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<SEC-DOCUMENT>0000950116-05-003711.txt : 20051202
<SEC-HEADER>0000950116-05-003711.hdr.sgml : 20051202
<ACCEPTANCE-DATETIME>20051202162317
ACCESSION NUMBER:		0000950116-05-003711
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051202
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051202
DATE AS OF CHANGE:		20051202

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTEST CORP
		CENTRAL INDEX KEY:			0001036262
		STANDARD INDUSTRIAL CLASSIFICATION:	INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
		IRS NUMBER:				222370659
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22529
		FILM NUMBER:		051241135

	BUSINESS ADDRESS:	
		STREET 1:		7 ESTERBROOK LANE
		CITY:			CHERRY HILL
		STATE:			NJ
		ZIP:			08003
		BUSINESS PHONE:		856-424-6886

	MAIL ADDRESS:	
		STREET 1:		7 ESTERBROOK LANE
		CITY:			CHERRY HILL
		STATE:			NJ
		ZIP:			08003
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>eight-k.txt
<DESCRIPTION>8-K
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                December 2, 2005
                             ----------------------
                Date of Report (Date of earliest event reported)

                               inTEST CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
            DELAWARE                          0-22529                    22-2370659
 --------------------------------           ------------            --------------------
<S>                                             <C>                         <C>
 (State or other jurisdiction of            (Commission               (I.R.S. Employer
         incorporation)                     File Number)             Identification No.)
</TABLE>


                7 ESTERBROOK LANE, CHERRY HILL, NEW JERSEY 08003
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (856) 424-6886
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                      N/A
          -------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a- 12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>


ITEM 7.01 REGULATION FD DISCLOSURE

         On December 2, 2005, inTEST Corporation (the "Company") reported that
Forms 144 that were filed with the Securities and Exchange Commission for
several executive officers and a director substantially overstated the number of
shares that were to be sold in the ninety days following the filing of such
Forms 144. Details regarding this report are set forth in the Company's press
release dated December 2, 2005 which is attached as Exhibit 99.1 to this Current
Report on Form 8-K ("Form 8-K") and incorporated herein by reference.

          The information in this Item 7.01 of this Form 8-K and the Exhibit
99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in such filing.

ITEM 9.01 EXHIBITS

- ----------------------- ------------------------------------------------
     EXHIBIT NO.                    DESCRIPTION
- ----------------------- ------------------------------------------------
         99.1           Press release, dated December 2, 2005.
- ----------------------- ------------------------------------------------


                                       2
<PAGE>



                                    SIGNATURE

         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 hereunto duly authorized.


Date: December 2, 2005                   inTEST CORPORATION


                                         By:  /s/ Hugh T. Regan, Jr.
                                            ---------------------------
                                              Hugh T. Regan, Jr.
                                              Secretary, Treasurer and
                                              Chief Financial Officer


                                       3
<PAGE>


                                  EXHIBIT INDEX

- ----------------------- ---------------------------------------------
     EXHIBIT NO.                      DESCRIPTION
- ----------------------- ---------------------------------------------
         99.1           Press release, dated December 2, 2005.
- ----------------------- ---------------------------------------------


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

[inTEST News Release Letterhead]

             inTEST REPORTS INCORRECT INFORMATION IN FORMS 144 FILED
                  ON BEHALF OF EXECUTIVE OFFICERS AND DIRECTOR


CHERRY HILL, NJ, December 2, 2005 - inTEST Corporation (Nasdaq: INTT), an
independent designer, manufacturer and marketer of semiconductor automatic test
equipment (ATE) interface solutions and temperature management products, today
reported that Forms 144 that were filed with the Securities and Exchange
Commission for several executive officers and a director substantially
overstated the number of shares that were to be sold in the ninety days
following the filing of such Forms 144. The Forms 144 were filed on behalf of
these executive officers and director by their broker in connection with sales
that were to be executed under 10b5-1 trading plans. Amended Forms 144 will be
filed as soon as possible.

The Forms 144 should have reported as planned sales such number of shares that
were designated to be sold by such officers upon the vesting of shares of
restricted stock that had been awarded last year. Twenty-five percent (25%) of
these shares vested on November 23, 2005, at which time the value of the vested
shares became taxable income to the recipients. In order to obtain the funds to
pay the income taxes that became due upon the vesting of such shares, the
following officers and director had each entered into 10b5-1 trading plans in
August 2005 that directed the sale of a portion of the shares when they vested:
Robert E. Matthiessen, CEO, Hugh T. Regan, Jr., CFO, James Pelrin, General
Manager - Temperature Management Product Segment, Daniel J. Graham, General
Manager - Manipulator and Docking Hardware Product Segment and Stuart F.
Daniels, a director. Such trading plans were designed to comply with the rules
and regulations of the Securities and Exchange Commission.

The amended Forms 144 will restate the number of shares each of these persons
planned to sell as follows:

<TABLE>
<CAPTION>
- ---------------------------- ------------------------------- ----------------------------- ---------------------------
                                                               # OF SHARES THAT SHOULD
                                # OF SHARES REPORTED AS         HAVE BEEN REPORTED AS      RESTRICTED SHARES VESTED
     OFFICER/DIRECTOR                PLANNED SALES                  PLANNED SALES               ON NOV. 23, 2005
- ---------------------------- ------------------------------- ----------------------------- ---------------------------
<S>                                            <C>                       <C>                           <C>
     Matthiessen                               141,500                   2,200                         8,750
- ---------------------------- ------------------------------- ----------------------------- ---------------------------
     Regan                                      13,750                   1,250                         5,000
- ---------------------------- ------------------------------- ----------------------------- ---------------------------
     Pelrin                                     30,000                   1,275                         5,000
- ---------------------------- ------------------------------- ----------------------------- ---------------------------
     Graham                                    130,000                   1,250                         5,000
- ---------------------------- ------------------------------- ----------------------------- ---------------------------
     Daniels                                    27,000                     500                         3,000
- ---------------------------- ------------------------------- ----------------------------- ---------------------------
</TABLE>


Alyn Holt, Chairman of the Board, commented, "It is extremely unfortunate that
these Forms 144 were filed as they were, suggesting that our officers and
directors are not fully behind the company, when each of these individuals
continues to hold substantially all of the restricted shares that vested last
month."


<PAGE>

ABOUT inTEST CORPORATION


inTEST Corporation is an independent designer, manufacturer and marketer of ATE
interface solutions and temperature management products, which are used by
semiconductor manufacturers to perform final testing of integrated circuits
(ICs) and wafers. The Company's high-performance products are designed to enable
semiconductor manufacturers to improve the speed, reliability, efficiency and
profitability of IC test processes. Specific products include positioner and
docking hardware products, temperature management systems and customized
interface solutions. The Company has established strong relationships with
semiconductor manufacturers globally, which it supports through a network of
local offices. For more information visit WWW.INTEST.COM.

CONTACTS:

Hugh T. Regan, Jr., Treasurer and Chief Financial Officer, inTEST Corporation
856-424-6886, ext 201.
David Pasquale, 646-536-7006, or Abbas Qasim, 646-536-7014
Both of The Ruth Group, www.TheRuthGroup.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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