<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  30, 1999.

  _____  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.

                       _X_  Yes             ___  No


Patterson Dental Company has outstanding 33,689,222 shares of common stock as of
December 7, 1999.




                                  Page 1 of 15
<PAGE>

                            PATTERSON DENTAL COMPANY

                                      INDEX


                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements                                              3-7

           Condensed Consolidated Balance Sheets as of
           October 30, 1999 and April 24, 1999                                 3

           Condensed Consolidated Statements of Income for the three months
           and six months ended October 30, 1999 and October 24, 1998          4

           Condensed Consolidated Statements of Cash Flows for the six
           months ended October 30, 1999 and October 24, 1998                  5

           Notes to Condensed Consolidated Financial
           Statements                                                        6-7

  Item 2 - Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                        8-13


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 30, 1999, 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 19, 1999, 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)

<TABLE>
<CAPTION>
                                     ASSETS
                                                          October 30,   April 24,
                                                             1999          1999
                                                           ---------    ---------
                                                          (unaudited)
<S>                                                        <C>          <C>
Current assets:
       Cash and cash equivalents .......................   $  79,558    $  78,746
       Short-term investments ..........................      11,252         --
       Receivables, net ................................     114,411      112,521
       Inventory .......................................     106,609       91,722
       Prepaid expenses and other current assets .......       7,009        3,655
                                                           ---------    ---------
              Total current assets .....................     318,839      286,644
Property and equipment, net ............................      40,940       37,018
Intangibles, net .......................................      46,188       46,867
Other ..................................................       2,998        2,721
                                                           ---------    ---------
              Total assets .............................   $ 408,965    $ 373,250
                                                           =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Accounts payable ................................   $  79,657    $  67,213
       Accrued payroll expense .........................       9,852       14,342
       Other accrued expenses ..........................      14,792       16,722
       Current maturities of long-term debt ............         402          415
                                                           ---------    ---------
              Total current liabilities ................     104,703       98,692
Long-term debt .........................................       1,447        1,682
Deferred taxes .........................................       1,650        1,650
                                                           ---------    ---------
              Total liabilities ........................     107,800      102,024

Deferred credits .......................................       5,584        6,027

Stockholders' equity:
       Preferred stock .................................        --           --
       Common stock ....................................         337          336
       Additional paid-in capital ......................      67,724       66,992
       Accumulated other comprehensive income ..........      (1,872)      (2,222)
       Retained earnings ...............................     243,060      213,761
       Note receivable from ESOP .......................     (13,668)     (13,668)
                                                           ---------    ---------
              Total stockholders' equity ...............     295,581      265,199
                                                           ---------    ---------
              Total liabilities and stockholders' equity   $ 408,965    $ 373,250
                                                           =========    =========
</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. 30,     Oct. 24,     Oct. 30,     Oct. 24,
                                                    1999         1998         1999         1998
                                                 ---------    ---------    ---------    ---------
                                                                           (27 weeks)   (26 weeks)
<S>                                              <C>          <C>          <C>          <C>
Net sales ....................................   $ 248,435    $ 213,325    $ 503,034    $ 413,398

Cost of sales ................................     157,645      134,401      318,714      260,883
                                                 ---------    ---------    ---------    ---------

Gross profit .................................      90,790       78,924      184,320      152,515

Operating expenses ...........................      68,480       60,248      139,868      117,596
                                                 ---------    ---------    ---------    ---------

Operating income .............................      22,310       18,676       44,452       34,919

Other income and expense:
    Amortization of deferred credits .........         221          221          442          443
    Finance income, net ......................       1,149          397        2,040          801
    Interest expense .........................         (56)        (145)        (102)        (285)
    Profit (loss) on currency exchange .......          23          (79)         (36)        (145)
                                                 ---------    ---------    ---------    ---------

Income before income taxes ...................      23,647       19,070       46,796       35,733

Income taxes .................................       8,836        7,173       17,496       13,607
                                                 ---------    ---------    ---------    ---------

Net income ...................................   $  14,811    $  11,897    $  29,300    $  22,126
                                                 =========    =========    =========    =========

Earnings per share - basic and diluted .......   $    0.44    $    0.36    $    0.87    $    0.66
                                                 =========    =========    =========    =========

Weighted average common and dilutive potential
    common shares ............................      33,808       33,437       33,777       33,412
                                                 =========    =========    =========    =========
</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. 30,    Oct. 24,
                                                                    1999        1998
                                                                 ----------  ----------
                                                                 (27 weeks)  (26 weeks)
<S>                                                              <C>         <C>
Operating activities:
       Net income .............................................   $ 29,300    $ 22,126
       Adjustments to reconcile net income
          to net cash provided by operating
          activities:
              Depreciation ....................................      3,455       2,971
              Amortization of deferrals .......................       (443)       (443)
              Amortization of goodwill ........................      1,485       1,338
              Bad debt expense ................................        584         492
              Change in assets and liabilities, net of acquired    (12,826)    (28,656)
                                                                  --------    --------
Net cash provided by (used in) by operating activities ........     21,555      (2,172)

