SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

                    For the Quarter Ended September 26, 1998

                                       OR

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

                         Commission File Number 0-20666


                                 MICROTEST, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                                86-0485884
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               identification no.)

                   4747 N. 22nd Street, Phoenix, Arizona 85016
              -----------------------------------------------------
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (602) 952-6400
       ------------------------------------------------------------------

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 [ ]

As of November 2, 1998,  8,253,585 shares of the registrant's  common stock were
outstanding.

                         This document contains 18 pages
<PAGE>
                                      INDEX

                                 MICROTEST, INC.

                                                                            Page
Facing Page                                                                   1

Index                                                                         2

PART I. FINANCIAL INFORMATION

Item 1 - Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets                                3

         Condensed Consolidated Statements of Income                          4

         Condensed Consolidated Statements of Cash Flows                      5

         Notes to Unaudited Condensed Consolidated Financial Statements     6-8

Item 2 - Management's Discussion and Analysis of Financial
         Conditions and Results of Operations                               9-12

PART II.  OTHER INFORMATION

Item 1 - Legal Proceedings                                                    13

Item 2 - Changes in Securities                                                13

Item 3 - Defaults Upon Senior Securities                                      13

Item 4 - Submission of Matters to a Vote of Security Holders                  13

Item 5 - Other Information                                                    13

Item 6 - Exhibits and Reports on Form 8-K                                     14

Signatures                                                                    15

Exhibit 27   Financial Data Schedule                                          16

Exhibit 99 - Private Securities Litigation Reform Act of
             1995 Safe Harbor Compliance Statement for
             Forward-Looking Statements                                    17-18


                                       2
<PAGE>
PART I. FINANCIAL STATEMENTS

                                 Microtest, Inc.
                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)

                                                September 26,       December 31,
                                              1998 (unaudited)         1997
                                              ----------------      ------------
                                 ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                       $ 13,062            $ 11,547
  Accounts receivable - less allowance for
    doubtful accounts of $669 and $892,
    respectively and less returns reserve of
    $868 and $1,073, respectively                    8,272              12,083
  Inventories - less reserve for obsolescence
    of $470 and $694, respectively                   6,130               5,924
  Prepaid expenses                                   2,054               1,459
  Income taxes receivable                            2,049               2,258
  Deferred income taxes                              2,216               2,216
                                                  --------            --------
      Total current assets                          33,783              35,487

PROPERTY, PLANT AND EQUIPMENT - less
  accumulated depreciation of $7,169
  and $6,200, respectively                           3,533               3,543

INTANGIBLES AND OTHER ASSETS                         3,679               2,777

DEFERRED INCOME TAXES                                  133                 133
                                                  --------            --------

TOTAL                                             $ 41,128            $ 41,940
                                                  ========            ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                $  4,120            $  4,699
  Accrued liabilities                                3,466               4,130
  Accrued payroll and employee benefits              1,164               1,017
                                                  --------            --------
      Total liabilities                              8,750               9,846

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value - authorized,
    15,000,000 shares; issued 8,244,237 and
    8,193,320 shares, respectively                       8                   8
  Additional paid-in capital                        32,941              32,710
  Retained earnings/(deficit)                          606                (186)
  Common stock in treasury at cost - 225,020,
    and 34,196, respectively                        (1,177)               (438)
                                                  --------            --------
       Total stockholders' equity                   32,378              32,094
                                                  --------            --------

TOTAL                                             $ 41,128            $ 41,940
                                                  ========            ========
See notes to condensed consolidated financial statements

                                       3
<PAGE>
                                 Microtest, Inc.
             Condensed Consolidated Statements of Income (unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                       Three Months Ended           Nine Months Ended
                                  ---------------------------   ----------------------------
                                  September 26,  September 27,  September 26,  September 27,
                                      1998           1997          1998           1997

<S>                                 <C>            <C>           <C>            <C>
TOTAL REVENUES                      $ 10,111       $ 12,391      $ 30,951       $ 35,450

TOTAL COST OF SALES                    4,090          5,335        12,316         14,686
                                    --------       --------      --------       --------

GROSS PROFIT                           6,021          7,056        18,635         20,764

OPERATING EXPENSES:
  Sales and marketing                  2,655          3,695         8,860         12,490
  Research and development             1,698          1,847         5,210          6,067
  General and administrative           1,403            978         3,513          3,124
                                    --------       --------      --------       --------

