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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000788920-97-000010.txt : 19970502
<SEC-HEADER>0000788920-97-000010.hdr.sgml : 19970502
ACCESSION NUMBER:		0000788920-97-000010
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19970430
ITEM INFORMATION:		Changes in control of registrant
FILED AS OF DATE:		19970501
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:		97592577

	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
<TEXT>



               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:  April 30, 1997                          
                                
                                
                                
                          PRO-DEX, INC.
     (Exact Name of Registrant as Specified in its Charter)
                                
                                
               Commission File Number     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, Colorado 80302
- --------------------------------------------------------------
    (Address Of Principal Executive Offices, Including Zip
   
   
Registrant's Telephone Number, Including Area Code:(303) 443-6136





          INFORMATION TO BE INCLUDED IN THE REPORT

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

ITEM 2.  Acquisition or Disposition of Assets.

     On April 25, 1997, consistent with the decision of it's
Board  of  Directors as announced on February 12, 1997,  the
Registrant completed  the  unwinding  of  the  transaction
pursuant to which the Registrant acquired the assets of Pnu-Light
Tool Works, Inc., a Missouri corporation,including United States
patent No. 5,267,129 entitled "Pneumatic Lighting Apparatus". The
anticipated   synergy   between    the Registrant's   Pnu-Light,
Inc.  and  Micro   Motors,   Inc. subsidiaries  did not meet
expectations, and, therefore,  in accordance with the procedures
set forth in the May 11, 1996 Asset  Purchase Agreement between
Registrant  and  Pnu-Light Tool Works, Inc., Martech, Inc., the
survivor of  Pnu-Light Tool Works, Inc., has re-conveyed to
Registrant all 368,483 shares  of Registrant's common stock
that  were  issued  to Martech, Inc.pursuant to the Asset
Purchase Agreement, and, Registrant, in exchange, assigned
United States  Patent  No. 5,267,129  to Martech, Inc.  Pursuant
to the Asset  Purchase Agreement, the Registrant will retain a
non-exclusive, fully paid,  world wide license to the technology
as well  as  the proprietary   information  developed  since  the
date   of acquisition.

ITEM 3.  Bankruptcy or Receivership.  None.

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

ITEM 5.  Other Events.  None.

ITEM 6.  Resignation of Registrant's Directors.  None.

ITEM 7.  Financial Statements and Exhibits.  None.

ITEM 8.  Changes in Fiscal Year.  None.


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.

                              PRO-DEX, INC.
                            
                              ____________________________________
                              George J. Isaac
                              Chief Financial Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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