Investing activities:
       Proceeds from sale of facilities .......................       --         2,250
       Additions to property and equipment, net ...............     (7,301)     (3,507)
       Acquisitions, net ......................................     (2,654)       (343)
       Purchase of short-term investments .....................    (11,252)       --
                                                                  --------    --------
 Net cash provided by (used in) investing activities ..........    (21,207)     (1,600)

Financing activities:
       Decrease in bank indebtedness ..........................       --          (762)
       Payments and retirement of long-term debt and
         obligations under capital leases .....................       (301)     (2,216)
       Common stock issued, net ...............................        732         857
                                                                  --------    --------
Net cash provided by (used in) financing activities ...........        431      (2,121)

Effect of exchange rate changes on cash .......................         33           1
                                                                  --------    --------

Net increase (decrease) in cash and cash equivalents ..........        812      (5,892)

Cash and cash equivalents at beginning of period ..............     78,746      35,619
                                                                  --------    --------

Cash and cash equivalents at end of period ....................   $ 79,558    $ 29,727
                                                                  ========    ========
</TABLE>

                             See accompanying notes.

                                       5
<PAGE>

                            PATTERSON DENTAL COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands except per share data)
                                   (Unaudited)
                                October 30, 1999

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 30, 1999, and the
     results of operations and the cash flows for the periods ended October 30,
     1999, and October 24, 1998. Such adjustments are of a normal recurring
     nature. The results of operations for the quarter ended October 30, 1999,
     and October 24, 1998, are not necessarily indicative of the results to be
     expected for the full year. The balance sheet at April 24, 1999, 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
     1999 Annual Report on Form 10-K filed on July 19, 1999.

2.   The fiscal year end of the Company is the last Saturday in April. The
     second quarter of fiscal year 2000 and 1999 represent the 13 weeks ended
     October 30, 1999 and October 24, 1998, respectively. The first six months
     of fiscal year 2000 include 27 weeks while the first six months of fiscal
     year 1999 include 26 weeks.

3.   Cash equivalents consist of investments in money market funds, highly rated
     commercial paper and government securities. The maturities of these
     securities at the time of purchase is 90 days or less. Short-term
     investments consist of highly rated commercial paper and government
     securities with maturities longer than 90 days at the date of purchase. All
     cash equivalents and short-term investments are classified as available for
     sale and cost approximates market value.

4.   The Company made the following acquisitions that affect the periods covered
     by these financial statements:

             Dentaplex, Inc.                               July 27, 1998
             J&S Dental Supply Company, Inc.            February 9, 1999
             Barr Dental Supply, Inc.                      June 28, 1999
             Kentucky Dental Supply Company, Inc.       October 25, 1999

     These acquisitions were accounted for as purchases 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 these
     acquisitions individually, and in the aggregate, were not material to the
     financial statements on a pro forma basis.

5.   On February 5, 1999, the Company acquired Professional Business Systems,
     Inc. in exchange for 214,317 shares of common stock. The acquisition was
     accounted for as a pooling-of-interests and was not material to the
     financial statements on a pro forma basis. The financial statements have
     not been restated to reflect the financial position and results of the
     operations prior to the date of acquisition based on materiality.

                                       6
<PAGE>

7.   The following table sets forth the denominator for the computation of basic
     and diluted earnings per share:

                                         Three Months Ended   Six Months Ended
                                         ------------------  -------------------
                                         Oct. 30,  Oct. 24,  Oct. 30,   Oct. 24,
                                           1999      1998      1999      1998
                                          ------    ------    ------    ------

Denominator:
  Denominator for basic earnings per
    share - weighted-average shares       33,676    33,323    33,665    33,307

  Effect of dilutive securities:
    Director Stock Option Plan                69        53        61        55
    Employee Stock Purchase Plan               5         5         5         5
    Capital Accumulation Plan                 58        56        46        45
                                          ------    ------    ------    ------

  Dilutive potential common shares           132       114       112       105
                                          ------    ------    ------    ------

  Denominator for diluted earnings per
    share - adjusted weighted-average
    shares and assumed conversions        33,808    33,437    33,777    33,412
                                          ======    ======    ======    ======

                                       7
<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.

                                 Three Months Ended     Six Months Ended
                                 ------------------     ----------------
                                 Oct. 30,   Oct. 24,   Oct. 30,   Oct. 24,
                                   1999       1998       1999       1998
                                  -----      -----      -----      -----

Net sales......................   100.0%     100.0%     100.0%     100.0%
Cost of sales..................    63.4%      63.0%      63.4%      63.1%
                                  -----      -----      -----      -----

Gross profit...................    36.6%      37.0%      36.6%      36.9%
Operating expenses.............    27.6%      28.2%      27.8%      28.5%
                                  -----      -----      -----      -----

Operating income...............     9.0%       8.8%       8.8%       8.4%
Other income and expense, net..     0.5%       0.1%       0.5%       0.2%
                                  -----      -----      -----      -----

Income before income taxes.....     9.5%       8.9%       9.3%       8.6%
Income taxes...................     3.5%       3.3%       3.5%       3.2%
                                  -----      -----      -----      -----

Net income.....................     6.0%       5.6%       5.8%       5.4%
                                  =====      =====      =====      =====



QUARTER ENDED OCTOBER 30, 1999 COMPARED TO QUARTER ENDED OCTOBER 24, 1998.

