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<SEC-DOCUMENT>0000927356-97-000066.txt : 19970127
<SEC-HEADER>0000927356-97-000066.hdr.sgml : 19970127
ACCESSION NUMBER:		0000927356-97-000066
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19970124
ITEM INFORMATION:		Other events
FILED AS OF DATE:		19970124
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRO DEX INC
		CENTRAL INDEX KEY:			0000788920
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047]
		IRS NUMBER:				942561543
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14942
		FILM NUMBER:		97510386

	BUSINESS ADDRESS:	
		STREET 1:		1401 WALNUT STREET STE 500
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80302-5333
		BUSINESS PHONE:		3034438165

	MAIL ADDRESS:	
		STREET 1:		1401 WALNUT STREET
		STREET 2:		SUITE 540
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80302
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-K


             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                       Date of Report:  January 24 1997



                                 PRO-DEX, INC.
                                --------------
            (Exact Name of Registrant as Specified in this Charter)


                          Commission File No. 0-14942




 
                  Colorado                          84-1261240
        -------------------------------        ----------------------
        (State or other Jurisdiction of          (I.R.S. Employer
        Incorporation or Organization)         Identification Number)
 


               1401 Walnut Street, Suite 540, Boulder, CO  80302
         ------------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)


      Registrant's Telephone Number, Including Area Code:  (303) 443-6136
<PAGE>
 
                   INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 1.  Changes in Control of Registrant.  None.
         --------------------------------        

ITEM 2.  Acquisition or Disposition of Assets.  None.
         ------------------------------------        

ITEM 3.  Bankruptcy or Receivership.  None.
         --------------------------        

ITEM 4.  Changes in Registrant's Certifying Registered Accountant.  None.
         --------------------------------------------------------        

ITEM 5.  Other Events.  The following events have occurred with respect to
         ------------                                                     
         Registrant:

         Registrant's Board of Directors has accepted the resignation of
Charles E. Strait from the Board of Directors and from his position as President
of the Registrant effective January 22, 1997.  Mr. Strait advised the Board at 
a regularly scheduled meeting held January 22, 1997 that current health problems
have made it increasingly difficult for him to perform his duties as President
and as a Director and therefore he deemed it advisable to tender his
resignation.  Mr. Strait commenced service on the Board of Directors on 26 July
1995 and was elected to serve until June 30, 1998.  He resigns prior to the
expiration of that term.. The Board of Directors has commenced a search for a
successor Director and President. Mr. Kent E. Searl, currently the Chairman of
the Board and Chief Executive Officer of the Registrant, will serve as acting
President until a successor can be qualified and elected.

ITEM 6.  Resignation of Registrant's Directors.  See Item 5.
         -------------------------------------               

ITEM 7.  Financial Statements and Exhibits.  None.
         ---------------------------------        

ITEM 8.  Changes in Fiscal Year.  None.
         ----------------------        
<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                       PRO-DEX, INC.



                                       By:  /s/________________________________
                                            George J. Isaac, Vice President and
                                            Chief Financial Officer

January 24, 1997
- ----------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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