      Total operating expenses         5,756          6,520        17,583         21,681

INCOME/(LOSS) FROM OPERATIONS            265            536         1,052           (917)

INVESTMENT INCOME                         81              1           258            212
                                    --------       --------      --------       --------

INCOME/(LOSS) BEFORE INCOME TAXES        346            537         1,310           (705)

INCOME TAX PROVISION/(BENEFIT)           (47)           205           205           (184)
                                    --------       --------      --------       --------

NET INCOME/(LOSS)                   $    393       $    332      $  1,105       $   (521)
                                    ========       ========      ========       ========
BASIC EARNINGS PER SHARE:
  NET INCOME/(LOSS) PER SHARE       $   0.05       $   0.04      $   0.14       $  (0.06)
                                    ========       ========      ========       ========
  WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                          8,068          8,157         8,132          8,168
                                    ========       ========      ========       ========
DILUTED EARNINGS PER SHARE:
  NET INCOME/(LOSS) PER SHARE       $   0.05       $   0.04      $   0.14       $  (0.06)
                                    ========       ========      ========       ========
  WEIGHTED AVERAGE COMMON AND
  EQUIVALENT SHARES OUTSTANDING        8,068          8,297         8,132          8,257
                                    ========       ========      ========       ========
</TABLE>
See notes to condensed consolidated financial statements

                                       4
<PAGE>
                                 Microtest, Inc.
           Condensed Consolidated Statements of Cash Flows (unaudited)
                                 (In thousands)

                                                         Nine Months Ended
                                                    ----------------------------
                                                    September 26,  September 27,
                                                        1998           1997
                                                    -------------  -------------
OPERATING ACTIVITIES:
 Net income/(loss)                                    $  1,105       $   (521)
 Adjustments to reconcile net income/(loss)
  to net cash provided by/(used in) operating
  activities:
    Depreciation and amortization                          897          1,491
    Changes in operating assets and liabilities:
      Accounts receivable                                3,811          3,964
      Inventories                                         (206)          (773)
      Prepaid expenses and other assets                 (1,425)        (1,139)
      Accounts payable                                    (579)        (2,552)
      Accrued liabilities                                 (664)        (1,982)
      Accrued payroll and employee benefits                147           (146)
      Income taxes receivable                              209           (504)
                                                      --------       --------

Net cash provided by/(used in) operating activities      3,295         (2,162)

INVESTING ACTIVITIES:
  Purchases of equipment and leasehold improvements       (959)          (570)
                                                      --------       --------

Net cash used in investing activities                     (959)          (570)

FINANCING ACTIVITIES:
  Purchase of treasury stock                            (1,177)            --
  Proceeds from sale of common stock and
    treasury stock                                         356            151
                                                      --------       --------

Net cash (used in)/provided by financing activities       (821)           151
                                                      --------       --------

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS         1,515         (2,581)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          11,547         10,282
                                                      --------       --------

CASH AND CASH EQUIVALENTS, END OF PERIOD              $ 13,062       $  7,701
                                                      ========       ========

See notes to condensed consolidated financial statements

                                       5
<PAGE>
                                 MICROTEST, INC.
                               NOTES TO UNAUDITED
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and the  instructions  to Form  10-Q and  Rule  10-01 of
Registration  S-X.  Accordingly,  they do not include all of the information and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial  statements.  In  the  opinion  of  management,  all  adjustments  and
reclassifications  considered  necessary for a fair and comparable  presentation
have been included and are of a normal recurring  nature.  Operating results for
the  three  months  and the  nine  months  ended  September  26,  1998,  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31,  1998.  The  accompanying  financial  statements  should be read in
conjunction with the Company's most recent Annual Report and Form 10-K.

1.   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     A.   Principles of  Consolidation - The consolidated  financial  statements
          include  the  accounts  of  Microtest,   Inc.  and  its   wholly-owned
          subsidiaries  (collectively,  the  "Company").  The Company  develops,
          markets,  and  supports  products  that  make it  easier  to  install,
          service, and manage local area networks ("LANs").

     B.   For interim reporting  purposes,  the Company ends its quarters on the
          Saturday  closest to the calendar quarter end, with the fourth quarter
          ending on December 31, 1998.

