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 March 29, 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 May 9,  1997,  8,130,983  shares of the  registrant's  common  stock  were
outstanding.

                         This document contains 15 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                                               10

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                                11

Signatures                                                               12

Exhibit 11 - Statement regarding computation of per share earnings       13

Exhibit 99 - Private Securities Litigation Reform Act of 1995 Safe
           Harbor Complaince Statement for Forward-Looking Statements    14 - 15
                                       2
<PAGE>
PART I.  FINANCIAL STATEMENTS

                                 Microtest, Inc.
                      Condensed Consolidated Balance Sheets
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                       March 29,         December 31,
                                                                    1997 (unaudited)         1996
                                                                    ----------------     ------------
<S>                                                                    <C>                <C>     
                                 ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                        $  7,482           $ 10,282
      Accounts receivable - less allowance for doubtful
         accounts of $723 and $582, respectively and less
         returns reserve of $1,446 and $3,030, respectively              12,006             17,544
      Inventories - net                                                   8,201              6,163
      Prepaid expenses                                                    1,503                823
      Income taxes receivable                                               689                291
      Deferred income taxes                                               3,121              3,121
                                                                       --------           --------
           Total current assets                                          33,002             38,224

PROPERTY, PLANT AND EQUIPMENT - less accumulated
      depreciation of $5,320 and $4,943, respectively                     3,676              3,642

INTANGIBLES AND OTHER ASSETS                                                789                832

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

TOTAL                                                                  $ 38,082           $ 43,313
                                                                       ========           ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts payable                                                 $  2,743           $  5,579
      Accrued liabilities                                                 3,268              4,983
      Accrued payroll and employee benefits                               1,030              1,079
                                                                       --------           --------
           Total liabilities                                              7,041             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                                                            (1,134)              (485)
      Common stock in treasury at cost - 27,476 and 27,970                 (429)              (444)
                                                                       --------           --------
           Total stockholders' equity                                    31,041             31,672
                                                                       --------           --------

TOTAL                                                                  $ 38,082           $ 43,313
                                                                       ========           ========
</TABLE>
See notes to condensed consolidated financial statements
                                       3
<PAGE>
                                 Microtest, Inc.
             Condensed Consolidated Statements of Income (unaudited)
                                 (In thousands)


                                                         Three Months Ended
                                                       ------------------------
                                                       March 29,      March 30,
                                                         1997           1996
                                                       ---------      ---------

TOTAL REVENUES                                         $ 11,113       $ 11,960

TOTAL COST OF SALES                                       4,347          5,001
                                                       --------       --------

GROSS PROFIT                                              6,766          6,959

OPERATING EXPENSES:
      Sales and marketing                                 5,025          3,403
      Research and development                            2,035          1,611
      General and adminstrative                           1,237          1,060
                                                       --------       --------

           Total operating expenses                       8,297          6,074

(LOSS)/INCOME FROM OPERATIONS                            (1,531)           885

INVESTMENT INCOME                                           118            215
                                                       --------       --------

(LOSS)/INCOME BEFORE INCOME TAXES                        (1,413)         1,100

INCOME TAX (BENEFIT)/PROVISION                             (427)           393
                                                       --------       --------

NET (LOSS)/INCOME                                      $   (986)      $    707
                                                       ========       ========

NET (LOSS)/INCOME PER COMMON AND
      EQUIVALENT SHARE                                 $  (0.12)      $   0.09
                                                       ========       ========

SHARES USED IN PER SHARE CALCULATION                      8,095          8,200
                                                       ========       ========

See notes to condensed consolidated financial statements
                                       4
<PAGE>
                                 Microtest, Inc.
           Condensed Consolidated Statements of Cash Flows (unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                              --------------------
                                                                              March 29,   March 30,
                                                                                1997        1996
                                                                              --------    --------
<S>                                                                           <C>         <C>
OPERATING ACTIVITIES:
      Net (loss)/income                                                       $   (986)   $    707
      Adjustments to reconcile net (loss)/income to net cash
         provided by (used in) operating activities:
           Depreciation and amortization                                           529         382
           Changes in operating assets and liabilities:
             Accounts receivable                                                 5,538       3,205
             Inventories                                                        (2,038)        (19)
             Prepaid expenses and other assets                                    (789)         63
             Accounts payable                                                   (2,836)     (1,998)
             Accrued liabilities                                                (1,893)       (598)
             Accrued payroll and employee benefits                                 (50)        182
             Income taxes receivable                                              (219)        396
                                                                              --------    --------

Net cash provided by (used in) operating activities                             (2,744)      2,320

INVESTING ACTIVITIES:
      Purchases of equipment and leasehold improvements                           (411)       (277)
                                                                              --------    --------

Net cash used in investing activities                                             (411)       (277)

FINANCING ACTIVITIES:
      Proceeds from sale of common stock and treasury stock                        354         102
      Reduction in income tax liability from disqualifying dispositions
         of incentive stock options and exercises of non-qualified
         stock options                                                               1        --
                                                                              --------    --------

Net cash provided by financing activities                                          355         102
                                                                              --------    --------

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS                                (2,800)      2,145

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $  7,482    $ 22,052
                                                                              ========    ========
</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
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 ended March 29, 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.