          Net Sales. Net sales increased 16.5% to $248.4 million for the three
     months ended October 30, 1999 ("Current Quarter") from $213.3 million for
     the three months ended October 24, 1998 ("Prior Quarter"). All product
     categories contributed to the sales increase. Sales of dental sundry
     products increased 16.4% due primarily to an increase in the customer base
     and a 10 percent year-to-year increase in the sales force. Equipment sales
     increased 14.2%. Sales of Colwell printed office products were up 32.2%,
     which included the February 1999 acquisition of Professional Business
     Systems ("PBS"). Excluding the impact of PBS, sales were up 7.6%. EagleSoft
     software and related product sales were up 37.9% as customers upgraded
     their systems to be year 2000 compliant. Sales in Canada improved 14.2%,
     benefiting from an improving economy.

          Gross Profit. Gross profit margin declined to 36.6% for the Current
     Quarter from 37.0% for the Prior Quarter. The 40 basis point gross margin
     decrease was due primarily to the absence of certain buying opportunities
     that were available last year. Gross profit increased 15.0% to $90.8
     million for the Current Quarter from $78.9 million for the Prior Quarter.
     The majority of the increase in gross profit was due to increased sales.

                                       8
<PAGE>

          Operating Expenses. Operating expenses increased 13.7% to $68.5
     million for the Current Quarter from $60.2 million for the Prior Quarter.
     The increase in operating expenses was principally related to the higher
     sales volume and increased health care costs. Operating expenses as a
     percent of sales, however, decreased from 28.2% in the Prior Quarter to
     27.6% in the Current Quarter.

          Operating Income. Operating income increased 19.5% to $22.3 million
     for the Current Quarter from $18.7 million for the Prior Quarter. Operating
     income as a percent of net sales increased from 8.8% to 9.0%, due to
     improved operating leverage.

          Finance Income. Finance income, net of expenses, was $1.1 million for
     the Current Quarter compared to $.4 million for the Prior Quarter. Finance
     income increased $.8 million due primarily to higher average short-term
     investments of cash.

          Income Taxes. The effective income tax rate decreased slightly to
     37.4% for the Current Quarter from 37.6% for the Prior Quarter.

          Net Income. Net income was $14.8 million, up $2.9 million or 24.5%
     from $11.9 million reported in the second quarter of last year due to the
     factors discussed above.

          Earnings Per Share. Earnings per share were 44 cents which represents
     an 8 cent or 22.2% increase over the same quarter a year ago.


SIX MONTHS ENDED OCTOBER 30, 1999 COMPARED TO SIX MONTHS ENDED OCTOBER 24, 1998.

          Net Sales. Net sales increased 21.7% to $503.0 million for the six
     months ended October 30, 1999 ("Current Period") from $413.4 million for
     the six months ended October 24, 1998 ("Prior Period"). The Current Period
     includes 27 weeks versus 26 weeks in the Prior Period. Excluding the impact
     of the additional week, sales increased approximately 17%. Sales references
     in parentheses exclude the additional week. Sales of sundries increased
     21.0%(17%) due primarily to contributions from an expanded sales force and
     an increase in number of customers. Equipment sales increased 20.8%(16%) on
     strong demand across the line. Sales of printed office products through
     Colwell Systems were up 36.0%. Excluding the impact of the acquisition of
     PBS and the additional week sales increased 6.6%. An expanded product
     offering and better account penetration by the dental sales force were the
     major factors contributing to the increase. EagleSoft software and related
     services sales increased 64.6%(58%).

          Gross Profit. Gross profit margin decreased to 36.6% for the Current
     Period from 36.9% for the Prior Period due primarily to the absence of
     certain buying opportunities that were available last year. Gross profit
     increased 20.9% to $184.3 million for the Current Period from $152.5
     million for the Prior Period. The increase in gross profit was due
     primarily to the increase in sales volume.

          Operating Expenses. Operating expenses increased 18.9% to $139.9
     million for the Current Period from $117.6 million for the Prior Period.
     The majority of the increase in operating expenses was related to greater
     sales volume, incentive compensation and higher health care costs.
     Operating expenses as a percent of sales declined from 28.5% to 27.8% due
     to improved operating leverage.

                                       9
<PAGE>

          Operating Income. Operating income increased 27.3% to $44.5 million
     for the Current Period from $34.9 million for the Prior Period. As a
     percent of net sales, operating income increased from 8.4% to 8.8%, due to
     better leverage of the Company's infrastructure.