2.   COMMITMENTS AND CONTINGENCIES

     Future  minimum rental  payments due under the Company's  office  operating
     leases are as follows:
                                                      (Amounts in
                                                       Thousands)
                                                       ----------
      1998                                              $   276
      1999                                                1,164
      2000                                                  897
      2001                                                  144
                                                        -------
      Total minimum rental payments                     $ 2,481
                                                        =======

      The  Company is involved in certain  other legal  matters,  the outcome of
      which  is  currently  unknown.  Management  believes  that  the  Company's
      liability,  if  any,  will  not  have a  material  adverse  effect  on the
      Company's financial condition and results of operations.

                                       6
<PAGE>
3.   EARNINGS PER SHARE

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
     128,  Earnings Per Share,  the following  presents the computation of basic
     and diluted earnings per share:
<TABLE>
<CAPTION>
                            Basic Earnings Per Share

                                        Three Months Ended             Nine Months Ended
                                   ---------------------------   ----------------------------
                                   September 26,  September 27,  September 26,  September 27,
                                       1998           1997          1998            1997
                                   -------------  -------------  -------------  -------------
<S>                                   <C>           <C>             <C>            <C>
Net income/(loss)                     $  393        $  332          $1,105         $ (521)
                                      ======        ======          ======         ====== 
Weighted average shares of
  common stock outstanding - basic     8,068         8,157           8,132          8,168
                                      ======        ======          ======         ====== 

Basic income/(loss) per share         $ 0.05        $ 0.04          $ 0.14         $(0.06)
                                      ======        ======          ======         ====== 

                           Diluted Earnings Per Share

                                        Three Months Ended             Nine Months Ended
                                   ---------------------------   ----------------------------
                                   September 26,  September 27,  September 26,  September 27,
                                       1998          1997            1998           1997
                                   -------------  -------------  -------------  -------------
Net income/(loss)                     $  393        $  332          $1,105         $ (521)
                                      ======        ======          ======         ====== 
Weighted average shares of
  common stock outstanding             8,068         8,157           8,132          8,168
Add: dilutive potential of 
  common shares                           --           140              --             89
                                      ------        ------          ------         ------
Weighted average shares of
  common stock outstanding - dilutive  8,068         8,297           8,132          8,257
                                      ======        ======          ======         ======
Dilutive income/(loss) per share      $ 0.05        $ 0.04          $ 0.14         $(0.06)
                                      ======        ======          ======         ====== 
</TABLE>

4.   COMPREHENSIVE INCOME

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 130, Reporting  Comprehensive  Income, which is effective for financial
     statement periods ending after December 15, 1997 and establishes  standards
     for  reporting  and  display of  comprehensive  income  and its  components
     (revenues,  expenses,  gains and  losses) in a full set of  general-purpose
     financial statements.  Comprehensive income was $393,000 and $1,105,000 for
     the three and nine months ended September 26, 1998, respectively.

5.   SEGMENT REPORTING

     In June 1997, the FASB issued SFAS No. 131, Disclosure about Segments of an
     Enterprise  and Related  Information,  which is effective  for fiscal years
     beginning  after  December 15, 1997 and  establishes  standards for the way
     that  public  business   enterprises  report  information  about  operating
     segments in annual financial statements and requires that those enterprises
     report selected  information about operating segments.  It also establishes
     standards for related  disclosures about products and services,  geographic

                                       7
<PAGE>

     areas and major  customers.  The Company does not believe that the adoption
     of SFAS No. 131 will have a significant  effect on its reporting of segment
     information.

6.   STOCK REPURCHASE

     On April 14, 1998, the Company's Board of Directors  authorized the Company
     to repurchase up to 800,000  shares of its common stock,  or  approximately
     10% of all shares issued as of that date,  for issuance under the Company's
     stock option and purchase plans.  The stock is to be purchased from time to
     time on the open  market as  conditions  permit.  To date,  the Company has
     repurchased 225,020 shares at an average price of $5.23 per share.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

This  Quarterly  Report on Form 10-Q contains  forward-looking  statements.  The
words "believe,"  "expect,"  "anticipate," and "project" and similar expressions
identify  forward-looking  statements,  which  speak  only  as of the  date  the
statement was made.  Such  forward-looking  statements are within the meaning of
that term in Section 27A of the Securities Act of 1933, as amended,  and Section
21E of the  Securities  Exchange Act of 1934, as amended.  Such  statements  may
include, but not be limited to, projections of revenue,  income or loss, capital
expenditures,  plans for future operations,  financing needs or plans, and plans
relating to products or services of the Company, as well as assumptions relating
to the foregoing.

