SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                       For the Quarter Ended June 28, 1997

                                       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 August 8, 1997,  8,130,983  shares of the  registrant's  common stock were
outstanding.



                         This document contains 52 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       6-7

Item 2 - Management's Discussion and Analysis of Financial
      Conditions and Results of Operations                                 8-10

PART II.  OTHER INFORMATION

Item 1 - Legal Proceedings                                                 11

Item 2 - Changes in Securities                                             11

Item 3 - Defaults Upon Senior Securities                                   11

Item 4 - Submission of Matters to a Vote of Security Holders               11

Item 5 - Other Information                                                 11

Item 6 - Exhibits and Reports on Form 8-K                                  12

Signatures                                                                 13

Exhibit 10 - Credit Agreement Dated as of June 3 1997 between Microtest,   14-52
             Inc. and Bank of America National Trust and Savings
             Association

Exhibit 11 - Statement regarding computation of per share earnings         53

Exhibit 99 - Private Securities Litigation Reform Act of 1995 Safe
           Harbor Compliance Statement for Forward-Looking Statements      54-55
                                       2
<PAGE>
PART I.  FINANCIAL STATEMENTS

                                 Microtest, Inc.
                      Condensed Consolidated Balance Sheets
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                             June 28,    December 31,
                                                                        1997 (unaudited)   1996
                                                                        ---------------- ------------
<S>                                                                          <C>         <C>     
            ASSETS
CURRENT ASSETS:
            Cash and cash equivalents                                        $  5,312    $ 10,282
            Accounts receivable - net                                          14,026      17,544
            Inventories - net                                                   7,369       6,163
            Prepaid expenses                                                    1,580         823
            Income taxes receivable                                               827         291
            Deferred income taxes                                               3,121       3,121
                                                                             --------    --------
                 Total current assets                                          32,235      38,224

PROPERTY, PLANT AND EQUIPMENT - less accumulated
            depreciation of $5,316 and $4,943, respectively                     3,509       3,642

INTANGIBLES AND OTHER ASSETS                                                      450         832

DEFERRED INCOME TAXES                                                             615         615
                                                                             --------    --------

TOTAL                                                                        $ 36,809    $ 43,313
                                                                             ========    ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
            Accounts payable                                                 $  1,914    $  5,579
            Accrued liabilities                                                 2,986       4,983
            Accrued payroll and employee benefits                                 832       1,079
                                                                             --------    --------
                 Total liabilities                                              5,732      11,641

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
            Common stock, $.001 par value - authorized, 15,000,000 shares;
               issued 8,159,058 and 8,159,058 shares                                8           8
            Additional paid-in capital                                         32,596      32,593
            Deficit                                                            (1,089)       (485)
            Common stock in treasury at cost - 27,476 and 27,970                 (438)       (444)
                                                                             --------    --------
                 Total stockholders' equity                                    31,077      31,672
                                                                             --------    --------

TOTAL                                                                        $ 36,809    $ 43,313
                                                                             ========    ========
</TABLE>
See notes to condensed consolidated financial statements
                                       3
<PAGE>
                                 Microtest, Inc.
             Condensed Consolidated Statements of Income (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                            Three Months Ended      Six Months Ended
                                            -------------------   --------------------
                                            June 28,   June 29,   June 28,    June 29,
                                              1997       1996       1997        1996
                                            --------   --------   --------    --------
<S>                                         <C>        <C>        <C>         <C>     
TOTAL REVENUES                              $ 11,945   $ 12,666   $ 23,058    $ 24,626

TOTAL COST OF SALES                            5,004      5,501      9,351      10,502
                                            --------   --------   --------    --------

GROSS PROFIT                                   6,941      7,165     13,707      14,124

OPERATING EXPENSES:
            Sales and marketing                3,771      3,424      8,795       6,827
            Research and development        $  2,185   $  1,446   $  4,220    $  3,056
            General and adminstrative            908        893      2,146       1,954
                                            --------   --------   --------    --------

                 Total operating expenses   $  6,864   $  5,763   $ 15,161    $ 11,837

INCOME/(LOSS) FROM OPERATIONS               $     77   $  1,402   ($ 1,454)   $  2,287

INVESTMENT INCOME                                 93        197        211         412
                                            --------   --------   --------    --------