          Finance Income. Finance income, net of expenses, was $2.0 million for
     the Current Period compared to $.8 million for the Prior Period. Finance
     income increased $1.2 million due primarily to increased average short-term
     investments of cash.

          Income Taxes. The effective income tax rate decreased to 37.4% for the
     Current Period from 38.1% for the Prior Period as a result of operating
     profit in Canada and utilization of tax-loss carryforwards in that country.

          Net Income. Net income was $29.3 million, up $7.2 million or 32.4 %
     from $22.1 million reported in the first half of last year due to the
     factors discussed above.

          Earnings Per Share. Earnings per share were 87 cents which represents
     a 21 cent or 31.8% increase over the same period a year ago.



LIQUIDITY AND CAPITAL RESOURCES

     Available liquid resources at October 30, 1999 consisted of $90.8 million
     of cash and short-term investments and $11.3 million available under
     existing bank lines at October 30, 1999. Inventory increased $14.9 million
     from the beginning of the fiscal year. However, inventory turnover
     increased from 6.0 at the beginning of fiscal year 2000 to 6.2 turns at
     October 30, 1999. Accounts receivable increased $1.9 million to $106.6
     million from the beginning of the year, while days sales outstanding
     declined to 41 days from 43 days. Capital expenditures increased $3.8
     million in the Current Period versus the Prior Period as the Company
     invested in a new distribution center that is expected to come on line in
     February 2000. The Company believes that cash and short-term investments
     and the remainder of its credit lines are sufficient to meet any existing
     and presently anticipated cash 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 widespread 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. Necessary modifications or replacements of existing systems,
     including testing of these systems, have been completed. The Company has
     also assessed the need for modifications or replacements of existing
     hardware, particularly personal computers, and has completed this
     assessment phase. The remediation and testing of existing hardware has been
     completed. As a result, the Company believes that substantially all
     critical business systems and hardware are Year 2000 compliant. The Company
     has been implementing the necessary modifications and replacements of its
     operating systems in the ordinary course of its business over

                                       10
<PAGE>

     the last four years and believes the incremental costs to complete this
     program were less than $200,000. Over the past four years the Company has
     invested approximately $500,000 in new systems.

     The Company is also dependent on its vendors to supply the products it
     sells and on service providers, including transportation providers and
     utilities. The Company has sought assurances from its significant suppliers
     of products and services to determine the impact on the Company if such
     suppliers fail to convert their computer systems. While the vast majority
     of the Company's significant suppliers have assured the Company that their
     systems are currently Year 2000 compliant, or will be made Year 2000
     compliant prior to December 31, 1999, there can be no assurance that there
     will not be a material adverse impact on the Company if a substantial
     number of significant suppliers fail to convert their systems.

     The Year 2000 efforts of third parties are ultimately beyond the Company's
     control. 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. However,
     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 the impact on the Company can not be reasonably
     estimated at this time.

     The Company has developed contingency plans in the event significant
     suppliers of products or services fail to complete their Year 2000
     resolution process. These plans include identifying alternate sources of
     products, increasing the inventory of certain products, testing the
     operation of critical systems at each location during the holiday week-end,
     preparing to shift operations from any branch or distribution center
     location which fails to operate to other branches or distribution centers
     which are operational, and temporarily redirecting staff to certain
     customer service functions to help resolve Year 2000 issues which may
     arise.

     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 also could 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.

                                       11
<PAGE>

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     Certain information of a non-historical nature contain forward-looking
     statements. Words such as "believes", "expects", "plans", "estimates" and
     variations of such words are intended to identify such forward-looking
     statements. The statements are not guaranties of future performance and are
     subject to certain risks, uncertainties or assumptions that are difficult
     to predict: therefore, the Company cautions 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. 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.

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

     o    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.

     o    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.

     o    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.

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

     o    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.

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

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

     o    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.

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

                                       12
<PAGE>

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

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

     o    Future operating results of the Company's printed office products
          group depends upon its ability to attract and retain customers by
          offering quick response time and innovative products that meet
          industry reporting standards. Because the cost of paper stock
          represents over half the cost of its paper and printed products,
          future operating results may be subject to fluctuations in paper
          prices. In addition, the introduction of computer-based technologies
          into the management of health care practices may affect future demand
          for printed products.

                                       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 13,
          1999.

    c)(1) The shareholders voted for two director nominees, Ronald E. Ezerski
          and Andre B. Lacy, for a three year term. 31,251,580 shares were voted
          for Mr. Ezerski and 584,808 shares withheld authority. 31,394,967
          shares were voted for Mr. Lacy and 441,421 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 29, 2000. The vote was 31,776,602 shares for, 4,555 shares
          against and 55,231 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 19, 1999.

                                       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 10, 1999

                               By: /s/ R. Stephen Armstrong
                                   ------------------------
                                   R. Stephen Armstrong
                                   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": 40765}]
{"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": "99773193"}, "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  30, 1999.

