INTEST CORP — Director's Dealing 2004

Oct 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEST CORP (INTT)
CIK: 0001036262
Period of Report: 2004-10-06

Reporting Person: MATTHIESSEN ROBERT E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-06	Common Stock	M	1000	$3.04	Acquired	62419	Direct
2004-10-06	Common Stock	S	1000	$9	Disposed	61419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-06	Employee Stock Option (Right to Buy)	$3.04	M	1000	Disposed	2013-02-24	Common Stock (1000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61618	Indirect

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 18, 2004.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: The option was 50% vested upon grant, with the remaining 50% vesting in annual increments of 25% each beginning February 24, 2004.