Federal
income tax on the Company's earnings due to the change of tax status from
S corporation to C corporation prior to the Offering and a greater
percentage of earnings before income taxes and minority interest being
attributable to the Company's Japanese subsidiary.


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

     The Company realized net cash proceeds of $11.6 million (after payment
of direct expenses of the Offering) from the sale of 1.82 million newly
issued shares in the Offering.  The proceeds from the Offering are 
expected to be used for working capital, general corporate purposes and
possible acquisitions of businesses, technologies or products complementary
to the Company's business.

     Net cash provided by operations for the nine months ended September 30,
1997 was $799,000.  Accounts receivable increased $2.6 million from
December 31, 1996 to September 30, 1997 due to increased sales generally
and also due to an increase in the percentage of consolidated sales by one
of the Company's foreign subsidiaries where trade practices permit longer
credit terms.  Other current assets increased $250,000, primarily as a
result of increases in prepaid expenses including insurance premiums.
Accounts payable and accrued expenses increased $567,000 and $166,000,
respectively, as a result of higher sales levels.  Domestic and foreign
income taxes payable increased $553,000 primarily as a result of the
accrual of Federal income tax on earnings subsequent to the offering
and, to a lesser extent, to a greater percentage of earnings before income
taxes and minority interest being attributable to the Company's Japanese
subsidiary.

     During the nine months ended September 30, 1997, the Company repaid the
balance of a term loan.  At January 1, 1997, the outstanding balance of
such term loan was $189,000.

     In connection with the termination of the Company's status as an
S corporation, the Company paid dividends of $3.4 million on June 23, 1997
and $886,000 on September 5, 1997 to its former S corporation shareholders
which represented the final distribution of previously taxed but undistributed
retained earnings.

                             - 12 -

<PAGE>
                  inTEST CORPORATION AND SUBSIDIARIES

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


     Simultaneous with the Offering, the Company acquired the 21% minority
interests in each of its three foreign subsidiaries in exchange for an
aggregate of 300,443 shares of the Company's common stock.  This acquisition,
which was accounted for using the purchase method, created goodwill of
approximately $1.3 million, which is being amortized over a period of 15
years.

     The Company believes that existing cash and cash equivalents, its $1.5
million line of credit and the anticipated net cash provided from operations
will be sufficient to satisfy the Company's cash requirements for the
foreseeable future.  However, if the Company were to make any acquisitions,
the Company may require additional equity or debt financing to meet working
capital requirements or capital expenditure needs.  Although the Company,
as an S corporation, has historically paid cash dividends to its
stockholders, the Company does not anticipate that it will pay dividends
in the foreseeable future.

     Statements of a forward-looking nature relating to future events or
the future financial performance of the Company are only predictions and
may be affected by various risks and uncertainties, including without
limitation, the effect of general economic and market conditions in the
United States and foreign markets, industry market conditions, changes in
supply and demand for the Company's products, competitor pricing and other
factors.  Actual events or results may be materially different.  In addition,
the Company cannot reasonably predict what effect, if any, the current
economic conditions in the Far East may have on its business.


                                    - 13 -

<PAGE>
                    inTEST CORPORATION


Part II.  Other Information


     Item 1.  Legal Proceedings

              None

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

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

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

<TABLE>
              <S>                                               <C>
              Underwriting discounts and commissions:            $1,023,750
              Finders' fees:                                           None
              Expenses paid to or for the Underwriters:              16,650
              Other expenses:                                       975,000
                                                                 ----------
              Total expenses:                                    $2,015,400
                                                                 ==========
</TABLE>
              All of the foregoing expenses were direct or indirect payments
              to persons other than (i) directors, officers or their
              associates; (ii) persons owning ten percent (10%) or more of the
              Company's Common Stock; or (iii) affiliates of the Company.

              The net proceeds of the Offering to the Company (after deducting
              the foregoing expenses) was $11,634,600.  From the effective
              date of the Registration Statement, the net proceeds have been
              used for the following purposes:


                                      - 14 -

<PAGE>       
                    inTEST CORPORATION


Part II.  Other Information (Continued)


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

<TABLE>
              <S>                                                <C>
              Construction of plant, building and facilities     $         -
              Purchase and installation of machinery
                and equipment                                         13,894
              Purchase of real estate                                      -
              Acquisition of other business                                -
              Repayment of indebtedness                              173,266
              Working capital                                        599,725
              Temporary investments, including cash &
                cash equivalents                                  10,246,950
              Other purposes (for which at least $100,000
                has been used), including:
                   Payment of final S corporation distribution       600,765
                                                                 -----------
                                                                 $11,634,600
                                                                 ===========
</TABLE>

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

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

     Item 3.  Defaults Upon Senior Securities

              None

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

              None

     Item 5.  Other Information

              None

                                 - 15 -

<PAGE>

                   inTEST CORPORATION

PART II.  Other Information (Continued)

     Item 6.  Exhibits and Reports on Form 8-K

              (a) Exhibits:

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

                  10    Lease Agreement between the Company and Cherry Hill
                        Industrial Sites, Inc. dated August 22, 1997.

                  27    Financial Data Schedule

              (b) Reports on Form 8-K

                  None           

                               - 16 -

<PAGE>

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




                                        inTEST Corporation



Date:  November 14, 1997                /s/ Alyn R. Holt
       ---------------------            -------------------------------------
                                        Alyn R. Holt
                                        Chairman and Chief Executive Officer



Date:  November 14, 1997                /s/ Hugh T. Regan, Jr.
       ---------------------            -------------------------------------
                                        Hugh T. Regan, Jr.
                                        Treasurer and Chief Financial Officer

<PAGE>

                         Index to Exhibits
                                 
                                 
Item 6.   Exhibits and Reports on Form 8-K

          10   Lease Agreement

          27   Financial Data Schedule