Statements  in  Exhibit  99 to this  Quarterly  Report  on Form  10-Q,  describe
factors,  among  others,  that could  contribute  to or cause actual  results to
differ  materially  from those  expressed  in such  forward-looking  statements.
Additional  factors that could cause actual  results to differ  materially  from
those   expressed  in  such   forward-looking   statements   are  set  forth  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  in the  Company's  Annual  Report on Form  10-K for the year  ended
December 31, 1997.

RESULTS OF OPERATIONS

                Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)   9/26/98   Change   9/27/97   9/26/98   Change    9/27/97
-------------------------------------------------------------------------
Total Revenues   $10,111   (18.4%)  $12,391   $30,951   (12.7%)   $35,450
-------------------------------------------------------------------------

During both the quarter and nine months ended September 26, 1998, total revenues
decreased  compared to the quarter and nine months ended  September  27, 1997. A
major  contributing  factor to the decline is the Company's  recent  decision to
withdraw from the  low-margin  tower  business  which has not yet been offset by
sales of new higher-margin DiscPort 2, DiscPort VT and DiscZerver products.

                 Qtr. End           Qtr. End   Y-T-D               Y-T-D
(in thousands)   9/26/98   Change    9/27/97  9/26/98   Change    9/27/97
-------------------------------------------------------------------------
Gross Profit     $6,021   (14.7%)    $7,056   $18,635   (10.3%)   $20,764

% of Total
Revenues            59.5%              56.9%     60.2%               58.6%
-------------------------------------------------------------------------

Gross profit  decreased  in absolute  dollars but  increased as a percentage  of
total revenues  during the three months ended September 26, 1998, as well as the
nine months ended  September  26, 1998, as compared to the same periods in 1997.
The  decrease in absolute  dollars was due to the  decrease in  revenues.  Gross
profit as a percent of revenues  improved  slightly during the third quarter and
year-to-date due to a change in product mix.

                                       9
<PAGE>
                   Qtr. End           Qtr. End    Y-T-D              Y-T-D
(in thousands)      9/26/98   Change  9/27/97    9/26/98   Change   9/27/97
---------------------------------------------------------------------------
Sales & Marketing   $2,655   (28.1%)  $3,695    $8,860    (29.1%)  $12,490

% of Total
Revenues              26.3%             29.8%     28.6%              35.2%
---------------------------------------------------------------------------

For both the  quarter  and nine  months  ended  September  26,  1998,  sales and
marketing  expenses  decreased in absolute  dollars and as a percentage of total
revenues compared to the same periods in 1997. These decreases are primarily due
to synergies created from the integration of Logicraft  Information Systems, now
doing business as Microtest  Enterprise  Group ("MEG").  MEG was acquired during
the fourth quarter of 1996 and was not fully integrated into Microtest until the
third  quarter  of 1997.  The  integration  of MEG  into  Microtest  included  a
significant reduction in headcount during the first and second quarters of 1997.
Additionally,  the Company  implemented  new cost  control  measures  during the
second half 1997, including the areas of sales and marketing.

                Qtr. End            Qtr. End    Y-T-D              Y-T-D
(in thousands)   9/26/98   Change   9/27/97    9/26/98   Change   9/27/97
---------------------------------------------------------------------------
Research &
Development      $1,698    (8.1%)   $1,847     $5,210   (14.1%)   $6,067

% of Total
Revenues           16.8%              14.9%      16.8%              17.1%
---------------------------------------------------------------------------

Research  and  development  expenses  decreased  in  absolute  dollars  and as a
percentage of total  revenues for the nine months ended  September 26, 1998, but
for the quarter,  they increased as a percentage of total revenues compared with
the same periods in 1997. The decrease stems  primarily from the  capitalization
of  software  development  costs  during  1998  for new  products.  The  Company
capitalized  approximately  $947,000 and  $524,000  during the nine months ended
September  26, 1998 and September  27, 1997,  respectively.  These costs will be
amortized over the life of the associated  products of approximately two to four
years as a charge to cost of goods sold. These  amortization  charges may result
in lowering the Company's net income in future periods.

