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 and Europe;  (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; (vii)
any reduction in sales of the Company's  PentaScanner or DiscPort  products from
which the Company derives substantially all of its revenue; (viii) the inability
of the Company to  accurately  monitor end user  demand for its  products;  (ix)
unanticipated  product  returns to the extent such returns  exceed the Company's
reserves;  (x) the cost, quality and availability of third-party components used
in the  Company's  systems;  (xi) the loss of any of the  Company's  third-party
manufacturers or key suppliers;  (xii) any disruption or reduction in the future
supply of key components currently obtained from limited sources; (xiii) 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;  (xiv)
inventory  writedowns,  product returns or price protection  credits that exceed
the  Company's  estimates;  (xv) 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;  (xvi)  recruiting,  hiring and
retaining the services of key engineering,  sales and marketing,  management and
manufacturing  personnel;  (xvii)  the  failure of the  Company  to protect  its
proprietary information and technology; and (xviii) the inability of the Company
to collect a significant amount of the outstanding accounts receivable.

----------------------
1  "Forward-looking  statements"  can be  identified  by use of  words  such  as
"expect," "believe," "estimate,"  "project,"  "forecast,"  "anticipate," "plan,"
and similar expressions.
                                       15
<PAGE>
         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.
                                       16