      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)
      1997                                          $  762
      1998                                           1,004
      1999                                             995
      2000                                             842
      2001                                             148
      2002                                              12
      ----                                          ------
      Total minimum rental payments                 $3,763
                                                    ======
                                       6
<PAGE>
      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
(in thousands)                 3/29/97             Change                3/30/96
--------------------------------------------------------------------------------
Total Revenues                $ 11,113             (7.1%)              $ 11,960

During the quarter ended March 29, 1997,  total revenues  decreased  compared to
the quarter ended March 30, 1996 due primarily to a general softness in industry
sales,   which  has  impacted  the  results  of  the  entire  industry  segment.
Additionally, in an effort to lower their inventory levels, two of the Company's
major  distributors  reduced  their  orders  during  the  quarter.  The  Company
currently  believes  that its  second  quarter  operating  results  also will be
adversely affected by the general softness in industry sales.

                              Qtr. End                                  Qtr. End
(in thousands)                 3/29/97             Change                3/30/96
--------------------------------------------------------------------------------
Gross Profit                   $ 6,766             (2.8%)               $ 6,959
% of Total Revenues               60.9%                                    58.2%
--------------------------------------------------------------------------------

Gross profit  decreased  in absolute  dollars but  increased as a percentage  of
total revenues during the three months ended March 29, 1997 compared to the same
period in 1996. The decrease  in  absolute  dollars  is due to the  decrease  in
revenues.  Gross  profit as a percent  of  revenues  improved  during  the first
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.
                                       8
<PAGE>
                              Qtr. End                                  Qtr. End
(in thousands)                 3/29/97             Change                3/30/96
--------------------------------------------------------------------------------
Sales & Marketing              $5,025               47.7%                $3,403
% of Total
 Revenues                        45.2%                                     28.5%
--------------------------------------------------------------------------------

For the quarter ended March 29, 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 as well as costs  resulting from changes made
to the end user direct sales program.  The Company  restructured its sales force
during the first  quarter of 1997 to fully  integrate  Logicraft  into the sales
mix.  Costs  relating  to this  restructuring  totaled  approximately  $189,000.
Additionally,  the Company reduced its discount  structure,  as mentioned above,
and has experienced increased sales commissions as a result.

                              Qtr. End                                  Qtr. End
(in thousands)                 3/29/97             Change                3/30/96
--------------------------------------------------------------------------------
Research & Development         $2,035               26.3%                $1,611
% of Total
 Revenues                        18.3%                                     13.5%
--------------------------------------------------------------------------------

Research  and  development  expenses  increased  in  absolute  dollars  and as a
percentage of total revenues in the quarter ended March 29, 1997,  compared with
the same period 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 first  quarter of 1996.  During the first  quarter,  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
(in thousands)                 3/29/97             Change                3/30/96
--------------------------------------------------------------------------------
General & Administrative       $1,237               16.7%                $1,060
% of Total
Revenues                        11.1%                                       8.9%
--------------------------------------------------------------------------------

General and administrative  expenses increased in both absolute dollars and as a
percentage  of total  revenues  during the first  quarter  ended March 29, 1997,
compared to the same period in 1996.  This  increase is mainly the result of the
increase in personnel and other  administrative  costs attributable to Logicraft
acquired during the fourth quarter of 1996.
                                       9
<PAGE>
                              Qtr. End                                  Qtr. End
(in thousands)                 3/29/97             Change                3/30/96
--------------------------------------------------------------------------------
Income Taxes                   $(427)             (208.7%)                $393

Effective Tax Rate              30.2%                                     35.7%
--------------------------------------------------------------------------------

The Company's effective tax rate experienced a decrease during the first quarter
ended  March  29,  1997,  compared  to the same  period  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
ended March 30, 1996, was reinstituted in the third quarter of 1996.

                              Qtr. End                                  Qtr. End
(in thousands)                 3/29/97             Change               3/30/96
--------------------------------------------------------------------------------
Net (Loss)/Income              $(986)             (239.5%)                $707
% of Total
 Revenues                       (8.9%)                                     5.9%
--------------------------------------------------------------------------------

Net  (loss)/income  decreased in both  absolute  dollars and as a percentage  of
total revenues for the first quarter of 1997 as compared to the first quarter of
1996.  This  decrease is due  primarily  to 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  March  29,  1997,  the  Company  had cash and cash
equivalents  of $7.5 million.  This  represents a $2.8 million  decrease in cash
equivalents  during the three  months  ended March 29,  1997,  due  primarily to
increases in inventory  resulting from lower than expected sales. As a result of
the use of cash and cash equivalents over the past two quarters,  the Company is
negotiating to obtain a $10 million  unsecured  revolving credit facility with a
bank which will be used for general corporate and working capital purposes.


PART II.  OTHER INFORMATION

Item 1 - Legal Proceedings

           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.
                                       10
<PAGE>
et al., Cause No.  CV96-16655 and Richard Fluegel et al. v.  Microtest,  Inc. et
al., Cause 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

      None

Item 5. - Other Information

      None

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
      March 29, 1997.  On March 3, 1997,  the Company  filed an amendment to its
      Current  Report  on Form 8-K dated  December  17,  1996,  to  include  the
      required  financial and pro forma  financial  information  concerning  the
      acquisition of Logicraft Information Systems, Inc.
                                       11
<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: May 12, 1997                           /s/ Richard G. Meise
                                             --------------------------------
                                                  Richard G. Meise
                                                  Chief Executive Officer




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