  _____  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.

                       _X_  Yes             ___  No

Patterson Dental Company has outstanding 33,689,222 shares of common stock as of
December 7, 1999.

                                  Page 1 of 15
PATTERSON DENTAL COMPANY

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements                                              3-7

           Condensed Consolidated Balance Sheets as of
           October 30, 1999 and April 24, 1999                                 3

           Condensed Consolidated Statements of Income for the three months
           and six months ended October 30, 1999 and October 24, 1998          4

           Condensed Consolidated Statements of Cash Flows for the six
           months ended October 30, 1999 and October 24, 1998                  5

           Notes to Condensed Consolidated Financial
           Statements                                                        6-7

  Item 2 - Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                        8-13

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 30, 1999, 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 19, 1999, 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 30,   April 24,
                                                             1999          1999
                                                           ---------    ---------
                                                          (unaudited)
Current assets:
       Cash and cash equivalents .......................   $  79,558    $  78,746
       Short-term investments ..........................      11,252         --
       Receivables, net ................................     114,411      112,521
       Inventory .......................................     106,609       91,722
       Prepaid expenses and other current assets .......       7,009        3,655
                                                           ---------    ---------
              Total current assets .....................     318,839      286,644
Property and equipment, net ............................      40,940       37,018
Intangibles, net .......................................      46,188       46,867
Other ..................................................       2,998        2,721
                                                           ---------    ---------
              Total assets .............................   $ 408,965    $ 373,250
                                                           =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Accounts payable ................................   $  79,657    $  67,213
       Accrued payroll expense .........................       9,852       14,342
       Other accrued expenses ..........................      14,792       16,722
       Current maturities of long-term debt ............         402          415
                                                           ---------    ---------
              Total current liabilities ................     104,703       98,692
Long-term debt .........................................       1,447        1,682
Deferred taxes .........................................       1,650        1,650
                                                           ---------    ---------
              Total liabilities ........................     107,800      102,024

Deferred credits .......................................       5,584        6,027

Stockholders' equity:
       Preferred stock .................................        --           --
       Common stock ....................................         337          336
       Additional paid-in capital ......................      67,724       66,992
       Accumulated other comprehensive income ..........      (1,872)      (2,222)
       Retained earnings ...............................     243,060      213,761
       Note receivable from ESOP .......................     (13,668)     (13,668)
                                                           ---------    ---------
              Total stockholders' equity ...............     295,581      265,199
                                                           ---------    ---------
              Total liabilities and stockholders' equity   $ 408,965    $ 373,250
                                                           =========    =========
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. 30,     Oct. 24,     Oct. 30,     Oct. 24,
                                                    1999         1998         1999         1998
                                                 ---------    ---------    ---------    ---------
                                                                           (27 weeks)   (26 weeks)
Net sales ....................................   $ 248,435    $ 213,325    $ 503,034    $ 413,398

Cost of sales ................................     157,645      134,401      318,714      260,883
                                                 ---------    ---------    ---------    ---------

Gross profit .................................      90,790       78,924      184,320      152,515

Operating expenses ...........................      68,480       60,248      139,868      117,596
                                                 ---------    ---------    ---------    ---------

Operating income .............................      22,310       18,676       44,452       34,919

Other income and expense:
    Amortization of deferred credits .........         221          221          442          443
    Finance income, net ......................       1,149          397        2,040          801
    Interest expense .........................         (56)        (145)        (102)        (285)
    Profit (loss) on currency exchange .......          23          (79)         (36)        (145)
                                                 ---------    ---------    ---------    ---------

Income before income taxes ...................      23,647       19,070       46,796       35,733

Income taxes .................................       8,836        7,173       17,496       13,607
                                                 ---------    ---------    ---------    ---------

Net income ...................................   $  14,811    $  11,897    $  29,300    $  22,126
                                                 =========    =========    =========    =========

Earnings per share - basic and diluted .......   $    0.44    $    0.36    $    0.87    $    0.66
                                                 =========    =========    =========    =========

Weighted average common and dilutive potential
    common shares ............................      33,808       33,437       33,777       33,412
                                                 =========    =========    =========    =========
See accompanying notes.