INCOME/(LOSS) BEFORE INCOME TAXES                170      1,599     (1,243)      2,699

INCOME TAX PROVISION/(BENEFIT)                    38        617       (389)      1,010
                                            --------   --------   --------    --------

NET INCOME/(LOSS)                                132        982       (854)      1,689
                                            ========   ========   ========    ========

NET INCOME/(LOSS) PER COMMON AND
            EQUIVALENT SHARE                $   0.02   $   0.12   $  (0.11)   $   0.20
                                            ========   ========   ========    ========

SHARES USED IN PER SHARE CALCULATION           8,134      8,316      8,131       8,266
                                            ========   ========   ========    ========
</TABLE>
See notes to condensed consolidated financial statements
                                       4
<PAGE>
                                 Microtest, Inc.
           Condensed Consolidated Statements of Cash Flows (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                     ----------------
                                                                                   June 28,    June 29,
                                                                                     1997        1996
                                                                                   --------    --------
<S>                                                                                <C>         <C>     
OPERATING ACTIVITIES:
            Net (loss)/income                                                      ($   854)   $  1,689
            Adjustments to  reconcile  net  (loss)/income  to net cash (used in)
               provided by operating activities:
                 Depreciation and amortization                                     $    756    $    664
                 Changes in operating assets and liabilities:
                   Accounts receivable                                             $  3,518    $  1,807
                   Inventories                                                     $ (1,206)   $  1,640
                   Prepaid expenses and other assets                               $   (757)   $    289
                   Accounts payable                                                $ (3,665)   $ (1,741)
                   Accrued liabilities                                             $ (1,997)   $    108
                   Accrued payroll and employee benefits                           $   (247)   $     10
                   Income taxes receivable                                             (536)      1,134
                                                                                   --------    --------

Net cash (used in) provided by operating activities                                $ (4,988)   $  5,600

INVESTING ACTIVITIES:
            Purchases of equipment and leasehold improvements                          (240)       (672)
                                                                                   --------    --------

Net cash used in investing activities                                              $   (240)   $   (672)

FINANCING ACTIVITIES:
            Proceeds from sale of common stock and treasury stock                       258         157
                                                                                   --------    --------

Net cash provided by financing activities                                               258         157
                                                                                   --------    --------

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS                                   $ (4,970)   $  5,085

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                       10,282      19,907
                                                                                   --------    --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                              5,312      24,992
                                                                                   ========    ========
</TABLE>
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
Regulation  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 six months ended June 28,  1997,  are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1997. 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, 1997.

      C. New Accounting  Standards - In February 1997, the Financial  Accounting
      Standards Board ("FASB") issued Statement of Accounting  Standards No. 128
      "Earnings  Per  Share,"  which is  effective  for both  interim and annual
      periods  ending after  December 15, 1997. The Company does not believe the
      adoption of the  standard  will have a  significant  effect on  previously
      reported earnings per share.

      The FASB recently issued SFAS No. 130 on "Reporting  Comprehensive Income"
and SFAS No. 131 on  "Disclosures  about  Segments of an Enterprise  and Related
Information."  The "Reporting  Comprehensive  Income"  standard is effective for
fiscal  years  beginning  after  December 15,  1997.  The  standard  changes the
reporting of certain items currently reported in the common stock equity section
of the balance  sheet.  The  Company is  currently  evaluating  what impact this
standard will have on the Company's financial statements.

      The "Disclosures about Segments of an Enterprise and Related  Information"
standard is effective for fiscal years  beginning  after December 15, 1997. This
standard  requires  that  public  companies  report  certain  information  about
operating segments in their financial  statements.  It also establishes  related
disclosures about products and services,  geographic areas, and major customers.
The Company is currently  evaluating  what impact this standard will have on its
disclosures.
                                       6
<PAGE>
      D.  Reclassifications  - Certain  reclassifications  have been made to the
      1996   consolidated   financial   statements   to   conform  to  the  1997
      presentation.

2.    COMMITMENTS AND CONTINGENCIES

      Future minimum rental  payments due under the Company's  office  operating
      leases are as follows:                        (Amounts in
                                                     Thousands)
      Remainder of 1997                                $  508
      1998                                              1,004
      1999                                                995
      2000                                                842
      2001                                                148
      2002                                                 12
                                                       ------
      Total minimum rental payments                    $3,509
                                                       ======

      In April 1997,  the two  shareholder  lawsuits  filed against the Company,
      Richard G. Meise,  Richard R. Douglas and David C. Bolles in September and
      October 1996 relating to the reporting of interim  results were  dismissed
      without prejudice.

