<PAGE>
 
                                 FORM   10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
          THE SECURITIES EXCHANGE ACT OF 1934.  For the Quarterly Period ended
          October 24, 1998.

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934.

                          Commission File No. 0-20572


                            PATTERSON DENTAL COMPANY
                            ------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Minnesota                      41-0886515
          ---------                      ----------
 (State of Incorporation)     (IRS Employer Identification No.)

              1031 MENDOTA HEIGHTS ROAD, ST. PAUL, MINNESOTA 55120
              ----------------------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (651) 686-1600
                                 --------------
              (Registrant's Telephone Number, Including Area Code)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and  (2) has been subject to such filing
requirements for at least the past 90 days.

                       Yes    X           No   
                            -----            ------    


Patterson Dental Company has outstanding 33,322,821 shares of common stock as of
December 4, 1998.



                                  Page 1 of 15
<PAGE>
 
                            PATTERSON DENTAL COMPANY

                                     INDEX

                                                                          Page
                                                                          ----

PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements                                            3-8
 
           Condensed Consolidated Balance Sheets as of
           October 24, 1998 and April 25, 1998                               3
 
           Condensed Consolidated Statements of Income                        
           for the three months and six months ended October 24, 
           1998 and October 25, 1997                                         4
 
           Condensed Consolidated Statements of Cash Flows for the            
           six months ended October 24, 1998 and October 25, 1997            5
 
           Notes to Condensed Consolidated Financial Statements            6-8
 
  Item 2 - Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                      9-13
 
 
PART II - OTHER INFORMATION
 
  Item 4 - Submission of Matters to a Vote of Security Holders              14
 
  Item 6 - Exhibits and Reports on Form 8-K                                 14
  
  Signatures                                                                15
 
Safe Harbor Statement Under The Private Securities Litigation 
Reform Act Of 1995:

          This Form 10-Q for the period ended October 24, 1998 contains certain
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995, which may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "anticipate", "estimate",
"believe", "goal", or "continue", or comparable terminology that involves risks
and uncertainties and that are qualified in their entirety by cautionary
language set forth in the Company's Form 10-K report filed July 16, 1998, and
other documents filed with the Securities and Exchange Commission.  See also
pages 12-13 of this Form 10-Q.

                                       2
<PAGE>
 
                         PART I  FINANCIAL INFORMATION
                                        
                            PATTERSON DENTAL COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                     ASSETS
<TABLE>
<CAPTION>
                                                          October 24,  April 25,
                                                             1998        1998   
                                                          -----------  ---------
                                                         (unaudited)
<S>                                                        <C>        <C>       
Current assets:
   Cash and cash equivalents.............................  $ 29,727   $ 35,619
   Receivables, net......................................   105,412    106,252
   Inventory.............................................    98,689     81,810
   Prepaid expenses......................................     3,212      2,802
   Deferred taxes........................................     1,178      1,178
                                                           --------   --------
       Total current assets..............................   238,218    227,661
Property and equipment, net..............................    35,934     37,998
Intangibles, net.........................................    46,902     48,013
Other....................................................     2,755      2,701
                                                           --------   --------
       Total assets......................................  $323,809   $316,373
                                                           ========   ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
      Accounts payable...................................  $ 54,589   $ 60,652
      Accrued payroll expense............................     9,896     13,852
      Other accrued expenses.............................    13,897     13,426
      Income taxes payable...............................     1,061      2,009
      Bank indebtedness..................................     1,055      2,033
      Current maturities of long-term debt...............       200      2,433
                                                           --------   --------
             Total current liabilities...................    80,698     94,405
Long-term debt...........................................     2,550      2,736
Deferred taxes...........................................     2,017      2,017
                                                           --------   --------
             Total liabilities...........................    85,265     99,158
 
Deferred credits.........................................     6,469      6,912
 
Stockholders' equity:
      Preferred stock....................................       ---        ---
      Common stock.......................................       333        333
      Additional paid-in capital.........................    64,362     63,134
      Accumulated other comprehensive income.............    (3,206)    (1,624)
      Retained earnings..................................   184,923    162,797
      Note receivable from ESOP..........................   (14,337)   (14,337)
                                                           --------   --------
             Total stockholders' equity..................   232,075    210,303
                                                           --------   --------
             Total liabilities and stockholders' equity..  $323,809   $316,373
                                                           ========   ========
</TABLE>
                            See accompanying notes.

                                       3
<PAGE>
 
                           PATTERSON DENTAL COMPANY
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended     Six Months Ended
                                                   -------------------   ------------------
                                                   Oct. 24,   Oct. 25,   Oct. 24,   Oct. 25,
                                                     1998       1997       1998       1997  
                                                   --------   --------   --------   --------
 
<S>                                                <C>        <C>        <C>        <C>
Net sales........................................  $213,325   $191,635   $413,398   $371,623
 
Cost of sales....................................   134,401    120,887    260,883    235,009
                                                   --------   --------   --------   --------

Gross profit.....................................    78,924     70,748    152,515    136,614
 
Operating expenses...............................    60,248     55,059    117,596    107,592
                                                   --------   --------   --------   --------
 
Operating income.................................    18,676     15,689     34,919     29,022
 
Other income and expense:
    Amortization of deferred credits.............       221        222        443        442
    Finance income, net..........................       397        263        801        452
    Interest expense.............................      (145)      (222)      (285)      (417)
    Profit (loss) on currency exchange...........       (79)       (12)      (145)       (21)
                                                   --------   --------   --------   --------
 
Income before income taxes.......................    19,070     15,940     35,733     29,478
 
Income taxes.....................................     7,173      5,877     13,607     11,075
                                                   --------   --------   --------   --------
 
Net income.......................................  $ 11,897   $ 10,063   $ 22,126   $ 18,403
                                                   ========   ========   ========   ========
 
Earnings per share - basic and diluted ..........  $   0.36   $   0.30   $   0.66   $   0.56
                                                   ========   ========   ========   ========
 
Weighted average common and dilutive potential
    common shares ...............................    33,437     33,173     33,412     33,050
                                                   ========   ========   ========   ========
 
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>
 
                            PATTERSON DENTAL COMPANY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                            --------------------
                                                            Oct. 24,   Oct. 25,
                                                              1998       1997
                                                            ---------  ---------
<S>                                                         <C>        <C>
Operating activities:
   Net income.............................................  $ 22,126    $18,403
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Depreciation.......................................     2,971      2,727
       Amortization of deferrals..........................      (443)      (442)
       Amortization of goodwill...........................     1,338      1,173
       Bad debt expense...................................       492        440
       Change in assets and liabilities, net of acquired..   (28,656)    (4,279)
                                                            --------    -------
Net cash (used) provided by operating activities..........    (2,172)    18,022
 
Investing activities:
   Proceeds from sale of facilities.......................     2,250        ---
   Additions to property and equipment, net...............    (3,507)    (3,187)
   Cash received from acquisitions, net...................      (343)        69
   Other..................................................       ---        (56)
                                                            --------    -------
 Net cash used in investing activities....................    (1,600)    (3,174)
 
Financing activities:
   Decrease in bank indebtedness..........................      (762)      (359)
   Payments and retirement of long-term debt and
     obligations under capital leases.....................    (2,216)    (2,998)
   Common stock issued, net...............................       857        634
                                                            --------    -------
Net cash used by financing activities.....................    (2,121)    (2,723)
 
Effect of exchange rate changes on cash...................         1        ---
                                                            --------    -------
 
Net (decrease) increase in cash and cash equivalents......    (5,892)    12,125
 
Cash and cash equivalents at beginning of period..........    35,619      9,095
                                                            --------    -------
 
Cash and cash equivalents at end of period................  $ 29,727    $21,220
                                                            ========    =======
 
</TABLE>
                            See accompanying notes.

