Abstract: A probe system for probing a device under test (DUT) includes a DUT support chuck for holding the DUT. A plurality of flexible probe needles are positioned along a "Z" axis that extends orthogonally from the surface of the DUT. Each probe needle is movable with respect to the DUT support chuck. A motor provides for relative movement, at least along the Z axis, between the probe needles and the DUT support chuck. A variable focus imaging system is positioned along the Z axis and provides image signals to a control processor. The control processor causes the variable focus imaging system to image the surface of the DUT and at least one probe needle. The control processor is responsive to a determined distance between focal planes containing the DUT surface and probe needle to cause the motor to move the probe needle and the DUT surface into physical engagement.