      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.
                                       7
<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 such  differences.
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, 1996.

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

                    Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)      6/28/97   Change    6/29/96   6/28/97   Change    6/29/96
--------------------------------------------------------------------------------
Total Revenues      $11,945   (5.7%)    $12,666   $23,058   (6.4%)    $24,626
--------------------------------------------------------------------------------

During both the second  quarter and the six months  ended June 28,  1997,  total
revenues  decreased  compared  to the same  periods in 1996 due  primarily  to a
general  softness in network  industry sales,  which has impacted the results of
the entire industry segment, and intensified competition.  The Company currently
believes  that its  third  quarter  operating  results  also  will be  adversely
affected  by the  general  softness  in  industry  sales  and the  impact of new
products to be introduced is not presently determinable.

                    Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)      6/28/97   Change    6/29/96   6/28/97   Change    6/29/96
--------------------------------------------------------------------------------
Gross Profit        $ 6,941   (3.1%)    $ 7,165   $13,707   (3.0%)    $14,124
% of Total
Revenues             58.1%                56.6%     59.5%              57.4%
--------------------------------------------------------------------------------

Gross profit  decreased  in absolute  dollars but  increased as a percentage  of
revenues  during  the second  quarter of 1997 and the six months  ended June 28,
1997 compared to the same periods in 1996.  The decrease in absolute  dollars is
due to the  decrease  in  revenues.  Gross  profit as a  percentage  of revenues
improved  during the second  quarter of 1997 due to a reduction in the Company's
discount structure relating to the  manufacturers'  representative  program that
was  introduced  near  the end of the  second  quarter  of  1996,  which in turn
increased sales and marketing expenses (see below).
                                       8
<PAGE>
                    Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)      6/28/97   Change    6/29/96   6/28/97   Change    6/29/96
--------------------------------------------------------------------------------
Sales & Marketing   $3,771     10.1%    $3,424     8,795     28.8%    $6,827
% of Total
 Revenues            31.6%               27.0%     38.1%               27.7%
--------------------------------------------------------------------------------

For both the quarter  ended and the six months  ended June 28,  1997,  sales and
marketing  expenses  increased in absolute  dollars and as a percentage of total
revenues  compared to the same period in 1996. The increase is due largely to an
increase in employees  and other costs  attributable  to  Logicraft  Information
Systems  ("Logicraft")  acquired  during the fourth quarter of 1996. The Company
restructured  its sales  force  during the first and second  quarters of 1997 to
fully  integrate   Logicraft  into  the  sales  mix.  Costs  relating  to  these
restructurings  totaled  approximately  $223,000  during  the first half of this
year.  Additionally,  the Company reduced its discount  structure,  as mentioned
above, and has experienced increased sales commissions as a result.

                    Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)      6/28/97   Change    6/29/96   6/28/97   Change    6/29/96
--------------------------------------------------------------------------------
Research &          $2,185     51.1%    $1,446    $4,220     38.1%    $3,056
Development     
% of Total
 Revenues            18.3%               11.4%     18.3%               12.4%
--------------------------------------------------------------------------------

Research  and  development  expenses  increased  in  absolute  dollars  and as a
percentage of total revenues in both the second quarter and the six months ended
June 28,  1997,  compared  with the same  periods in 1996.  The  increase  stems
primarily from an increase in the number of employees due to the  acquisition of
Logicraft  during the fourth  quarter of 1996, as well as the  development  of a
higher number of prototypes than experienced  during the second quarter of 1996.
During the first and second  quarters  of 1997,  the  Company  restructured  its
research  and  development  work  force to fully  integrate  Logicraft  into the
research  and  development  process.  To date,  the Company has expensed all R&D
costs as incurred.

                    Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)      6/28/97   Change    6/29/96   6/28/97   Change    6/29/96
--------------------------------------------------------------------------------
General &           $908       1.7%     $893      $2,146     9.8%     $1,954  
Administrative  
% of Total 
Revenues             7.6%               7.1%        9.3%                7.9%
--------------------------------------------------------------------------------

General and administrative expenses remained consistent in both absolute dollars
and as a percentage of total  revenues  during the second quarter ended June 28,
1997,  compared  to the same  period  in 1996,  whereas  G&A  increased  in both
categories  during the six  months  ended June 28,  1997,  compared  to the same
period in 1996.  This increase is 
                                       9
<PAGE>
mainly the result of the increase in personnel  and other  administrative  costs
attributable to Logicraft acquired during the fourth quarter of 1996.

