UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Pro-Dex, Inc.
(Name of Issuer)
Common stock, no par value
(Title of Class of Securities)
74265M106
(CUSIP Number)
July 21, 2005
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 74265M106 SCHEDULE 13G Page 2 of 7
1 Name of Reporting Person Glacier Asset Management, L.L.C
IRS Identification No. of Above Person 33-0931437
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
227,507
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
227,507
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
227,507
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
2.4%
12 Type of Reporting Person*
OO, IA
CUSIP No. 74265M106 SCHEDULE 13G Page 3 of 7
1 Name of Reporting Person Glacier Partners
IRS Identification No. of Above Person 56-2058405
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
227,507
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
227,507
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
227,507
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
2.4%
12 Type of Reporting Person*
HC, PN
CUSIP No. 74265M106 SCHEDULE 13G Page 4 of 7
1 Name of Reporting Person H. Peter Castellanos
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
227,507
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
227,507
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
227,507
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
2.4%
12 Type of Reporting Person*
OO, IN
CUSIP No. 74265M106 SCHEDULE 13G Page 5 of 7
Item 1(a). Name of Issuer.
Pro-Dex, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
151 E. Columbine Avenue, Santa Ana, California 92707
Item 2(a). Names of Persons Filing.
Glacier Asset Management, L.L.C., Glacier Partners, and H.
Peter Castellanos.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The office address for Glacier Asset Management, L.L.C.,
Glacier Partners, and H. Peter Castellanos is 501 Chapala
Street, Suite D, Santa Barbara, CA 93101
Item 2(c). Citizenship.
Glacier Asset Management, L.L.C. is a California limited
liability company, Glacier Partners is a California limted
partnership, and H. Peter Castellanos is a United States
citizen.
Item 2(d). Title of Class of Securities.
Common stock, no par value
Item 2(e). CUSIP Number.
74265M106
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
CUSIP No. 74265M106 SCHEDULE 13G Page 6 of 7
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with 240.13b-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition of
an investment company under section 3(c)(14) of the Investment
Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of page
two (2), three (3) and four (4) of this Schedule 13G, which
Items are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
If statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X]
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
CUSIP No. 74265M106 SCHEDULE 13G Page 7 of 7
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, Glacier Asset Management, L.L.C., Glacier
Partners, and H. Peter Castellanos certify that, to the best of
their knowledge and belief, the securities referred to above on
page two (2), three (3), and four(4) respectively, of this
Schedule 13G were acquired and are held in the ordinary course
of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: July 25, 2005
Glacier Asset Management, L.L.C.,
/s/ H. Peter Castellanos
_____________________________
By: H. Peter Castellanos
its: Managing Member
DATED: July 25, 2005
Glacier Partners
/s/ H. Peter Castellanos
_____________________________
By: H. Peter Castellanos, managing member
of its general partner
DATED: July 25, 2005
H. Peter Castellanos
/s/ H. Peter Castellanos
_____________________________
By: H. Peter Castellanos