                                       4
PATTERSON DENTAL COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
Six Months Ended
                                                                 ----------------------
                                                                  Oct. 30,    Oct. 24,
                                                                    1999        1998
                                                                 ----------  ----------
                                                                 (27 weeks)  (26 weeks)
Operating activities:
       Net income .............................................   $ 29,300    $ 22,126
       Adjustments to reconcile net income
          to net cash provided by operating
          activities:
              Depreciation ....................................      3,455       2,971
              Amortization of deferrals .......................       (443)       (443)
              Amortization of goodwill ........................      1,485       1,338
              Bad debt expense ................................        584         492
              Change in assets and liabilities, net of acquired    (12,826)    (28,656)
                                                                  --------    --------
Net cash provided by (used in) by operating activities ........     21,555      (2,172)

Investing activities:
       Proceeds from sale of facilities .......................       --         2,250
       Additions to property and equipment, net ...............     (7,301)     (3,507)
       Acquisitions, net ......................................     (2,654)       (343)
       Purchase of short-term investments .....................    (11,252)       --
                                                                  --------    --------
 Net cash provided by (used in) investing activities ..........    (21,207)     (1,600)

Financing activities:
       Decrease in bank indebtedness ..........................       --          (762)
       Payments and retirement of long-term debt and
         obligations under capital leases .....................       (301)     (2,216)
       Common stock issued, net ...............................        732         857
                                                                  --------    --------
Net cash provided by (used in) financing activities ...........        431      (2,121)

Effect of exchange rate changes on cash .......................         33           1
                                                                  --------    --------

Net increase (decrease) in cash and cash equivalents ..........        812      (5,892)

Cash and cash equivalents at beginning of period ..............     78,746      35,619
                                                                  --------    --------

Cash and cash equivalents at end of period ....................   $ 79,558    $ 29,727
                                                                  ========    ========
See accompanying notes.

                                       5
PATTERSON DENTAL COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands except per share data)
                                   (Unaudited)
                                October 30, 1999

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 30, 1999, and the
     results of operations and the cash flows for the periods ended October 30,
     1999, and October 24, 1998. Such adjustments are of a normal recurring
     nature. The results of operations for the quarter ended October 30, 1999,
     and October 24, 1998, are not necessarily indicative of the results to be
     expected for the full year. The balance sheet at April 24, 1999, 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
     1999 Annual Report on Form 10-K filed on July 19, 1999.

2.   The fiscal year end of the Company is the last Saturday in April. The
     second quarter of fiscal year 2000 and 1999 represent the 13 weeks ended
     October 30, 1999 and October 24, 1998, respectively. The first six months
     of fiscal year 2000 include 27 weeks while the first six months of fiscal
     year 1999 include 26 weeks.

3.   Cash equivalents consist of investments in money market funds, highly rated
     commercial paper and government securities. The maturities of these
     securities at the time of purchase is 90 days or less. Short-term
     investments consist of highly rated commercial paper and government
     securities with maturities longer than 90 days at the date of purchase. All
     cash equivalents and short-term investments are classified as available for
     sale and cost approximates market value.

4.   The Company made the following acquisitions that affect the periods covered
     by these financial statements:

             Dentaplex, Inc.                               July 27, 1998
             J&S Dental Supply Company, Inc.            February 9, 1999
             Barr Dental Supply, Inc.                      June 28, 1999
             Kentucky Dental Supply Company, Inc.       October 25, 1999

     These acquisitions were accounted for as purchases 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 these
     acquisitions individually, and in the aggregate, were not material to the
     financial statements on a pro forma basis.

5.   On February 5, 1999, the Company acquired Professional Business Systems,
     Inc. in exchange for 214,317 shares of common stock. The acquisition was
     accounted for as a pooling-of-interests and was not material to the
     financial statements on a pro forma basis. The financial statements have
     not been restated to reflect the financial position and results of the
     operations prior to the date of acquisition based on materiality.

                                       6
7.   The following table sets forth the denominator for the computation of basic
     and diluted earnings per share:

                                         Three Months Ended   Six Months Ended
                                         ------------------  -------------------
                                         Oct. 30,  Oct. 24,  Oct. 30,   Oct. 24,
                                           1999      1998      1999      1998
                                          ------    ------    ------    ------

Denominator:
  Denominator for basic earnings per
    share - weighted-average shares       33,676    33,323    33,665    33,307

  Effect of dilutive securities:
    Director Stock Option Plan                69        53        61        55
    Employee Stock Purchase Plan               5         5         5         5
    Capital Accumulation Plan                 58        56        46        45
                                          ------    ------    ------    ------

  Dilutive potential common shares           132       114       112       105
                                          ------    ------    ------    ------

  Denominator for diluted earnings per
    share - adjusted weighted-average
    shares and assumed conversions        33,808    33,437    33,777    33,412
                                          ======    ======    ======    ======

                                       7
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. 30,   Oct. 24,   Oct. 30,   Oct. 24,
                                   1999       1998       1999       1998
                                  -----      -----      -----      -----

Net sales......................   100.0%     100.0%     100.0%     100.0%
Cost of sales..................    63.4%      63.0%      63.4%      63.1%
                                  -----      -----      -----      -----

Gross profit...................    36.6%      37.0%      36.6%      36.9%
Operating expenses.............    27.6%      28.2%      27.8%      28.5%
                                  -----      -----      -----      -----

Operating income...............     9.0%       8.8%       8.8%       8.4%
Other income and expense, net..     0.5%       0.1%       0.5%       0.2%
                                  -----      -----      -----      -----

Income before income taxes.....     9.5%       8.9%       9.3%       8.6%
Income taxes...................     3.5%       3.3%       3.5%       3.2%
                                  -----      -----      -----      -----

Net income.....................     6.0%       5.6%       5.8%       5.4%
                                  =====      =====      =====      =====

QUARTER ENDED OCTOBER 30, 1999 COMPARED TO QUARTER ENDED OCTOBER 24, 1998.

