SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


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                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    January 18, 1996
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                              CerProbe Corporation
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               (Exact name of Registrant as specified in charter)


         Delaware                      0-11370                   86-0312814
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(State or other jurisdiction         (Commission                (IRS Employer
         of incorporation)           File Number)            Identification No.)


600 South Rockford Drive, Tempe, Arizona                85281
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(Address of principal executive office)              (Zip Code)


Registrant's telephone number, including area code:  (602) 967-7885
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                          ITEM 5. PURSUANT TO RULE 135C
For Further Information:

Cerprobe                                          Coffin o KCSA
600 South Rockford Drive                          15300 Ventura Blvd., Suite 303
Tempe, AZ  85281                                  Sherman Oaks, CA  91403
(602) 497-4200                                    (818) 789-0100
CONTACT: Jacque Stewart                           CONTACT: William F. Coffin
         Investor Relations                                President


For Immediate Release:
January 18, 1996

      CERPROBE ANNOUNCES A SALE OF $10 MILLION CONVERTIBLE PREFERRED STOCK


Tempe, AZ, January 18, 1996...Cerprobe Corporation (NASDAQ:CRPB) announced today
the  successful  placement  of  $10  million  in  convertible   preferred  stock
("preferred stock") to a group of institutional investors.

The preferred stock accretes at a 6% annual rate and the preferred  stockholders
may convert to common stock of the company at either  $16.55 per share or 90% of
the average five day closing price prior to the conversion date. The company has
redemption  rights prior to conversion.  The securities have not been registered
under the  Securities  Act of 1933 and may not be  offered or sold in the United
States without registration or an exemption.

Cerprobe   presently  has   approximately   5,000,000  shares  of  common  stock
outstanding on a fully diluted  basis.  Full  conversion of the preferred  stock
will  result  in the  issuance  of a maximum  of  800,000  additional  shares of
Cerprobe common stock.

C. Zane Close,  President and Chief Executive Officer of Cerprobe,  commented on
the  preferred  stock  sale  saying,  "We are  pleased  to have  completed  this
financing on favorable terms to the company and our shareholders. We have stated
previously management's goal to grow rapidly through both internal expansion and
also through acquisitions and strategic alliances.  This equity financing allows
us to execute this strategy and not be constrained by capital limitations."

"Cerprobe  is  currently  growing  at a  rapid  rate in both  our  domestic  and
international markets. We have opened a modern probe card manufacturing facility
in East  Kilbride,  Scotland,  and are  currently  in the  process  of opening a
manufacturing  and sales  office in  Singapore to serve the growing Asia Pacific
market. In addition we continue to see excellent investment opportunities in the
domestic  marketplace  during a period  of  anticipated  future  growth  for the
company's  line of products.  We are delighted that our new  stockholders  share
this vision and market opportunity."
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"Management's  objective  is to utilize the proceeds of this  financing  for the
purpose of internal  capital needs, as well as  acquisitions  during 1996," said
Mr. Close.

Cerprobe develops and manufactures  products for the high performance testing of
integrated  circuits and  microelectronics  components  and markets its products
worldwide to semiconductor  manufacturers.  The  Arizona-based  company operates
manufacturing  facilities in Tempe and Chandler,  Arizona; San Jose, California;
Austin,  Texas;  and  Westboro,  Massachusetts.  The  Company  also  operates  a
wholly-owned subsidiary, Cerprobe Europe, Limited in East Kilbride, Scotland and
handles  international  sales  through a network of  distributors  and  licensed
facilities.


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                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                        CERPROBE CORPORATION




Dated as of January 24, 1996                            By:  /s/C. Zane Close
                                                             -----------------
                                                             C. Zane Close
                                                             President & C.E.O.







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