                    Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)      6/28/97   Change    6/29/96   6/28/97   Change    6/29/96
--------------------------------------------------------------------------------
Income Taxes          $38     (93.8%)    $617      ($389)   (138.5%)  $1,010

Effective Tax         22.4%              38.6%      31.3%              37.4%
Rate
--------------------------------------------------------------------------------

The Company's  effective tax rate  experienced a decrease during both the second
quarter and the six months ended June 28, 1997,  compared to the same periods of
the preceding year  primarily  because the research and  development  tax credit
afforded under Section 41 of the Internal  Revenue Code, which was not available
during the three months and six months ended June 29, 1996, was  reinstituted in
the third quarter of 1996.

                    Qtr. End            Qtr. End   Y-T-D               Y-T-D
(in thousands)      6/28/97   Change    6/29/96   6/28/97   Change    6/29/96
--------------------------------------------------------------------------------
Net Income/(Loss)    $132     (86.6%)    $982      ($854)   (150.6%)  $1,689
% of Total
 Revenues            1.1%                7.8%      (3.7%)               6.9%
--------------------------------------------------------------------------------

Net income  decreased  in both  absolute  dollars and as a  percentage  of total
revenues  for both the second  quarter and the six months ended June 28, 1997 as
compared  to the same  periods in 1996.  This  decrease  is due  primarily  to a
decrease in revenues  coupled with an increase in personnel and other  operating
expenses relating to Logicraft as discussed above .

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

The Company has financed its operations  primarily  through operating cash flows
and  equity  financings.  At June  28,  1997,  the  Company  had  cash  and cash
equivalents  of $5.3 million.  This  represents a $5.0 million  decrease in cash
equivalents  during  the six  months  ended  June 28,  1997,  due  primarily  to
increases in inventory  resulting  from lower than expected sales and the timing
of payables.  As a result of the use of cash and cash  equivalents over the past
three quarters,  the Company obtained a $10 million  unsecured  revolving credit
facility with Bank of America  during the second  quarter which will be used for
general  corporate and working  capital  purposes.  No amounts were  outstanding
under this credit  facility at June 28,  1997.  Cash flows from  operations  and
available  cash under the credit  facility will be sufficient to meet cash needs
in the foreseeable future.
                                       10
<PAGE>
PART II.  OTHER INFORMATION

Item 1 - Legal Proceedings

          As  previously  reported , the Company,  Richard G. Meise,  Richard R.
Douglas and David C. Bolles were named as defendants in two shareholder lawsuits
brought in the Maricopa County Superior Court for the State of Arizona, entitled
James T. Zelloe,  et al. v.  Microtest,  Inc. et al.,  Case No.  CV96-16655  and
Richard Fluegel et al. v. Microtest,  Inc. et al., Case No. CV96-19144. In April
1997, the lawsuits were dismissed without prejudice.

      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.

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

The Annual Meeting of Shareholders of the Company was held on July 22, 1997. The
shareholders  elected  the  following  persons  to  serve  three-year  terms  as
directors of the company:  William C. Turner and Dianne C. Walker. The votes for
and against (withheld) each nominee were as follows:

Nominee                        Votes For           Votes Withheld
William C. Turner              7,237,862               385,376
Dianne C. Walker               7,242,062               381,176

Roger C.  Ferguson,  Richard  G.  Meise,  and  Steven G.  Mihaylo  continued  as
directors following the meeting.

Item 5. - Other Information

      None
                                       11
<PAGE>
Item 6. - Exhibits and Reports on Form 8-K

      a) Exhibits

            Exhibit 11 - Statement regarding computation of per share earnings

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

      b) Reports on Form 8-K

            No current  reports on Form 8-K were filed  during the three  months
            ended June 28, 1997.
                                       12
<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: August 12, 1997                             /s/ Richard G. Meise
                                                  ------------------------------
                                                  Richard G. Meise
                                                  Chief Executive Officer



Date: August 12, 1997                             /s/ Richard R. Douglas
                                                  ------------------------------
                                                  Richard R. Douglas
                                                  Chief Financial Officer