                                       5
<PAGE>
 
                            PATTERSON DENTAL COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands except per share data)
                                  (Unaudited)
                                October 24, 1998


1.  In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to present
fairly the financial position as of October 24, 1998, and the results of
operations and the cash flows for the periods ended October 24, 1998, and
October 25, 1997.  Such adjustments are of a normal recurring nature.  The
results of operations for the quarter and six months ended October 24, 1998, and
October 25, 1997, are not necessarily indicative of the results to be expected
for the full year.  The balance sheet at April 25, 1998, is derived from the
audited balance sheet as of that date.  These financial statements should be
read in conjunction with the financial statements included in the 1998 Annual
Report on Form 10-K filed on July 16, 1998.  The accompanying financial
statements and Management's Discussion and Analysis give retroactive effect to
the acquisition of Canadian Dental Supply Ltd. ("CDS") and include CDS for all
periods presented.  See Note 3 below.


2.  The fiscal year end of the Company is the last Saturday in April.  The
second quarter and six months of fiscal year 1999 and 1998 represent the 13
weeks and the twenty-six weeks ended October 24, 1998 and  October 25, 1997,
respectively.


3.  Effective August 26, 1997, the Company acquired Canadian Dental Supply Ltd.
("CDS") a Vancouver, British Columbia based distributor of dental supplies and
equipment.  Each share of CDS's outstanding common stock was converted into the
right to receive 6.324 shares of Company common stock.  The Company issued
168,648 shares of its common stock to acquire CDS.  The transaction was
accounted for as a pooling of interests.  The accompanying financial statements
and Management's Discussion and Analysis give retroactive effect to the
acquisition and include CDS for all periods presented.

     Separate results of operations for the periods prior to the merger with CDS
are as follows:

                                 Period from            Period from
                              April 27, 1997 to        July 27, 1997
                               August 26, 1997       to August 26, 1997
                             ------------------      ------------------
Net Sales
    Patterson Dental Company       $231,350               $58,039
    CDS                               8,190                 1,513
                                   --------               -------
    Total Combined                 $239,540               $59,552
                                   ========               =======

                                       6
<PAGE>
 
Net Income
    Patterson Dental Company        $11,292                $3,029
    CDS                                  31                   (46)
                                    -------                ------
    Total Combined                  $11,323                $2,983
                                    =======                ======
 
Other Changes in 
 Stockholder's Equity
    Patterson Dental Company        $ 1,106                $ (154)
    CDS                                 (24)                   (2)
                                    -------                ------
    Total Combined                  $ 1,082                $ (156)
                                    =======                ======


4.  On January 12, 1998 the Company declared a 3 for 2 stock split in the form
of a 50% stock dividend payable February 17, 1998, to shareholders of record
January 30, 1998.  The accompanying financial statements and Management's
Discussion and Analysis give retroactive effect to the 3 for 2 stock split.

5.   On February 2, 1998, the Company acquired Hill Dental Company, Inc.
("Hill") a Birmingham, Alabama based distributor of dental supplies and
equipment.  Each share of Hill's outstanding common stock was converted into the
right to receive 9.39 shares of Company common stock subject to certain
conditions.  The Company issued 100,770 shares of its common stock in connection
with the Hill acquisition.  The results of the operations of Hill in the prior
year second quarter are not material to the financial statements on a pro forma
basis.

6.   On July 27, 1998, the Company acquired the assets of Dentaplex, Inc.  This
acquisition was accounted for as a purchase and, accordingly, the net assets and
operating results are included in the Company's financial statements from the
date of acquisition.  The results of operations of Dentaplex, Inc. are not
material to the financial statements on a pro forma basis.

7.  As of April 26, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income."  This Statement establishes
new rules for the display of comprehensive income and its components; however,
the adoption of the Statement had no impact on the Company's net income or
stockholders' equity.  Statement 130 requires the Company's foreign currency
translation adjustments, which prior to adoption were reported separately in
stockholders' equity, to be included in other comprehensive income.  Prior year
financial statements have been reclassified to conform to the requirements of
Statement 130.

Total comprehensive income for the three months and six months ended October 24,
1998 and October 25, 1997 is as follows:

<TABLE>
<CAPTION>
                                             Three Months Ended      Six Months Ended  
                                             -------------------   --------------------
                                             Oct. 24,   Oct. 25,    Oct. 24,   Oct. 25,
                                              1998        1997       1998        1997  
                                             --------   --------   ---------   --------
<S>                                          <C>         <C>        <C>        <C>
 
Net income                                   $11,897     $10,063    $22,126    $18,403
Other comprehensive income (loss):
  Foreign currency translation adjustments      (637)       (101)    (1,582)        30
                                             -------     -------    -------    -------
Total comprehensive income                   $11,260     $ 9,962    $20,544    $18,433
                                             =======     =======    =======    =======
</TABLE>

                                       7
<PAGE>
 
8.   In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards Number 128, "Earnings per Share."  All earnings
per share amounts for all periods have been presented, and where necessary,
restated to conform to the Statement 128 requirements.

The following table sets forth the denominator for the computation of basic and
diluted earnings per share:
<TABLE>
<CAPTION>
 
                                          Three Months Ended    Six Months Ended 
                                          -------------------  ------------------
                                          Oct. 24,   Oct. 25,  Oct. 24,  Oct. 25,
                                            1998       1997      1998      1997  
                                          --------   --------  --------  --------
<S>                                       <C>        <C>       <C>       <C>
 
Denominator:
  Denominator for basic earnings per
    share - weighted-average shares       33,323     33,067    33,307    32,956
 
  Effect of dilutive securities:
    Director Stock Option Plan                53         41        55        40
    Employee Stock Purchase Plan               5          6         5         7
    Capital Accumulation Plan                 56         59        45        47
                                          ------     ------    ------    ------
 
  Dilutive potential common shares           114        106       105        94
 
  Denominator for diluted earnings per
    share - adjusted weighted-average
    shares and assumed conversions        33,437     33,173    33,412    33,050
                                          ======     ======    ======    ======
</TABLE>

                                       8
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net
sales represented by certain operational data.
<TABLE>
<CAPTION>
 