          Net Sales. Net sales increased 16.5% to $248.4 million for the three
     months ended October 30, 1999 ("Current Quarter") from $213.3 million for
     the three months ended October 24, 1998 ("Prior Quarter"). All product
     categories contributed to the sales increase. Sales of dental sundry
     products increased 16.4% due primarily to an increase in the customer base
     and a 10 percent year-to-year increase in the sales force. Equipment sales
     increased 14.2%. Sales of Colwell printed office products were up 32.2%,
     which included the February 1999 acquisition of Professional Business
     Systems ("PBS"). Excluding the impact of PBS, sales were up 7.6%. EagleSoft
     software and related product sales were up 37.9% as customers upgraded
     their systems to be year 2000 compliant. Sales in Canada improved 14.2%,
     benefiting from an improving economy.

          Gross Profit. Gross profit margin declined to 36.6% for the Current
     Quarter from 37.0% for the Prior Quarter. The 40 basis point gross margin
     decrease was due primarily to the absence of certain buying opportunities
     that were available last year. Gross profit increased 15.0% to $90.8
     million for the Current Quarter from $78.9 million for the Prior Quarter.
     The majority of the increase in gross profit was due to increased sales.

                                       8
Operating Expenses. Operating expenses increased 13.7% to $68.5
     million for the Current Quarter from $60.2 million for the Prior Quarter.
     The increase in operating expenses was principally related to the higher
     sales volume and increased health care costs. Operating expenses as a
     percent of sales, however, decreased from 28.2% in the Prior Quarter to
     27.6% in the Current Quarter.

          Operating Income. Operating income increased 19.5% to $22.3 million
     for the Current Quarter from $18.7 million for the Prior Quarter. Operating
     income as a percent of net sales increased from 8.8% to 9.0%, due to
     improved operating leverage.

          Finance Income. Finance income, net of expenses, was $1.1 million for
     the Current Quarter compared to $.4 million for the Prior Quarter. Finance
     income increased $.8 million due primarily to higher average short-term
     investments of cash.

          Income Taxes. The effective income tax rate decreased slightly to
     37.4% for the Current Quarter from 37.6% for the Prior Quarter.

          Net Income. Net income was $14.8 million, up $2.9 million or 24.5%
     from $11.9 million reported in the second quarter of last year due to the
     factors discussed above.

          Earnings Per Share. Earnings per share were 44 cents which represents
     an 8 cent or 22.2% increase over the same quarter a year ago.

SIX MONTHS ENDED OCTOBER 30, 1999 COMPARED TO SIX MONTHS ENDED OCTOBER 24, 1998.

          Net Sales. Net sales increased 21.7% to $503.0 million for the six
     months ended October 30, 1999 ("Current Period") from $413.4 million for
     the six months ended October 24, 1998 ("Prior Period"). The Current Period
     includes 27 weeks versus 26 weeks in the Prior Period. Excluding the impact
     of the additional week, sales increased approximately 17%. Sales references
     in parentheses exclude the additional week. Sales of sundries increased
     21.0%(17%) due primarily to contributions from an expanded sales force and
     an increase in number of customers. Equipment sales increased 20.8%(16%) on
     strong demand across the line. Sales of printed office products through
     Colwell Systems were up 36.0%. Excluding the impact of the acquisition of
     PBS and the additional week sales increased 6.6%. An expanded product
     offering and better account penetration by the dental sales force were the
     major factors contributing to the increase. EagleSoft software and related
     services sales increased 64.6%(58%).

          Gross Profit. Gross profit margin decreased to 36.6% for the Current
     Period from 36.9% for the Prior Period due primarily to the absence of
     certain buying opportunities that were available last year. Gross profit
     increased 20.9% to $184.3 million for the Current Period from $152.5
     million for the Prior Period. The increase in gross profit was due
     primarily to the increase in sales volume.

          Operating Expenses. Operating expenses increased 18.9% to $139.9
     million for the Current Period from $117.6 million for the Prior Period.
     The majority of the increase in operating expenses was related to greater
     sales volume, incentive compensation and higher health care costs.
     Operating expenses as a percent of sales declined from 28.5% to 27.8% due
     to improved operating leverage.

                                       9
Operating Income. Operating income increased 27.3% to $44.5 million
     for the Current Period from $34.9 million for the Prior Period. As a
     percent of net sales, operating income increased from 8.4% to 8.8%, due to
     better leverage of the Company's infrastructure.

          Finance Income. Finance income, net of expenses, was $2.0 million for
     the Current Period compared to $.8 million for the Prior Period. Finance
     income increased $1.2 million due primarily to increased average short-term
     investments of cash.

