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 November 13, 2008 Pro-Dex, Inc. issued a press release announcing its financial performance for the first quarter of fiscal year 2009. On that same date, Pro-Dex, Inc. conducted a conference call concerning its performance for the first quarter of fiscal year 2009. A copy of the news release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit 99.1 Press release dated November 13, 2008 of Pro-Dex Inc.

---