                                          Three Months Ended    Six Months Ended 
                                          -------------------  ------------------
                                          Oct. 24,   Oct. 25,  Oct. 24,  Oct. 25,
                                            1998       1997      1998      1997  
                                          --------   --------  --------  --------
<S>                                       <C>        <C>       <C>       <C>

Net sales......................            100.0%     100.0%     100.0%    100.0%
Cost of sales..................             63.0%      63.1%      63.1%     63.2%
                                           -----      -----      -----     -----
 
Gross profit...................             37.0%      36.9%      36.9%     36.8%
Operating expenses.............             28.2%      28.7%      28.5%     29.0%
                                           -----      -----      -----     -----
 
Operating income...............              8.8%       8.2%       8.4%      7.8%
Other income and expense, net..              0.1%       0.1%       0.2%      0.1%
                                           -----      -----      -----     -----
 
Income before income taxes.....              8.9%       8.3%       8.6%      7.9%
Income taxes...................              3.3%       3.0%       3.2%      2.9%
                                           -----      -----      -----     -----
 
Net income.....................              5.6%       5.3%       5.4%      5.0%
                                           =====      =====      =====     =====
 
</TABLE>

QUARTER ENDED OCTOBER 24, 1998 COMPARED TO QUARTER ENDED OCTOBER 25, 1997.

               NET SALES.  Net sales increased 11.3% to $213.3 million for the
     three months ended October 24, 1998 ("Current Quarter") from $191.6
     million for the three months ended October 25, 1997 ("Prior Quarter").
     Sales in the U.S. dental market increased 14.4% due to increased volume and
     price increases in sundry and equipment products.  Sales of business forms
     and stationery through Colwell Systems were down 1.1% due principally to
     consolidation within the medical market.  Canadian sales were up 1% in
     Canadian dollars but were down 8.6% in U.S. dollars due to an unfavorable
     exchange rate during the Current Quarter.

          GROSS PROFIT.  Gross profit margin increased to 37.0% for the Current
     Quarter from 36.9% for the Prior Quarter.  The 10 basis point gross margin
     increase was due to a combination of higher margins from U.S. dental
     operations and Colwell.  Gross profit increased 11.6% To $78.9 million for
     the Current Quarter from $70.7 million for the Prior Quarter.  The majority
     of the increase in gross profit was due to increased sales volume.

                                       9
<PAGE>
 
          OPERATING EXPENSES.  Operating expenses increased 9.4% to $60.2
     million for the Current Quarter from $55.1 million for the Prior Quarter.
     The increase in operating expenses was principally related to the higher
     sales volume.  Operating expenses as a percent of sales decreased from
     28.7% to 28.2% due primarily to improved operating leverage in both the 
     U.S. and Canadian operation offset by higher fixed costs in relation to 
     sales at Colwell.

          OPERATING INCOME.  Operating income increased 19.0% to $18.7 million
     for the Current Quarter from $15.7 million for the Prior Quarter.
     Operating income as a percent of net sales increased to 8.8% from 8.2%, due
     to lower operating expenses in relation to sales and improved  gross
     margins.

          FINANCE INCOME.  Finance income, net of expenses, was $0.4 million for
     the Current Quarter compared to $0.3 million for the Prior Quarter.  The
     increase in finance income was caused by higher average short term
     investments of cash.

          INTEREST EXPENSE.  Interest expense decreased to $0.1 million for the
     Current Quarter from $0.2 million for the Prior Quarter.  This decrease is
     due mainly to lower borrowings.

          INCOME TAXES.  The effective income tax rate increased to 37.6% for
     the Current Quarter from 36.9% for the Prior Quarter.  The increase in rate
     was caused by a loss in the Canadian operation for which no tax benefit was
     recorded versus a profit in the year ago quarter when a tax loss
     carryforward was utilized.


SIX MONTHS ENDED OCTOBER 24, 1998 COMPARED TO SIX MONTHS ENDED OCTOBER 25, 1997.

               NET SALES.  Net sales increased 11.2% to $413.4 million for the
     six months ended October 24, 1998 ("Current Period") from $371.6 million
     for the six months ended October 25, 1997 ("Prior Period").  Sales in the
     U.S. were up 14.2% on strong equipment and to a lesser extent sundry sales.
     Sales in Canada were down 8.7% in U.S. dollars but were down only 1.2% in
     Canadian currency. Colwell sales were down $0.7 million or 2.4% due to
     soft medial sales. EagleSoft sales increased $3.1 million versus the
     Prior Period which included only four months of operating results for
     EagleSoft.

          GROSS PROFIT. Gross profit margin increased to 36.9% for the Current
     Period from 36.8% for the Prior Period due to the increase in higher margin
     sales at Eaglesoft.  Gross profit increased 11.6% to $ 152.5 million for
     the Current Period from $136.6 million for the Prior Period.  The increase
     in gross profit was due primarily to the increase in sales.

          OPERATING EXPENSES.  Operating expenses increased 9.3% to $117.6
     million for the Current Period from $107.6 million for the Prior Period.
     The majority of the increase in operating expenses was related to increased
     sales.  Operating expenses as a percent of sales have decreased from 29.0%
     in the Prior Period to 28.5% in the Current Period.  Expenses in relation
     to sales declined in the U.S., Canada and EagleSoft but increased at
     Colwell due primarily to increased advertising spending.

                                       10
<PAGE>
 
          OPERATING INCOME.  Operating income increased 20.3% to $34.9 million
     for the Current Period from $ 29.0 million for the Prior Period.  As a
     percent of net sales, operating income increased to 8.4% in the Current
     Period from 7.8% reported in the Prior Period due principally to lower
     operating expenses as a percent of sales.

          FINANCE INCOME.  Finance income, net of expenses, was $0.8 million for
     the Current Period compared to $0.5 million for the Prior Period.  Finance
     income increased $0.3 million due primarily to higher short term investment
     of cash.

          INTEREST EXPENSE.  Interest expense decreased to $0.3 million for the
     Current Period from $0.4 million for the Prior Period.  This decrease is
     due primarily to lower borrowings.

          INCOME TAXES.  The effective income tax rate increased to 38.1% for
     the Current Period from 37.6% for the Prior Period.  This increase was
     caused by an increase in the Canadian operating loss for which no tax
     benefit was recorded.


LIQUIDITY AND CAPITAL RESOURCES

     Available liquid resources at October 24, 1998 consisted of $29.7 million
     cash and cash equivalents and $29 million available under bank lines.
     Inventory increased $16.9 million from the beginning of the fiscal year
     due to increased forward buying.  Accounts receivable declined $0.8 million
     and days sales outstanding decreased from 45 to 44 Days.   The Company
     believes that cash and cash equivalents and the remainder of its credit
     lines are sufficient to meet any existing and presently anticipated needs.
     In addition, because of its low debt to equity ratio, the Company believes
     it has sufficient debt capacity to replace its existing revolver and
     provide the necessary funds to achieve its corporate objectives.