                  Qtr. End           Qtr. End   Y-T-D            Y-T-D
(in thousands)     9/26/98   Change  9/27/97   9/26/98  Change  9/27/97
---------------------------------------------------------------------------
General &
Administrative     $1,403    43.5%     $978    $3,513    12.5%   $3,124

% of Total
Revenues             13.9%              7.9%     11.4%              8.8%
---------------------------------------------------------------------------

General and administrative  expenses increased in both absolute dollars and as a
percentage of total revenues for the quarter and nine months ended September 26,
1998,  compared  to the same  periods  in 1997.  The  increase  during the third
quarter of 1998 was mainly the result of an increase in accounting  fees and bad
debt expense as well as a restructuring  of the European  operations.  Year over
year, the increase is primarily  attributable to an increase in bad debt expense
as well as a restructuring of the European operations.

                                       10
<PAGE>

                     Qtr. End           Qtr. End   Y-T-D              Y-T-D
(in thousands)        9/26/98  Change   9/27/97   9/26/98   Change   9/27/97
-----------------------------------------------------------------------------
Income Taxes          $ (47)   122.9%     $205     $205     211.4%   $ (184)

Effective Tax Rate    (13.6%)             38.2%    15.6%              (26.1%)
-----------------------------------------------------------------------------

The  difference  between the effective tax rate and the statutory rate is mainly
attributable  to  foreign  sales  corporation  tax  benefits  and  research  and
development income tax credits.

                   Qtr. End           Qtr. End    Y-T-D              Y-T-D
(in thousands)      9/26/98   Change  9/27/97    9/26/98   Change   9/27/97
----------------------------------------------------------------------------
Net Income/(Loss)    $393     18.4%    $ 332     $1,105    312.1%    $(521)

% of Total
Revenues              3.9%               2.7%       3.6%              (1.5%)
----------------------------------------------------------------------------

Net income  increased  in both  absolute  dollars and as a  percentage  of total
revenues  for both the  quarter  and nine  months  ended  September  26, 1998 as
compared  to the same  periods of 1997.  This  increase  is due  primarily  to a
significant decrease in operating expenses for the quarter and nine months ended
September 26, 1998 as compared with the quarter and nine months ended  September
27, 1997. As discussed above, MEG was fully integrated into Microtest during the
second and third  quarters  of 1997.  The  integration  included  a  significant
headcount  reduction.  Also,  the Company's  implementation  of new cost control
measures during 1997 aided in the decrease in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations  primarily  through  operating  cash. At
September 26, 1998, the Company had cash and cash  equivalents of $13.1 million.
This  represents a $1.5  million  increase in cash  equivalents  during the nine
months ended  September 26, 1998, as compared to the same period ended September
27, 1997, due primarily to the collection of accounts receivable.

During the second quarter of 1997, the Company obtained a $10 million  unsecured
revolving  credit  facility  with Bank of America,  which is to be utilized  for
general corporate and working capital  purposes.  The credit facility carries an
interest  rate equal to Bank of  America's  "Reference  Rate" plus 1.50%.  Major
covenants of the credit  facility  include:  (i) the Company,  on a consolidated
basis, not incurring a net loss and operating loss in two consecutive  quarters;
(ii) the Company maintaining a modified quick ratio of no less than 1.50%; (iii)
the  Company  maintaining  a  Tangible  Net  Worth  of no less  than  90% of the
Company's  Tangible  Net Worth at December  31,  1996;  and (iv) the Company not
permitting its total  liabilities  to exceed 0.75 times  Tangible Net Worth.  No
amounts  were  outstanding  under this  credit  facility  and the Company was in
compliance with all loan covenants at September 26, 1998.

                                       11
<PAGE>
Capital  expenditures  during the nine  months  ended  September  26,  1998 were
approximately  $959,000,  the  majority of which was for  computer  hardware and
software  and  leasehold  improvements.  The  Company's  capital  budget for the
remaining  quarter of 1998 is approximately  $50,000,  which includes  software,
hardware,  leasehold  improvements and other of $5,000,  $20,000,  $20,000,  and
$5,000, respectively.

Management  believes cash flows from  operations  and  available  cash under the
credit  facility will be sufficient to meet the cash needs of the Company in the
foreseeable future.

