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<SEC-DOCUMENT>0000788920-97-000014.txt : 19970613
<SEC-HEADER>0000788920-97-000014.hdr.sgml : 19970613
ACCESSION NUMBER:		0000788920-97-000014
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19970612
ITEM INFORMATION:		Acquisition or disposition of assets
FILED AS OF DATE:		19970612
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:		97622977

	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: June 12, 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             (I.R.S. Employer
     of Incorporation or                  Identification
        Organization)                         Number)

                              
                              
   1401 Walnut Street, Suite 540, Boulder, Colorado 80302
 (Address Of Principal Executive Offices, Including Zip Code)
                              
                              
                              
                              
               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  June 11, 1997, consistent with the decision of  its
Board of Directors, the Registrant completed the sale of  its
dental   clinic   management  operation   in   California.The
transaction  pursuant  to  which  the  assets,  with  certain
exceptions to include the accounts receivable, were  sold  to
Professional Dental Management, L.L.C., a California  Limited
Liability  Company whose managing member was  previously  the
President of the Registrant's subsidiary and former  Director
of   the   Registrant,  provides  that  Professional   Dental
Management, L.L.C. assume approximately $670,000.00  of  Pro-
Dex   Management,  Inc.  liabilities  in  exchange  for   the
inventory,  property,  and equipment  of  the  dental  clinic
management company. Pro-Dex Management, Inc. will retain  its
accounts  receivable  in  the  amount  of  approximately  1.8
million dollars which will be collected over the next 12 - 24
months with the assistance of Professional Dental Management,
Inc.  The losses from operations of Pro-Dex Management,  Inc.
have  been  reported  on  a  discontinued  basis  since   the
announcement  by the Registrant's Board of Directors  of  its
intent to sell the assets of its wholly owned subsidiary.


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




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