MICROTEST, INC.
                                   EXHIBIT 99

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

     In  passing  the  Private  Securities  Litigation  Reform  Act of 1995 (the
"PSLRA"),   Congress  encouraged  public  companies  to  make   "forward-looking
statements"(1)  by creating a safe-harbor to protect  companies from  securities
law liability in connection with  forward-looking  statements.  Microtest,  Inc.
(the  "Company"  or  "Microtest")  intends to qualify  both its written and oral
forward-looking statements for protection under the PSLRA.

     To qualify oral forward-looking  statements for protection under the PSLRA,
a readily available written document must identify  important factors that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements.  Microtest provides the following information in connection with its
continuing  effort to qualify  forward-looking  statements  for the safe  harbor
protection of the PSLRA.

     Important  factors  currently  known to management  that could cause actual
results to differ materially from those in forward-looking  statements  include,
but are not limited to, the following:  (i) changes in the Company's product and
customer  mix;  (ii)  introduction  of  new  products  by  the  Company  or  its
competitors;  (iii)  pricing  pressures  and economic  conditions  in the United
States,  Europe and the Pacific Rim; (iv) the economic condition of the computer
industry;  (v) failure of the Company to continue to enhance its current product
line and to continue to develop and  introduce  new products that keep pace with
competitive product  introductions and technological  advances,  satisfy diverse
and evolving customer requirements, or otherwise achieve market acceptance; (vi)
loss of or reduction in purchases by certain of the Company's  distributors  and
VARs;  (viii) any reduction in sales of the Company's  PentaScanner  or DiscPort
products from which the Company derives  substantially all of its revenue;  (ix)
the  inability  of the  Company to  accurately  monitor  end user demand for its
products;  (x)  unanticipated  product returns to the extent such returns exceed
the Company's  reserves;  (xi) the cost, quality and availability of third-party
components used in the Company's systems; (xii) the loss of any of the Company's
third-party  manufacturers or key suppliers;  (xiii) any disruption or reduction
in the future supply of key components  currently obtained from limited sources;
(xiv)  defects in the  Company's  products  that could  cause  delays in product
introductions  and  shipments,  cause  loss of or delays  in market  acceptance,
result in increased  costs,  require  design  modifications  or impair  customer
satisfaction;  (xv) inventory  writedowns,  product returns or price  protection
credits that exceed the Company's estimates;  (xvi) the inability of the Company
to expand its international operations in a timely and cost effective manner, as
well as other risks in conducting business  internationally;  (xvii) recruiting,
hiring and  retaining  the  services of key  engineering,  sales and  marketing,
management  and  manufacturing  personnel;  (xviii)  failure  of the  Company to

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(1)  "Forward-looking  statements"  can be  identified  by use of words  such as
     "expect,"  "believe,"  "estimate,"  "project,"  "forecast,"   "anticipate,"
     "plan," and similar expressions.
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protect its proprietary information and technology;  and (xviv) the inability of
the Company or failure of the Company's vendors to become year 2000 complaint.

     Forward-looking  statements  express  expectations  of future  events.  All
forward-looking statements are inherently uncertain as they are based on various
expectations  and assumptions  concerning  future events and they are subject to
numerous  known and unknown  risks and  uncertainties  which could cause  actual
events or  results  to differ  materially  from  those  projected.  Due to these
inherent  uncertainties,  the  investment  community is urged not to place undue
reliance on forward-looking  statements.  In addition,  Microtest  undertakes no
obligation to update or revise  forward-looking  statements  to reflect  changed
assumptions,  the occurrence of  unanticipated  events or changes to projections
over time.