IMPACT OF YEAR 2000

     The Year 2000 issue is the result of the wide spread use of computer
     programs which were written using two digits rather than four to define the
     applicable year in performing computations or decision-making functions.
     The Company has completed its assessment of its major information
     technology and technology reliant operating systems, including its internal
     accounting, general ledger, billing, inventory and accounts payable
     systems.  The Company anticipates that all necessary modifications or
     replacements of existing systems, including testing of these systems, will
     be completed by April 30, 1999.  The Company is also assessing the need for
     modifications or replacements of existing hardware, particularly personal
     computers, and is approximately 80% complete with this assessment phase.
     The Company anticipates that remediation and testing of existing hardware
     will be completed by April 30, 1999.  The Company has been implementing the
     necessary modifications and replacements of its operating systems in the
     ordinary course of its business over the last four years and believes the
     incremental costs to complete this program will not be material.

     The Company is in the process of querying its significant suppliers of
     products and services to determine the impact on the Company if such
     suppliers fail to convert their computer systems.  The Company has not yet
     completed its assessment of the impact on the Company if such significant
     suppliers fail to convert their systems.

                                       11
<PAGE>
 
     The risk to the Company if significant product vendors fail to convert
     their computer systems and, as a result, are unable to ship products to the
     Company in a timely manner after the year 2000 is that the Company may not
     be able to offer such products to its customers and will be able to offer
     only replacement products, if available.  The Company generally has more
     than one source of supply for almost all categories of products it sells.
     The risks to the Company if significant service providers fail to timely
     convert their computer systems may include, in the case of vital utility
     services, the inability of a branch office or distribution center to
     operate.  In such an event, the Company does have the ability to shift its
     distribution and branch office operations to other distribution centers and
     branches within its system.  The Year 2000 efforts of third parties are
     ultimately beyond the company's control.  Notwithstanding the Company's
     efforts to substitute products or shift distribution or branch operations,
     the inability of significant suppliers of products and services to complete
     their Year 2000 resolution process in a timely fashion could materially
     adversely affect the Company.  The amount of lost revenue and impact on the
     Company can not be reasonably estimated at this time.

     The Company currently has no contingency plans in place in the event all
     phases of the Year 2000 program are not completed or significant suppliers
     of products and services fail to complete their Year 2000 resolution
     process.  The Company plans to evaluate the status of completion in March
     1999 and determine whether such a plan is necessary.

     The Company believes it has an effective program in place to resolve the
     Year 2000 issue in a timely manner.  As noted above, the failure of
     significant suppliers of products and services to the company to resolve
     their own Year 2000 issues could materially adversely affect the Company.
     In addition, disruptions in the economy generally as a result of Year 2000
     issues could also materially adversely affect the Company.

     The foregoing discussion regarding Year 2000, including the discussion of
     the timing and effectiveness of the Company's Year 2000 remediation
     efforts, contains forward-looking statements which are based on
     management's best estimates derived using assumptions and information
     considered reasonable.  These forward-looking statements involve inherent
     risks and uncertainties, and actual results could differ materially from
     those contemplated by such statements.  Factors that might cause material
     differences include, but are not limited to, the company's ability to
     locate and correct all relevant Year 2000 computer code and the ability of
     significant suppliers of products and services to effectively address the
     Year 2000 issue.  Such material differences could result in business
     disruption, operational problems, and similar risks.


FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     The Company wishes to caution shareholders and prospective investors that
     the following important factors, among others, could in the future affect
     the Company's actual operating results which could differ materially from
     those expressed in any forward-looking statements made by the Company.  The
     statements under this caption are intended to serve as cautionary
     statements within the meaning of the private securities litigation reform
     act of 1995.  The following information is not intended to limit in any way
     the characterization of other statements or information under other
     captions as cautionary statements for such purpose.  The order in which
     such factors appear below should not be construed to indicate their
     relative importance or priority.

                                       12
<PAGE>
 
      -  Reduced growth in expenditures for dental services by private dental
         insurance plans.

      -  Accuracy of the Company's assumptions concerning future per capita
         expenditures for dental services, including assumptions as to
         population growth and the demand for preventive dental services such as
         periodontic, endodontic and orthodontic procedures.

      -  The rate of growth in demand for infection control products currently
         used for prevention of the spread of communicable diseases such as
         AIDS, hepatitis and herpes.

      -  The effects of health care reform, increasing emphasis on controlling
         health care costs and legislation or regulation of health care pricing,
         all of which may affect the ability of dentists to obtain reimbursement
         for use of new and state-of-the-art procedures and technologies.

      -  The amount and growth of the Company's selling, general and
         administrative expenses.

      -  The effects of, and changes in, U.S. and world social and economic
         conditions, monetary and fiscal conditions, laws and regulations, 
         other activities of governments, agencies and similar organizations, 
         trade policies and taxes, import and other charges, inflation and 
         monetary fluctuations; the ability or inability of the Company to 
         obtain or hedge against foreign currencies, foreign exchange rates 
         and fluctuations in those rates.

      -  Ability of the Company to retain its base of customers and to increase
         its market share. 

      -  The ability of the Company to maintain satisfactory relationships with
         qualified and motivated sales personnel.

      -  Changes in economics of dentistry affecting dental practice growth and
         the demand for dental products, including the ability and willingness 
         of dentists to invest in high-technology diagnostic and therapeutic 
         products.

      -  The Company's ability to meet increased competition from national, 
         regional and full-service distributors and mail-order distributors of 
         dental products, while maintaining current or improved profit margins.

      -  Continued ability to maintain satisfactory relationships with key 
         vendors and the ability of the Company to create relationships with 
         additional manufacturers of quality, innovative products.

      -  The ability of the Company and its suppliers to upgrade their computer
         systems to adequately address the Year 2000 issue.

                                       13
<PAGE>
 
                           PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         a)  The Company's Annual Meeting of Shareholders was held on September 
             14, 1998.

      c)(1)  The shareholders voted for two director nominees, Peter L.
             Frechette and David K. Beeken, for a three year term.  29,981,651
             shares were voted for Mr. Frechette and 313,868 shares withheld
             authority.  30,043,542 shares were voted for Mr. Beeken and 251,977
             shares withheld authority. There were no abstentions and no broker
             non-votes.

        (2)  The shareholders voted to ratify the appointment of Ernst & Young 
             LLP as independent auditors of the Company for the fiscal year 
             ending April 24, 1999.  The vote was 30,264,806 shares for, 4,016 
             shares against and 26,697 abstentions. There were no broker 
             non-votes.

Item 6.  Exhibits and Reports on Form 8-K.

        (a)  Item 27 Financial Data Schedule.

        (b)  No reports on Form 8-K were filed during the quarter for which this
             report is filed.

All other items under Part II have been omitted because they are inapplicable or
the answers are negative, or, in the case of legal proceedings, were previously
reported in the annual report on Form 10-K filed July 16, 1998.

                                       14
<PAGE>
 
                                   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, thereunto duly authorized.


                                    PATTERSON DENTAL COMPANY
                                    (Registrant)

Dated: December 4, 1998.