          Income Taxes. The effective income tax rate decreased to 37.4% for the
     Current Period from 38.1% for the Prior Period as a result of operating
     profit in Canada and utilization of tax-loss carryforwards in that country.

          Net Income. Net income was $29.3 million, up $7.2 million or 32.4 %
     from $22.1 million reported in the first half of last year due to the
     factors discussed above.

          Earnings Per Share. Earnings per share were 87 cents which represents
     a 21 cent or 31.8% increase over the same period a year ago.

LIQUIDITY AND CAPITAL RESOURCES

     Available liquid resources at October 30, 1999 consisted of $90.8 million
     of cash and short-term investments and $11.3 million available under
     existing bank lines at October 30, 1999. Inventory increased $14.9 million
     from the beginning of the fiscal year. However, inventory turnover
     increased from 6.0 at the beginning of fiscal year 2000 to 6.2 turns at
     October 30, 1999. Accounts receivable increased $1.9 million to $106.6
     million from the beginning of the year, while days sales outstanding
     declined to 41 days from 43 days. Capital expenditures increased $3.8
     million in the Current Period versus the Prior Period as the Company
     invested in a new distribution center that is expected to come on line in
     February 2000. The Company believes that cash and short-term investments
     and the remainder of its credit lines are sufficient to meet any existing
     and presently anticipated cash 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 widespread 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. Necessary modifications or replacements of existing systems,
     including testing of these systems, have been completed. The Company has
     also assessed the need for modifications or replacements of existing
     hardware, particularly personal computers, and has completed this
     assessment phase. The remediation and testing of existing hardware has been
     completed. As a result, the Company believes that substantially all
     critical business systems and hardware are Year 2000 compliant. The Company
     has been implementing the necessary modifications and replacements of its
     operating systems in the ordinary course of its business over

                                       10
the last four years and believes the incremental costs to complete this
     program were less than $200,000. Over the past four years the Company has
     invested approximately $500,000 in new systems.

     The Company is also dependent on its vendors to supply the products it
     sells and on service providers, including transportation providers and
     utilities. The Company has sought assurances from its significant suppliers
     of products and services to determine the impact on the Company if such
     suppliers fail to convert their computer systems. While the vast majority
     of the Company's significant suppliers have assured the Company that their
     systems are currently Year 2000 compliant, or will be made Year 2000
     compliant prior to December 31, 1999, there can be no assurance that there
     will not be a material adverse impact on the Company if a substantial
     number of significant suppliers fail to convert their systems.

     The Year 2000 efforts of third parties are ultimately beyond the Company's
     control. 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. However,
     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 the impact on the Company can not be reasonably
     estimated at this time.

     The Company has developed contingency plans in the event significant
     suppliers of products or services fail to complete their Year 2000
     resolution process. These plans include identifying alternate sources of
     products, increasing the inventory of certain products, testing the
     operation of critical systems at each location during the holiday week-end,
     preparing to shift operations from any branch or distribution center
     location which fails to operate to other branches or distribution centers
     which are operational, and temporarily redirecting staff to certain
     customer service functions to help resolve Year 2000 issues which may
     arise.

     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 also could 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.

                                       11
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     Certain information of a non-historical nature contain forward-looking
     statements. Words such as "believes", "expects", "plans", "estimates" and
     variations of such words are intended to identify such forward-looking
     statements. The statements are not guaranties of future performance and are
     subject to certain risks, uncertainties or assumptions that are difficult
     to predict: therefore, the Company cautions 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. 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.

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

     o    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.

     o    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.

     o    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.

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

     o    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.

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

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

     o    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.

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

                                       12
o    Continued ability of the Company to maintain satisfactory
          relationships with key vendors and the ability of the Company to
          create relationships with additional manufacturers of quality,
          innovative products.

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

     o    Future operating results of the Company's printed office products
          group depends upon its ability to attract and retain customers by
          offering quick response time and innovative products that meet
          industry reporting standards. Because the cost of paper stock
          represents over half the cost of its paper and printed products,
          future operating results may be subject to fluctuations in paper
          prices. In addition, the introduction of computer-based technologies
          into the management of health care practices may affect future demand
          for printed products.

                                       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 13,
          1999.

    c)(1) The shareholders voted for two director nominees, Ronald E. Ezerski
          and Andre B. Lacy, for a three year term. 31,251,580 shares were voted
          for Mr. Ezerski and 584,808 shares withheld authority. 31,394,967
          shares were voted for Mr. Lacy and 441,421 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 29, 2000. The vote was 31,776,602 shares for, 4,555 shares
          against and 55,231 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 19, 1999.

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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 10, 1999

                               By: /s/ R. Stephen Armstrong
                                   ------------------------
                                   R. Stephen Armstrong
                                   Executive Vice President, Treasurer and Chief
                                   Financial Officer
                                   (Principal Financial Officer and Principal
                                   Accounting Officer)

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