YEAR 2000 ISSUES

Like many other  organizations,  the year 2000 computer  issue creates risks for
the  Company.  Many  computer  systems  were  originally  designed to  recognize
calendar  years by their last two  digits.  Calculations  performed  using these
truncated  fields  would not work  properly  with dates during or after the year
2000.  To  address  these  year  2000  issues,   the  Company  has  initiated  a
comprehensive assessment and remediation program to resolve any year 2000 issues
with respect to its information  technology ("IT") systems,  its non-IT systems,
and the systems of third parties with which it has a material relationship.

With respect to its IT systems,  the Company has completed the assessment  phase
of its program. The Company's current IT systems which were determined not to be
compliant  have  entered the  remediation  phase  during  which the Company will
either replace or otherwise  remedy such systems.  The remediation  phase for IT
systems is expected to be completed by June 30, 1999.  Some minor systems may be
converted later in 1999.

In  reference to its non-IT  systems,  the  Company's  building  management  has
provided the Company with a complete list of vendors indicating compliance.  The
current  telephone  system will be compliant by the end of the first  quarter of
1999. Long distance and local telephone service are compliant.

We believe that non-compliant systems related to our top suppliers would present
the  greatest  risk to the  Company.  Questionnaires  have  been  sent to  those
suppliers and they have stated that they are  compliant or expect  compliance by
the end of 1999.

Concurrent  with the  remediation  of our systems and  evaluation of third party
systems, the Company is developing  remediation plans to mitigate the risks that
could occur in the event of disruption due to non-compliant systems. Contingency
plans may  include  looking  for  alternative  suppliers,  increasing  inventory
levels,  or other  actions  deemed  prudent.  It is  expected  that  assessment,
remediation and contingency planning activities will be on going throughout 1998
and 1999 with the goal of appropriately  resolving all material internal systems
and  third  party  issues.   Estimated  costs  associated  with  developing  and
implementing contingency measures are not currently estimable.

All of the Company's  current products and planned future  releases,  with minor
exception,  are year 2000 compliant.  Registered customers have been notified of
non-compliant products and any available upgrade. This information was also made
available on the Company's Web site as of June 1998.

                                       12
<PAGE>
To date, the Company has incurred capital expenditures of approximately $289,000
related  to this  project  and  expects  that the  total  cost  will not  exceed
$750,000. The Company does not expect that the incremental costs of this project
will have a material  adverse  effect on the  Company's  consolidated  financial
statements or results of operations in any future periods.

PART II. OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     The  Company  is from  time to time  involved  in  legal  proceedings  of a
character  normally  incident  to its  business,  including  various  claims and
pending actions against the Company seeking damages.

     The Company is a defendant  in an action in the  Maricopa  County  Superior
Court in and for the State of Arizona entitled  Chauncey Stephen Brambach et al.
v. Microtest,  Inc., Case No. CV 94-18966.  In July 1996,  summary  judgment was
entered  in favor  of the  Company.  In  December  1997,  summary  judgment  was
overturned  at the appellate  level.  Mr.  Brambach is a former  employee of the
Company  who  claims  that the  Company  breached  a  cost-of-living  adjustment
provision  under his  employment  agreement  with the  Company.  The Company has
vigorously defended this claim and does not believe that it will have a material
adverse effect on the Company.

ITEM 2. - CHANGES IN SECURITIES

     None

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

     Not applicable

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5. - OTHER INFORMATION

     None

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<PAGE>

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

          a)   Exhibits

               Exhibit 99 - Private Securities Litigation Reform Act of 1995
                            Safe Harbor Compliance Statement for Forward-Looking
                            Statements

               Exhibit 27 - Financial Data Schedule

          b)   Reports on Form 8-K

               No Current Reports on Form 8-K were filed during the three months
          ended September 26, 1998.


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<PAGE>

                                   SIGNATURES

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

                                 MICROTEST, INC.
                                 ---------------
                                   Registrant



Date: November 10, 1998                              /s/ Richard G. Meise
                                                     ---------------------------
                                                     Richard G. Meise
                                                     Chief Executive Officer and
                                                     Chairman of the Board



Date: November 10, 1998                              /s/ Charles V. Mihaylo
                                                     ---------------------------
                                                     Charles V. Mihaylo
                                                     President and
                                                     Chief Operating Officer


Date: November 10, 1998                              /s/ John J. O'Block
                                                     ---------------------------
                                                     John J. O'Block
                                                     Chief Financial Officer

                                       15