                                By:    /s/  Ronald E. Ezerski
                                    -------------------------------
                                    Ronald E. Ezerski
                                    Executive Vice President, Treasurer and
                                      Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)

                                       15
[{"type": "10-Q", "sequence": "1", "description": "FORM 10-Q", "secsgml_size_bytes": 41550}]
{"company-data": {"conformed-name": "PATTERSON DENTAL CO", "cik": "0000891024", "assigned-sic": "5047", "irs-number": "410886515", "state-of-incorporation": "MN", "fiscal-year-end": "0427"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-20572", "film-number": "98765015"}, "business-address": {"street1": "1031 MENDOTA HEIGHTS RD", "city": "ST PAUL", "state": "MN", "zip": "55120-1419", "phone": "6126861600"}, "mail-address": {"street1": "1100 EAST 80TH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55450"}}
FORM   10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
          THE SECURITIES EXCHANGE ACT OF 1934.  For the Quarterly Period ended
          October 24, 1998.

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934.

                          Commission File No. 0-20572

                            PATTERSON DENTAL COMPANY
                            ------------------------
             (Exact Name of Registrant as Specified in its Charter)

          Minnesota                      41-0886515
          ---------                      ----------
 (State of Incorporation)     (IRS Employer Identification No.)

              1031 MENDOTA HEIGHTS ROAD, ST. PAUL, MINNESOTA 55120
              ----------------------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (651) 686-1600
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and  (2) has been subject to such filing
requirements for at least the past 90 days.

                       Yes    X           No   
                            -----            ------    

Patterson Dental Company has outstanding 33,322,821 shares of common stock as of
December 4, 1998.

                                  Page 1 of 15
PATTERSON DENTAL COMPANY

                                     INDEX

                                                                          Page
                                                                          ----

PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements                                            3-8
 
           Condensed Consolidated Balance Sheets as of
           October 24, 1998 and April 25, 1998                               3
 
           Condensed Consolidated Statements of Income                        
           for the three months and six months ended October 24, 
           1998 and October 25, 1997                                         4
 
           Condensed Consolidated Statements of Cash Flows for the            
           six months ended October 24, 1998 and October 25, 1997            5
 
           Notes to Condensed Consolidated Financial Statements            6-8
 
  Item 2 - Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                      9-13
 
 
PART II - OTHER INFORMATION
 
  Item 4 - Submission of Matters to a Vote of Security Holders              14
 
  Item 6 - Exhibits and Reports on Form 8-K                                 14
  
  Signatures                                                                15
 
Safe Harbor Statement Under The Private Securities Litigation 
Reform Act Of 1995:

          This Form 10-Q for the period ended October 24, 1998 contains certain
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995, which may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "anticipate", "estimate",
"believe", "goal", or "continue", or comparable terminology that involves risks
and uncertainties and that are qualified in their entirety by cautionary
language set forth in the Company's Form 10-K report filed July 16, 1998, and
other documents filed with the Securities and Exchange Commission.  See also
pages 12-13 of this Form 10-Q.

                                       2
PART I  FINANCIAL INFORMATION
                                        
                            PATTERSON DENTAL COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                     ASSETS
October 24,  April 25,
                                                             1998        1998   
                                                          -----------  ---------
                                                         (unaudited)
Current assets:
   Cash and cash equivalents.............................  $ 29,727   $ 35,619
   Receivables, net......................................   105,412    106,252
   Inventory.............................................    98,689     81,810
   Prepaid expenses......................................     3,212      2,802
   Deferred taxes........................................     1,178      1,178
                                                           --------   --------
       Total current assets..............................   238,218    227,661
Property and equipment, net..............................    35,934     37,998
Intangibles, net.........................................    46,902     48,013
Other....................................................     2,755      2,701
                                                           --------   --------
       Total assets......................................  $323,809   $316,373
                                                           ========   ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
      Accounts payable...................................  $ 54,589   $ 60,652
      Accrued payroll expense............................     9,896     13,852
      Other accrued expenses.............................    13,897     13,426
      Income taxes payable...............................     1,061      2,009
      Bank indebtedness..................................     1,055      2,033
      Current maturities of long-term debt...............       200      2,433
                                                           --------   --------
             Total current liabilities...................    80,698     94,405
Long-term debt...........................................     2,550      2,736
Deferred taxes...........................................     2,017      2,017
                                                           --------   --------
             Total liabilities...........................    85,265     99,158
 
Deferred credits.........................................     6,469      6,912
 
Stockholders' equity:
      Preferred stock....................................       ---        ---
      Common stock.......................................       333        333
      Additional paid-in capital.........................    64,362     63,134
      Accumulated other comprehensive income.............    (3,206)    (1,624)
      Retained earnings..................................   184,923    162,797
      Note receivable from ESOP..........................   (14,337)   (14,337)
                                                           --------   --------
             Total stockholders' equity..................   232,075    210,303
                                                           --------   --------
             Total liabilities and stockholders' equity..  $323,809   $316,373
                                                           ========   ========
See accompanying notes.

                                       3
PATTERSON DENTAL COMPANY
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands except per share amounts)
                                  (Unaudited)
Three Months Ended     Six Months Ended
                                                   -------------------   ------------------
                                                   Oct. 24,   Oct. 25,   Oct. 24,   Oct. 25,
                                                     1998       1997       1998       1997  
                                                   --------   --------   --------   --------
Net sales........................................  $213,325   $191,635   $413,398   $371,623
 
Cost of sales....................................   134,401    120,887    260,883    235,009
                                                   --------   --------   --------   --------

Gross profit.....................................    78,924     70,748    152,515    136,614
 
Operating expenses...............................    60,248     55,059    117,596    107,592
                                                   --------   --------   --------   --------
 
Operating income.................................    18,676     15,689     34,919     29,022
 
Other income and expense:
    Amortization of deferred credits.............       221        222        443        442
    Finance income, net..........................       397        263        801        452
    Interest expense.............................      (145)      (222)      (285)      (417)
    Profit (loss) on currency exchange...........       (79)       (12)      (145)       (21)
                                                   --------   --------   --------   --------
 
Income before income taxes.......................    19,070     15,940     35,733     29,478
 
Income taxes.....................................     7,173      5,877     13,607     11,075
                                                   --------   --------   --------   --------
 
Net income.......................................  $ 11,897   $ 10,063   $ 22,126   $ 18,403
                                                   ========   ========   ========   ========
 
Earnings per share - basic and diluted ..........  $   0.36   $   0.30   $   0.66   $   0.56
                                                   ========   ========   ========   ========
 
Weighted average common and dilutive potential
    common shares ...............................    33,437     33,173     33,412     33,050
                                                   ========   ========   ========   ========
See accompanying notes.

