Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On February 9, 2009, the Board of Directors of Pro-Dex, Inc. (the "Corporation") adopted an amendment to the Corporation's Amended and Restated Bylaws ("Bylaws") establishing an independent lead director position on the Board. Pursuant to the amendment, if at any time the Chairman of the Board is an executive officer of the Corporation, or if for any other reason the Chairman is not an independent director, then a lead director shall be selected by the independent directors of the Board. The lead director shall be an independent director and shall be responsible for coordinating the activities and agenda for the independent directors of the Board.

Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1 Amendment to Amended and Restated Bylaws.

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