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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000788920-97-000017.txt : 19970804
<SEC-HEADER>0000788920-97-000017.hdr.sgml : 19970804
ACCESSION NUMBER:		0000788920-97-000017
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19970630
ITEM INFORMATION:		Other events
FILED AS OF DATE:		19970801
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:				841261240
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14942
		FILM NUMBER:		97650435

	BUSINESS ADDRESS:	
		STREET 1:		1401 WALNUT ST 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:  August 1, 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.  None.

ITEM 3.  Bankruptcy or Receivership.  None.

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

ITEM 5.  Other Events.

       On   9  July  1997,  Cottrell  Ltd.,  Englewood,  Colorado
("Cottrell") filed a civil action in the U.S. District Court  for
the  District  of  Colorado against Biotrol  International,  Inc.
("Biotrol"),  a  wholly  owned  subsidiary  of  Registrant,   and
Registrant.   The complaint demands that Biotrol (and Registrant)
stop   advertising   and  selling  hard  surface   cleaners   and
disinfectants  under labels Cottrell alleges contain  exaggerated
claims.   The  complaint seeks compensation for lost profits  and
other compensation in an amount to be determined at trial.

      Both Biotrol and Cottrell sell cleaning solutions to dental
dealers.   The  products  are used to disinfect  countertops  and
other  hard  surfaces in dental offices.  The U.S.  Environmental
Protection  Agency  ("EPA") regulates such products  and  reviews
advertising  and  labeling  claims made  about  the  products  by
manufacturers.   The  thrust  of the action  involves  a  Biotrol
product  identified as "Birex se".  Cottrell's  complaint  alleges
that, according to EPA standards, Birex se should be used the same
day it is mixed.  Cottrell makes a competing product that must be
used the same day it is mixed, according to its label.

      Registrant's  management  is  currently  investigating  the
claims  and  intends  to vigorously defend  against  the  action.
Based on Registrant's current understanding of the relevant facts
and  law,  management does not expect that the outcome  of  these
legal  proceedings  will have a material adverse  effect  on  the
consolidated financial condition, operating results or  liquidity
of Registrant.

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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