                                       4
PATTERSON DENTAL COMPANY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                  (Unaudited)
Six Months Ended
                                                            --------------------
                                                            Oct. 24,   Oct. 25,
                                                              1998       1997
                                                            ---------  ---------
Operating activities:
   Net income.............................................  $ 22,126    $18,403
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Depreciation.......................................     2,971      2,727
       Amortization of deferrals..........................      (443)      (442)
       Amortization of goodwill...........................     1,338      1,173
       Bad debt expense...................................       492        440
       Change in assets and liabilities, net of acquired..   (28,656)    (4,279)
                                                            --------    -------
Net cash (used) provided by operating activities..........    (2,172)    18,022
 
Investing activities:
   Proceeds from sale of facilities.......................     2,250        ---
   Additions to property and equipment, net...............    (3,507)    (3,187)
   Cash received from acquisitions, net...................      (343)        69
   Other..................................................       ---        (56)
                                                            --------    -------
 Net cash used in investing activities....................    (1,600)    (3,174)
 
Financing activities:
   Decrease in bank indebtedness..........................      (762)      (359)
   Payments and retirement of long-term debt and
     obligations under capital leases.....................    (2,216)    (2,998)
   Common stock issued, net...............................       857        634
                                                            --------    -------
Net cash used by financing activities.....................    (2,121)    (2,723)
 
Effect of exchange rate changes on cash...................         1        ---
                                                            --------    -------
 
Net (decrease) increase in cash and cash equivalents......    (5,892)    12,125
 
Cash and cash equivalents at beginning of period..........    35,619      9,095
                                                            --------    -------
 
Cash and cash equivalents at end of period................  $ 29,727    $21,220
                                                            ========    =======
See accompanying notes.

                                       5
PATTERSON DENTAL COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands except per share data)
                                  (Unaudited)
                                October 24, 1998

1.  In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to present
fairly the financial position as of October 24, 1998, and the results of
operations and the cash flows for the periods ended October 24, 1998, and
October 25, 1997.  Such adjustments are of a normal recurring nature.  The
results of operations for the quarter and six months ended October 24, 1998, and
October 25, 1997, are not necessarily indicative of the results to be expected
for the full year.  The balance sheet at April 25, 1998, is derived from the
audited balance sheet as of that date.  These financial statements should be
read in conjunction with the financial statements included in the 1998 Annual
Report on Form 10-K filed on July 16, 1998.  The accompanying financial
statements and Management's Discussion and Analysis give retroactive effect to
the acquisition of Canadian Dental Supply Ltd. ("CDS") and include CDS for all
periods presented.  See Note 3 below.

2.  The fiscal year end of the Company is the last Saturday in April.  The
second quarter and six months of fiscal year 1999 and 1998 represent the 13
weeks and the twenty-six weeks ended October 24, 1998 and  October 25, 1997,
respectively.

3.  Effective August 26, 1997, the Company acquired Canadian Dental Supply Ltd.
("CDS") a Vancouver, British Columbia based distributor of dental supplies and
equipment.  Each share of CDS's outstanding common stock was converted into the
right to receive 6.324 shares of Company common stock.  The Company issued
168,648 shares of its common stock to acquire CDS.  The transaction was
accounted for as a pooling of interests.  The accompanying financial statements
and Management's Discussion and Analysis give retroactive effect to the
acquisition and include CDS for all periods presented.

     Separate results of operations for the periods prior to the merger with CDS
are as follows:

                                 Period from            Period from
                              April 27, 1997 to        July 27, 1997
                               August 26, 1997       to August 26, 1997
                             ------------------      ------------------
Net Sales
    Patterson Dental Company       $231,350               $58,039
    CDS                               8,190                 1,513
                                   --------               -------
    Total Combined                 $239,540               $59,552
                                   ========               =======

                                       6
Net Income
    Patterson Dental Company        $11,292                $3,029
    CDS                                  31                   (46)
                                    -------                ------
    Total Combined                  $11,323                $2,983
                                    =======                ======
 
Other Changes in 
 Stockholder's Equity
    Patterson Dental Company        $ 1,106                $ (154)
    CDS                                 (24)                   (2)
                                    -------                ------
    Total Combined                  $ 1,082                $ (156)
                                    =======                ======

4.  On January 12, 1998 the Company declared a 3 for 2 stock split in the form
of a 50% stock dividend payable February 17, 1998, to shareholders of record
January 30, 1998.  The accompanying financial statements and Management's
Discussion and Analysis give retroactive effect to the 3 for 2 stock split.

5.   On February 2, 1998, the Company acquired Hill Dental Company, Inc.
("Hill") a Birmingham, Alabama based distributor of dental supplies and
equipment.  Each share of Hill's outstanding common stock was converted into the
right to receive 9.39 shares of Company common stock subject to certain
conditions.  The Company issued 100,770 shares of its common stock in connection
with the Hill acquisition.  The results of the operations of Hill in the prior
year second quarter are not material to the financial statements on a pro forma
basis.

6.   On July 27, 1998, the Company acquired the assets of Dentaplex, Inc.  This
acquisition was accounted for as a purchase and, accordingly, the net assets and
operating results are included in the Company's financial statements from the
date of acquisition.  The results of operations of Dentaplex, Inc. are not
material to the financial statements on a pro forma basis.

7.  As of April 26, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income."  This Statement establishes
new rules for the display of comprehensive income and its components; however,
the adoption of the Statement had no impact on the Company's net income or
stockholders' equity.  Statement 130 requires the Company's foreign currency
translation adjustments, which prior to adoption were reported separately in
stockholders' equity, to be included in other comprehensive income.  Prior year
financial statements have been reclassified to conform to the requirements of
Statement 130.

Total comprehensive income for the three months and six months ended October 24,
1998 and October 25, 1997 is as follows:
Three Months Ended      Six Months Ended  
                                             -------------------   --------------------
                                             Oct. 24,   Oct. 25,    Oct. 24,   Oct. 25,
                                              1998        1997       1998        1997  
                                             --------   --------   ---------   --------
Net income                                   $11,897     $10,063    $22,126    $18,403
Other comprehensive income (loss):
  Foreign currency translation adjustments      (637)       (101)    (1,582)        30
                                             -------     -------    -------    -------
Total comprehensive income                   $11,260     $ 9,962    $20,544    $18,433
                                             =======     =======    =======    =======
7
8.   In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards Number 128, "Earnings per Share."  All earnings
per share amounts for all periods have been presented, and where necessary,
restated to conform to the Statement 128 requirements.

