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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000788920-99-000002.txt : 19990316
<SEC-HEADER>0000788920-99-000002.hdr.sgml : 19990316
ACCESSION NUMBER:		0000788920-99-000002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19990630
ITEM INFORMATION:		
FILED AS OF DATE:		19990315

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:		
		SEC FILE NUMBER:	000-14942
		FILM NUMBER:		99564497

	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: March 12, 1999


                            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 March 8, 1999, the Registrant distributed shares of Pro-Dex, Inc.
common stock owned by the Micro Motors Employee Ownership Plan (the "Plan").
The Registrant previously made application for and received a favorable
determination from the Internal Revenue Service with respect to the
termination of the Plan and distribution of its shares.  The shares,
acquired by the Plan in conjunction with the 1995 merger of Micro Motors,
Inc. into a wholly owned subsidiary of the Registrant, were issued without
restriction to non-affiliate participants.  Of the 1,042,195 shares
transferred to participants, 481,513 are held by affiliates of the 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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