SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

                                 SCHEDULE 13D
                                (Amendment No. 1)

                   Under the Securities Exchange Act of 1934

                              inTEST CORPORATION
                               (Name of Issuer)

                         Common Stock, Par Value $.01
                        (Title of Class of Securities)

                                  461147100
                                (CUSIP Number)

                            Peter A. Nussbaum, Esq.
                           Schulte Roth & Zabel LLP
                              900 Third Avenue
                           New York, New York 10022
                                (212) 756-2000
                 (Name, address and telephone number of person
               authorized to receive notices and communications)

                               November 26, 1997
            (Date of event which requires filing of this statement)

      If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following 
box  [ ]. 

      Check the following box if a fee is being paid with the statement  [  ]. 
(A fee is not required only if the reporting person:  (1) has a previous 
statement on file reporting beneficial ownership of more than five percent of 
the class of securities described in Item 1; and (2) has filed no amendment 
subsequent thereto reporting beneficial ownership of five percent or less of 
such class.)  (See Rule 13d-7.) 

      NOTE:  Six copies of this statement, including all exhibits, should be 
filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies 
are to be sent.

     The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act 
of 1934 ("Act") or otherwise subject to the liabilities of that section of the 
Act but shall be subject to all other provisions of the Act (however, see 
the Notes).  




SCHEDULE 13D/A  

CUSIP No. 461147100                                         Page 2 of 14 Pages

      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    VGH Partners, L.L.C.               
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    WC       OO
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        121,400
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON            
    WITH       10   SHARED DISPOSITIVE POWER  
                     121,400
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    121,400
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    2.1%  
                 
     14        TYPE OF REPORTING PERSON*  
                    OO  






                                                           Page 10 of 14 Pages

            (iii)  Messrs. Vinik, Gordon and Hostetter each directly owns no 
shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, 
each may be deemed to beneficially own the 121,400 shares beneficially owned
by Vinik Partners, the 161,100 shares beneficially owned by Vinik Overseas,
and the 9,400 shares beneficially owned by the Discretionary Account.  
Such shares total 291,900 shares of Common Stock, constituting approximately
4.9% of the shares outstanding.
            (iv)  VGH owns directly no shares of Common Stock.  By reason 
of the provisions of Rule 13d-3 of the Act, VGH may be deemed to own 
beneficially the 121,400 shares beneficially owned by Vinik Partners,
constituting approximately 2.1% of the shares outstanding.
            (v)  VAM LLC owns directly no shares of Common Stock.  By reasons
of the provisions of Rule 13d-3 of the Act, VAM LLC may be deemed to own the
161,100 shares beneficially owned by Vinik Overseas and the 9,400 shares 
beneficially owned by the Discretionary Account.  When the shares beneficially
owned by Vinik Overseas and the Discretionary Account are aggregated they
total 170,500 shares of Common Stock, constituting approximately 2.9% of 
the shares outstanding.
            (vi)  In the aggregate, the Reporting Persons beneficially
own a total of 291,900 shares of Common Stock, constituting approximately
4.9% of the shares outstanding. 

                       *           *            *                          

The following paragraph of Item 5 is hereby supplemented as follows:

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (c)   The trading dates, number of shares of Common Stock purchased or 
sold and price per share for all transactions in the Common Stock since 
those reported in Schedule 13D filed on August 29, 1997 to November 28, 1997
by Vinik Partners and by VAM LP, on behalf of Vinik Overseas and the 
Discretionary Account, are set forth in Schedules A, B and C.

                    *              *              *                            

The following paragraph is hereby added to Item 5:

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

      (e)   As of November 26, 1997 the Reporting Persons ceased to be the 
beneficial owners of more than five percent of the Company's Common Stock.








                                                           Page 11 of 14 Pages

                                    SIGNATURES

      After reasonable inquiry and to the best of our knowledge and belief, 
the undersigned certify that the information set forth in this statement is 
true, complete and correct.

DATED:  December 1, 1997            /s/ Jeffrey N. Vinik,
                    .               JEFFREY N. VINIK, individually
                                    and as senior managing member of
                                    VGH Partners, L.L.C., on behalf
                                    of VINIK PARTNERS, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of Vinik Asset Management, L.L.C.,
                                    on behalf of VINIK ASSET MANAGEMENT, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of VGH PARTNERS, L.L.C. and
                                    VINIK ASSET MANAGEMENT, L.L.C.

                                    /s/ Michael S. Gordon, individually
                                    MICHAEL S. GORDON

                                    /s/ Mark D. Hostetter, individually
                                    MARK D. HOSTETTER