The following table sets forth the denominator for the computation of basic and
diluted earnings per share:
Three Months Ended    Six Months Ended 
                                          -------------------  ------------------
                                          Oct. 24,   Oct. 25,  Oct. 24,  Oct. 25,
                                            1998       1997      1998      1997  
                                          --------   --------  --------  --------
Denominator:
  Denominator for basic earnings per
    share - weighted-average shares       33,323     33,067    33,307    32,956
 
  Effect of dilutive securities:
    Director Stock Option Plan                53         41        55        40
    Employee Stock Purchase Plan               5          6         5         7
    Capital Accumulation Plan                 56         59        45        47
                                          ------     ------    ------    ------
 
  Dilutive potential common shares           114        106       105        94
 
  Denominator for diluted earnings per
    share - adjusted weighted-average
    shares and assumed conversions        33,437     33,173    33,412    33,050
                                          ======     ======    ======    ======
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net
sales represented by certain operational data.
Three Months Ended    Six Months Ended 
                                          -------------------  ------------------
                                          Oct. 24,   Oct. 25,  Oct. 24,  Oct. 25,
                                            1998       1997      1998      1997  
                                          --------   --------  --------  --------
Net sales......................            100.0%     100.0%     100.0%    100.0%
Cost of sales..................             63.0%      63.1%      63.1%     63.2%
                                           -----      -----      -----     -----
 
Gross profit...................             37.0%      36.9%      36.9%     36.8%
Operating expenses.............             28.2%      28.7%      28.5%     29.0%
                                           -----      -----      -----     -----
 
Operating income...............              8.8%       8.2%       8.4%      7.8%
Other income and expense, net..              0.1%       0.1%       0.2%      0.1%
                                           -----      -----      -----     -----
 
Income before income taxes.....              8.9%       8.3%       8.6%      7.9%
Income taxes...................              3.3%       3.0%       3.2%      2.9%
                                           -----      -----      -----     -----
 
Net income.....................              5.6%       5.3%       5.4%      5.0%
                                           =====      =====      =====     =====
QUARTER ENDED OCTOBER 24, 1998 COMPARED TO QUARTER ENDED OCTOBER 25, 1997.

               NET SALES.  Net sales increased 11.3% to $213.3 million for the
     three months ended October 24, 1998 ("Current Quarter") from $191.6
     million for the three months ended October 25, 1997 ("Prior Quarter").
     Sales in the U.S. dental market increased 14.4% due to increased volume and
     price increases in sundry and equipment products.  Sales of business forms
     and stationery through Colwell Systems were down 1.1% due principally to
     consolidation within the medical market.  Canadian sales were up 1% in
     Canadian dollars but were down 8.6% in U.S. dollars due to an unfavorable
     exchange rate during the Current Quarter.

          GROSS PROFIT.  Gross profit margin increased to 37.0% for the Current
     Quarter from 36.9% for the Prior Quarter.  The 10 basis point gross margin
     increase was due to a combination of higher margins from U.S. dental
     operations and Colwell.  Gross profit increased 11.6% To $78.9 million for
     the Current Quarter from $70.7 million for the Prior Quarter.  The majority
     of the increase in gross profit was due to increased sales volume.

                                       9
OPERATING EXPENSES.  Operating expenses increased 9.4% to $60.2
     million for the Current Quarter from $55.1 million for the Prior Quarter.
     The increase in operating expenses was principally related to the higher
     sales volume.  Operating expenses as a percent of sales decreased from
     28.7% to 28.2% due primarily to improved operating leverage in both the 
     U.S. and Canadian operation offset by higher fixed costs in relation to 
     sales at Colwell.

          OPERATING INCOME.  Operating income increased 19.0% to $18.7 million
     for the Current Quarter from $15.7 million for the Prior Quarter.
     Operating income as a percent of net sales increased to 8.8% from 8.2%, due
     to lower operating expenses in relation to sales and improved  gross
     margins.

          FINANCE INCOME.  Finance income, net of expenses, was $0.4 million for
     the Current Quarter compared to $0.3 million for the Prior Quarter.  The
     increase in finance income was caused by higher average short term
     investments of cash.

          INTEREST EXPENSE.  Interest expense decreased to $0.1 million for the
     Current Quarter from $0.2 million for the Prior Quarter.  This decrease is
     due mainly to lower borrowings.

          INCOME TAXES.  The effective income tax rate increased to 37.6% for
     the Current Quarter from 36.9% for the Prior Quarter.  The increase in rate
     was caused by a loss in the Canadian operation for which no tax benefit was
     recorded versus a profit in the year ago quarter when a tax loss
     carryforward was utilized.

SIX MONTHS ENDED OCTOBER 24, 1998 COMPARED TO SIX MONTHS ENDED OCTOBER 25, 1997.

               NET SALES.  Net sales increased 11.2% to $413.4 million for the
     six months ended October 24, 1998 ("Current Period") from $371.6 million
     for the six months ended October 25, 1997 ("Prior Period").  Sales in the
     U.S. were up 14.2% on strong equipment and to a lesser extent sundry sales.
     Sales in Canada were down 8.7% in U.S. dollars but were down only 1.2% in
     Canadian currency. Colwell sales were down $0.7 million or 2.4% due to
     soft medial sales. EagleSoft sales increased $3.1 million versus the
     Prior Period which included only four months of operating results for
     EagleSoft.

          GROSS PROFIT. Gross profit margin increased to 36.9% for the Current
     Period from 36.8% for the Prior Period due to the increase in higher margin
     sales at Eaglesoft.  Gross profit increased 11.6% to $ 152.5 million for
     the Current Period from $136.6 million for the Prior Period.  The increase
     in gross profit was due primarily to the increase in sales.

          OPERATING EXPENSES.  Operating expenses increased 9.3% to $117.6
     million for the Current Period from $107.6 million for the Prior Period.
     The majority of the increase in operating expenses was related to increased
     sales.  Operating expenses as a percent of sales have decreased from 29.0%
     in the Prior Period to 28.5% in the Current Period.  Expenses in relation
     to sales declined in the U.S., Canada and EagleSoft but increased at
     Colwell due primarily to increased advertising spending.

                                       10
OPERATING INCOME.  Operating income increased 20.3% to $34.9 million
     for the Current Period from $ 29.0 million for the Prior Period.  As a
     percent of net sales, operating income increased to 8.4% in the Current
     Period from 7.8% reported in the Prior Period due principally to lower
     operating expenses as a percent of sales.

          FINANCE INCOME.  Finance income, net of expenses, was $0.8 million for
     the Current Period compared to $0.5 million for the Prior Period.  Finance
     income increased $0.3 million due primarily to higher short term investment
     of cash.

          INTEREST EXPENSE.  Interest expense decreased to $0.3 million for the
     Current Period from $0.4 million for the Prior Period.  This decrease is
     due primarily to lower borrowings.

          INCOME TAXES.  The effective income tax rate increased to 38.1% for
     the Current Period from 37.6% for the Prior Period.  This increase was
     caused by an increase in the Canadian operating loss for which no tax
     benefit was recorded.

LIQUIDITY AND CAPITAL RESOURCES

     Available liquid resources at October 24, 1998 consisted of $29.7 million
     cash and cash equivalents and $29 million available under bank lines.
     Inventory increased $16.9 million from the beginning of the fiscal year
     due to increased forward buying.  Accounts receivable declined $0.8 million
     and days sales outstanding decreased from 45 to 44 Days.   The Company
     believes that cash and cash equivalents and the remainder of its credit
     lines are sufficient to meet any existing and presently anticipated needs.
     In addition, because of its low debt to equity ratio, the Company believes
     it has sufficient debt capacity to replace its existing revolver and
     provide the necessary funds to achieve its corporate objectives.

