8-K

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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)
                                 April 12, 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

On April 17, 2006, the Company issued a press release disclosing, among other
things, that the Company completed its third quarter with an open order backlog
of more than $10 million, including over $9 million deliverable within the next
12 months. A copy of the press release is attached to this Form 8-K as Exhibit
99.1.

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS

On April 12, 2006, the Company accepted the resignation of Patrick Johnson as
the Company's Chief Executive Officer. Mr. Jeff Ritchey, the Company's Chief
Financial Officer, will serve as interim Chief Executive Officer as well as
continuing his duties as Chief Financial Officer, Treasurer and Secretary. Mr.
Ritchey, age 43, joined the Company's Micro Motors subsidiary as Controller in
August 2001 and assumed the Chief Financial Officer position in July 2002 and
Secretary position in October 2003. Mr. Ritchey's previous experience includes
serving as the Controller and Finance Director of Tycom Corporation from 1997 to
2001, and corporate and operational positions at Hughes Electronics and DIRECTV
(subsidiaries of General Motors) from 1990 to 1997. Mr. Ritchey received B. S.
degrees in Economics and Finance and a M.S. degree in Finance from the
University of Arizona and is a Chartered Financial Analyst ("CFA")
charterholder.

Mr. Johnson will remain with the company as its Executive Vice President and
Chief Business Development Officer. He also remains on the Company's Board of
Directors.

The Board has formed an executive search committee to oversee the search for a
successor Chief Executive Officer. The Company has no plans to make any
additional executive leadership changes at this time.


ITEM 7.01   REGULATION FD DISCLOSURE

On April 12, 2006, the Company determined that it does not expect to meet
previously provided guidance for its fiscal year ending June 30, 2006.

For the fiscal year ending June 30, 2006 the Company expects to report revenues
of $15,000,000 to $17,000,000 and earnings per share of $0.11 to $0.13. Previous
guidance was: revenues of $16,000,000 to $18,000,000 and earnings per share of
$0.17 to $0.19.

The principal reason for the revised guidance is delays in the engineering and
shipping of next generation production orders originally expected to be shipped
this fiscal year. The Company believes that the issues have been defined and are
being adequately addressed. The delayed orders are expected to ship in the first
and second quarters of the next fiscal year.

                                      -2-


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits.


            Exhibit No.       Description
            ------------      --------------------------------------------------
            Exhibit 99.1      Press Release dated April 17, 2006 concerning
                              resignation of Patrick Johnson as Chief Executive
                              Officer and financial guidance.

                                      -3-


                                   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: April 17, 2006                                 PRO-DEX, INC.


                                                     By: /s/ Jeff Ritchey
                                                         -----------------------
                                                         Jeff Ritchey
                                                         Chief Executive Officer

                                      -4-


                                INDEX TO EXHIBITS

    EXHIBIT
    NUMBER        DESCRIPTION
 -----------      --------------------------------------------------------------
     99.1         Press Release dated April 17, 2006 concerning resignation of
                  Patrick Johnson as Chief Executive Officer and guidance.

                                      -5-

EX-99.1

                                                                    Exhibit 99.1

        Pro-Dex, Inc. Announces Revised Outlook; Management Restructuring

               Expects Revenue of $4.2 Million for Third Quarter;

                   Expects EPS of $0.11 to $0.13 for Full-Year

    Patrick Johnson Steps Down as CEO; To Remain on Board of Directors and as
                                  Executive VP

                 CFO JEFF RITCHEY TO ASSUME INTERIM CEO POSITION

     SANTA ANA, Calif., April 17 /PRNewswire-FirstCall/ -- PRO-DEX, INC.
(Nasdaq: PDEX), an enabler of speed-to-market through developing and
manufacturing embedded motion control, miniature rotary drive systems and
fractional horsepower DC motors, serving the medical, dental, factory
automation, scientific research, aerospace and military markets, today announced
preliminary results for the third fiscal quarter ended March 31, 2006 and the
Company's revised outlook for the full-year period ended June 30, 2006. The
Company also announced that Mr. Patrick Johnson has stepped down as the
Company's Chief Executive Officer and that Mr. Jeff Ritchey, the Company's Chief
Financial Officer, will serve as interim CEO as well as continuing his duties as
CFO.

     Mr. Johnson will remain with the Company as its Executive Vice President
and Chief Business Development Officer. He also remains as a member of the Board
of Directors. The Board has formed an executive search committee to oversee the
search for a successor CEO. The Company has no plans to make any additional
executive leadership changes at this time.

     For the third quarter ended March 31, 2006, the Company expects to report
revenues of approximately $4.2 million and a profit for the quarter. For the
fiscal year ending June 30, 2006 the Company expects to report revenues of $15
million to $17 million and earnings per share of $0.11 to $0.13. Previous
guidance was revenues of $16 million to $18 million and earnings per share of
$0.17 to $0.19. The Company completed the quarter with an open order backlog of
more than $10 million, including over $9 million deliverable within the next 12
months.

     The principal reason for the revised guidance is delays in the engineering
and shipping of next generation production orders originally expected to be
shipped this fiscal year. The Company believes that the underlying issues have
been defined and are being adequately addressed. The delayed orders are expected
to ship in the first and second quarters of the next fiscal year.

     "Mr. Johnson has served the Company well in several capacities, including
CEO, over the last six years," commented Pro-Dex Board member Valerio Giannini.
"The Board appreciates Mr. Johnson's leadership and innovation which led to the
reshaping of the Company's business model, and we are gratified that he has
requested to focus on the delivery of that model to our customers, which we
collectively believe will be the best use of his skills. We believe this
transition should be a positive one for Pro-Dex fueling continued growth."

     Patrick Johnson commented, "Prior to serving as Pro-Dex's CEO, I was the
principal architect of the Company's new business model, shifting our focus to
new markets and establishing relationships with new customers. I remain
committed to Pro-Dex and am confident that we have the business model, the team
and the capabilities to continue to differentiate Pro-Dex in this competitive
industry. I look forward to using these assets to attract new customers, drive
revenue growth and maintain excellent profit margins in my new role focused on
business development."

     The Company expects to report its third-quarter financial results by May
15, 2006.



     Pro-Dex Inc., with operations in Santa Ana, California, Beaverton, Oregon
and Carson City, Nevada, specializes in bringing speed to market in the
development and manufacture of technology-based solutions that incorporate
embedded motion control, miniature rotary drive systems and fractional
horsepower DC motors, serving the medical, dental, semi-conductor, scientific
research and aerospace markets. Pro-Dex's products are found in hospitals,
dental offices, medical engineering labs, scientific research facilities and
high tech manufacturing operations around the world. For more information, visit
the Company's website at www.pro-dex.com.

     Statements herein concerning the Company's plans, growth and strategies may
include 'forward-looking statements' within the context of the federal
securities laws. Statements regarding the Company's future events, developments
and future performance, as well as management's expectations, beliefs, plans,
estimates or projections relating to the future, are forward-looking statements
within the meaning of these laws. The Company's actual results may differ
materially from those suggested as a result of various factors. Interested
parties should refer to the disclosure concerning the operational and business
concerns of the Company set forth in the Company's filings with the Securities
and Exchange Commission.

SOURCE  Pro-Dex Inc.
     -0-                             04/17/2006
     /CONTACT:  Jeff Ritchey, CEO, CFO & Secretary of Pro-Dex Inc.,
+1-714-241-4411, or Investor Relations, Matthew Hayden of Hayden
Communications, Inc., +1-858-456-4533/
     /Web site:  http://www.pro-dex.com /
     (PDEX)