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



                               SEPTEMBER 28, 1998
                        (Date of Earliest Event Reported)



                              CERPROBE CORPORATION
             (Exact name of registrant as specified in its charter)



                         COMMISSION FILE NUMBER 0-11370


         DELAWARE                                        86-0312814
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or jurisdiction)



               1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA 85233
                    (Address of principal executive offices)

Item 5. On September 28, 1998,  Cerprobe  Corporation issued the following press
release:


                                  PRESS RELEASE

September 28, 1998                                   Contact:  Randal L. Buness



Gilbert, Arizona,  September 28, 1998 -- The Company announced that the Board of
Directors  of  Cerprobe  Corporation  approved  the  declaration  of a  dividend
distribution of one Preferred Share Purchase Right on each outstanding  share of
its Common Stock. Each Right will entitle shareholders to buy one one-thousandth
of a share of newly created Series A Junior Participating Preferred Stock of the
Company at an exercise price of $110. The Rights will be exercisable if a person
or group  hereafter  acquires  15% or more of the Common Stock of the Company or
announces  a tender  offer  for 15% or more of the  Common  Stock.  The Board of
Directors  will be  entitled  to redeem  the Rights at one cent per Right at any
time before any such person  hereafter  acquires 15% or more of the  outstanding
Common Stock.

The Rights are not being  distributed  in  response  to any  specific  effort to
acquire the Company.  The Rights are designed to assure that all shareholders of
the  Company  receive  fair and equal  treatment  in the  event of any  proposed
takeover of the Company and to guard against partial tender offers,  open market
accumulations  and other tactics designed to gain control of the Company without
paying all shareholders a fair price.

If a person  hereafter  acquires 15% or more of the outstanding  Common Stock of
the  Company,  each Right will  entitle its holder to  purchase,  at the Right's
exercise price, a number of shares of Common Stock having a market value at that
time of twice the  Right's  exercise  price.  Rights held by the 15% holder will
become  void and will not be  exercisable  to  purchase  shares  at the  bargain
purchase  price.  If the  Company  is  acquired  in a merger  or other  business
combination  transaction  after a person  acquires 15% or more of the  Company's
Common  Stock,  each Right will entitle its holder to  purchase,  at the Right's
then-current  exercise price, a number of the acquiring  company's common shares
having a market value at that time of twice the Right's exercise price.

The dividend  distribution  will be payable to  shareholders of record as of the
close of business on October 8, 1998.  The Rights will expire in ten years.  The
Rights distribution is not taxable to shareholders.


                                   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 hereunto duly authorized.

Date:  October 2, 1998                               Cerprobe Corporation



                                                     By:  s/ C. ZANE CLOSE
                                                       ---------------------
                                                     Name:  C. Zane Close
                                                     Title:  President and Chief
                                                              Executive Officer