IMPACT OF YEAR 2000

     The Year 2000 issue is the result of the wide spread use of computer
     programs which were written using two digits rather than four to define the
     applicable year in performing computations or decision-making functions.
     The Company has completed its assessment of its major information
     technology and technology reliant operating systems, including its internal
     accounting, general ledger, billing, inventory and accounts payable
     systems.  The Company anticipates that all necessary modifications or
     replacements of existing systems, including testing of these systems, will
     be completed by April 30, 1999.  The Company is also assessing the need for
     modifications or replacements of existing hardware, particularly personal
     computers, and is approximately 80% complete with this assessment phase.
     The Company anticipates that remediation and testing of existing hardware
     will be completed by April 30, 1999.  The Company has been implementing the
     necessary modifications and replacements of its operating systems in the
     ordinary course of its business over the last four years and believes the
     incremental costs to complete this program will not be material.

     The Company is in the process of querying its significant suppliers of
     products and services to determine the impact on the Company if such
     suppliers fail to convert their computer systems.  The Company has not yet
     completed its assessment of the impact on the Company if such significant
     suppliers fail to convert their systems.

                                       11
The risk to the Company if significant product vendors fail to convert
     their computer systems and, as a result, are unable to ship products to the
     Company in a timely manner after the year 2000 is that the Company may not
     be able to offer such products to its customers and will be able to offer
     only replacement products, if available.  The Company generally has more
     than one source of supply for almost all categories of products it sells.
     The risks to the Company if significant service providers fail to timely
     convert their computer systems may include, in the case of vital utility
     services, the inability of a branch office or distribution center to
     operate.  In such an event, the Company does have the ability to shift its
     distribution and branch office operations to other distribution centers and
     branches within its system.  The Year 2000 efforts of third parties are
     ultimately beyond the company's control.  Notwithstanding the Company's
     efforts to substitute products or shift distribution or branch operations,
     the inability of significant suppliers of products and services to complete
     their Year 2000 resolution process in a timely fashion could materially
     adversely affect the Company.  The amount of lost revenue and impact on the
     Company can not be reasonably estimated at this time.

     The Company currently has no contingency plans in place in the event all
     phases of the Year 2000 program are not completed or significant suppliers
     of products and services fail to complete their Year 2000 resolution
     process.  The Company plans to evaluate the status of completion in March
     1999 and determine whether such a plan is necessary.

     The Company believes it has an effective program in place to resolve the
     Year 2000 issue in a timely manner.  As noted above, the failure of
     significant suppliers of products and services to the company to resolve
     their own Year 2000 issues could materially adversely affect the Company.
     In addition, disruptions in the economy generally as a result of Year 2000
     issues could also materially adversely affect the Company.

     The foregoing discussion regarding Year 2000, including the discussion of
     the timing and effectiveness of the Company's Year 2000 remediation
     efforts, contains forward-looking statements which are based on
     management's best estimates derived using assumptions and information
     considered reasonable.  These forward-looking statements involve inherent
     risks and uncertainties, and actual results could differ materially from
     those contemplated by such statements.  Factors that might cause material
     differences include, but are not limited to, the company's ability to
     locate and correct all relevant Year 2000 computer code and the ability of
     significant suppliers of products and services to effectively address the
     Year 2000 issue.  Such material differences could result in business
     disruption, operational problems, and similar risks.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     The Company wishes to caution shareholders and prospective investors that
     the following important factors, among others, could in the future affect
     the Company's actual operating results which could differ materially from
     those expressed in any forward-looking statements made by the Company.  The
     statements under this caption are intended to serve as cautionary
     statements within the meaning of the private securities litigation reform
     act of 1995.  The following information is not intended to limit in any way
     the characterization of other statements or information under other
     captions as cautionary statements for such purpose.  The order in which
     such factors appear below should not be construed to indicate their
     relative importance or priority.

                                       12
-  Reduced growth in expenditures for dental services by private dental
         insurance plans.

      -  Accuracy of the Company's assumptions concerning future per capita
         expenditures for dental services, including assumptions as to
         population growth and the demand for preventive dental services such as
         periodontic, endodontic and orthodontic procedures.

      -  The rate of growth in demand for infection control products currently
         used for prevention of the spread of communicable diseases such as
         AIDS, hepatitis and herpes.

      -  The effects of health care reform, increasing emphasis on controlling
         health care costs and legislation or regulation of health care pricing,
         all of which may affect the ability of dentists to obtain reimbursement
         for use of new and state-of-the-art procedures and technologies.

      -  The amount and growth of the Company's selling, general and
         administrative expenses.

      -  The effects of, and changes in, U.S. and world social and economic
         conditions, monetary and fiscal conditions, laws and regulations, 
         other activities of governments, agencies and similar organizations, 
         trade policies and taxes, import and other charges, inflation and 
         monetary fluctuations; the ability or inability of the Company to 
         obtain or hedge against foreign currencies, foreign exchange rates 
         and fluctuations in those rates.

      -  Ability of the Company to retain its base of customers and to increase
         its market share. 

      -  The ability of the Company to maintain satisfactory relationships with
         qualified and motivated sales personnel.

      -  Changes in economics of dentistry affecting dental practice growth and
         the demand for dental products, including the ability and willingness 
         of dentists to invest in high-technology diagnostic and therapeutic 
         products.

      -  The Company's ability to meet increased competition from national, 
         regional and full-service distributors and mail-order distributors of 
         dental products, while maintaining current or improved profit margins.

      -  Continued ability to maintain satisfactory relationships with key 
         vendors and the ability of the Company to create relationships with 
         additional manufacturers of quality, innovative products.

      -  The ability of the Company and its suppliers to upgrade their computer
         systems to adequately address the Year 2000 issue.

                                       13
PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         a)  The Company's Annual Meeting of Shareholders was held on September 
             14, 1998.

      c)(1)  The shareholders voted for two director nominees, Peter L.
             Frechette and David K. Beeken, for a three year term.  29,981,651
             shares were voted for Mr. Frechette and 313,868 shares withheld
             authority.  30,043,542 shares were voted for Mr. Beeken and 251,977
             shares withheld authority. There were no abstentions and no broker
             non-votes.

        (2)  The shareholders voted to ratify the appointment of Ernst & Young 
             LLP as independent auditors of the Company for the fiscal year 
             ending April 24, 1999.  The vote was 30,264,806 shares for, 4,016 
             shares against and 26,697 abstentions. There were no broker 
             non-votes.

Item 6.  Exhibits and Reports on Form 8-K.

        (a)  Item 27 Financial Data Schedule.

        (b)  No reports on Form 8-K were filed during the quarter for which this
             report is filed.

All other items under Part II have been omitted because they are inapplicable or
the answers are negative, or, in the case of legal proceedings, were previously
reported in the annual report on Form 10-K filed July 16, 1998.

                                       14
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, thereunto duly authorized.

                                    PATTERSON DENTAL COMPANY
                                    (Registrant)

Dated: December 4, 1998.

                                By:    /s/  Ronald E. Ezerski
                                    -------------------------------
                                    Ronald E. Ezerski
                                    Executive Vice President, Treasurer and
                                      Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)

                                       15