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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report
                        (Date of earliest event reported)
                               September 27, 2006

                                  PRO-DEX, INC.
             (Exact name of registrant as specified in its charter)

            COLORADO                    0-14942               84-1261240
  (State or other jurisdiction        (Commission            (IRS Employer
       of incorporation)              File Number)       Identification Number)

                            151 East Columbine Avenue
                           Santa Ana, California 92707
                    (Address of Principal Executive Offices)

                                 (714) 241-4411
              (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions ( see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        The information in this Form 8-K and the Exhibits attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.

        On September 27, 2006, Pro-Dex, Inc. issued a press release announcing
its financial performance for the fourth quarter period and fiscal 2006 results.
On that same date, Pro-Dex, Inc. conducted a conference call concerning its
performance for the fourth quarter period and fiscal 2006. A copy of the news
release is attached to this Form 8-K as Exhibit 99.1.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(d)   Exhibits.

        Exhibit 99.1 Press release dated September 27, 2006 of Pro-Dex Inc.

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                                   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.

Date: September 27, 2006                             PRO-DEX, INC (REGISTRANT).


                                                     By: /s/  Mark P. Murphy
                                                         -----------------------
                                                         Mark P. Murphy
                                                         Chief Executive Officer

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                                INDEX TO EXHIBITS

EXHIBIT
NUMBER     DESCRIPTION
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 99.1      Press Release dated September 27, 2006

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