<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 JANUARY 25, 2003.

___  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 68,010,967 shares of common stock as of
March 4, 2003.

                                  Page 1 of 17

<PAGE>

                            PATTERSON DENTAL COMPANY

                                      INDEX

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements                                                      3-8

               Consolidated Balance Sheets as of January 25, 2003 and April 27, 2002       3

               Consolidated Statements of Income for the Three Months
               and Nine Months Ended January 25, 2003 and January 26, 2002                 4

               Consolidated Statements of Cash Flows for the Nine
               Months Ended January 25, 2003 and January 26, 2002                          5

               Notes to Consolidated Financial Statements                                  6

      Item 2 - Management's Discussion and Analysis of Financial Condition
               and Results of Operations.                                               9-13

      Item 3 - Quantitative and Qualitative Disclosures About Market Risk                 14

      Item 4 - Controls and Procedures                                                    14


PART II - OTHER INFORMATION

      Item 6 - Exhibits and Reports on Form 8-K                                           14

      Signatures                                                                          15

      Certifications                                                                   16-17

</TABLE>

Safe Harbor Statement Under The Private Securities Litigation Reform Act Of
---------------------------------------------------------------------------
1995:
-----

         This Form 10-Q for the period ended January 25, 2003, 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 25, 2002, and
other documents filed with the Securities and Exchange Commission. See also page
13 of this Form 10-Q.

                                       2

<PAGE>

                          PART I FINANCIAL INFORMATION

                            PATTERSON DENTAL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                                January 25, 2003  April 27, 2002
                                                ----------------  --------------
ASSETS                                               (unaudited)
Current assets:
     Cash and cash equivalents                         $ 135,365      $ 125,986
     Short-term investments                               28,292         25,251
     Receivables, net                                    223,269        222,435
     Inventory                                           150,631        142,457
     Prepaid expenses and other current assets            12,730         13,291
                                                       ---------      ---------
         Total current assets                            550,287        529,420
Property and equipment, net                               56,636         57,140
Goodwill                                                 125,395        115,079
Identifiable intangibles, net                              9,290         11,149
Other                                                     22,482          5,588
                                                       ---------      ---------
         Total assets                                  $ 764,090      $ 718,376
                                                       =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                  $ 102,577      $ 133,637
     Accrued payroll expense                              26,408         28,311
     Income taxes payable                                  5,137          7,815
     Other accrued expenses                               34,312         28,244
                                                       ---------      ---------
         Total current liabilities                       168,434        198,007
Non-current liabilities                                    2,393          2,637
                                                       ---------      ---------
         Total liabilities                               170,827        200,644

Deferred credits                                              --          3,372

STOCKHOLDERS' EQUITY
     Common stock                                            680            681
     Additional paid-in capital                           82,661         90,777
     Accumulated other comprehensive loss                 (2,159)        (3,084)
     Retained earnings                                   535,756        449,661
     Notes receivable from ESOP                          (23,675)       (23,675)
                                                       ---------      ---------
         Total stockholders' equity                      593,263        514,360
                                                       ---------      ---------
         Total liabilities and stockholders' equity    $ 764,090      $ 718,376
                                                       =========      =========


                             See accompanying notes.

                                       3

<PAGE>

                            PATTERSON DENTAL COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                 (Dollars in thousands except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended            Nine Months Ended
                                                 January 25,     January 26,    January 25,    January 26,
                                                     2003           2002           2003           2002
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
Net sales                                        $   421,070    $   357,394    $ 1,209,630    $ 1,015,666
Cost of sales                                        273,305        231,786        790,916        661,788
                                                 -----------    -----------    -----------    -----------
Gross margin                                         147,765        125,608        418,714        353,878
Operating expenses                                   101,288         87,027        290,916        249,902
                                                 -----------    -----------    -----------    -----------
Operating income                                      46,477         38,581        127,798        103,976

Other income and expense:
          Amortization of deferred credits                --            221             --            663
          Finance income, net                          1,681            949          4,772          3,755
          Interest expense                               (34)           (12)           (45)           (83)
          Profit (loss) on currency exchange             108            (70)            38           (119)
                                                 -----------    -----------    -----------    -----------

Income before income taxes and
     cumulative effect of accounting change           48,232         39,669        132,563        108,192

Income taxes                                          18,130         14,837         49,840         40,465
                                                 -----------    -----------    -----------    -----------

Income before cumulative effect of
     accounting change                                30,102         24,832         82,723         67,727

Cumulative effect of accounting change-
     See Note 7                                           --             --          3,372             --
                                                 ===========    ===========    ===========    ===========
Net income                                       $    30,102    $    24,832    $    86,095    $    67,727
                                                 ===========    ===========    ===========    ===========


Before cumulative effect of accounting change:
          Earnings per share - basic             $      0.44    $      0.37    $      1.22    $      1.00
                                                 ===========    ===========    ===========    ===========
          Earnings per share - diluted           $      0.44    $      0.36    $      1.21    $      0.99
                                                 ===========    ===========    ===========    ===========

After cumulative effect of accounting change:
          Earnings per share - basic             $      0.44    $      0.37    $      1.27    $      1.00
                                                 ===========    ===========    ===========    ===========
          Earnings per share - diluted           $      0.44    $      0.36    $      1.26    $      0.99
                                                 ===========    ===========    ===========    ===========
Weighted average common shares:
          Basic                                       67,797         67,687         67,855         67,675
          Dilutive potential                          68,406         68,225         68,505         68,163
</TABLE>

                             See accompanying notes.

                                       4

<PAGE>

                            PATTERSON DENTAL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                            January 25, 2003  January 26, 2002
                                                            ----------------  ----------------
<S>                                                                <C>             <C>
Operating activities:
      Income before cumulative effect of
        accounting change                                          $  82,723       $  67,727
      Adjustments to reconcile net income to net
        cash (used in) provided by operating activities:
            Depreciation                                               8,011           6,684
            Amortization of deferred credits                              --            (664)
            Amortization of intangibles                                1,858           3,909
            Bad debt expense                                             697           1,326
            Change in assets and liabilities, net of acquired        (59,074)        (32,742)
                                                                   ---------       ---------
Net cash provided by operating activities                             34,215          46,240

Investing activities:

      Additions to property and equipment, net                        (8,658)         (8,356)
      Acquisitions, net                                               (4,956)        (86,123)
      (Purchase) sale of short-term investments                       (3,041)          1,736
                                                                   ---------       ---------
 Net cash used in investing activities                               (16,655)        (92,743)

Financing activities:
      Payments and retirement of long-term debt and
        obligations under capital leases                                (275)           (300)
      Common stock repurchased, net
                                                                      (8,117)         (4,826)
                                                                   ---------       ---------
Net cash used in financing activities                                 (8,392)         (5,126)

Effect of exchange rate changes on cash                                  211            (784)
                                                                   ---------       ---------

Net increase (decrease) in cash and cash equivalents                   9,379         (52,413)

Cash and cash equivalents at beginning of period                     125,986         160,024

                                                                   ---------       ---------
Cash and cash equivalents at end of period                         $ 135,365       $ 107,611
                                                                   =========       =========
</TABLE>

                             See accompanying notes.

                                       5

<PAGE>

                            PATTERSON DENTAL COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands except per share data)
                                   (Unaudited)
                                January 25, 2003

1.   In the opinion of management, the accompanying unaudited consolidated
     financial statements contain all adjustments necessary to present fairly
     the financial position of the Company as of January 25, 2003, and the
     results of operations and the cash flows for the periods ended January 25,
     2003 and January 26, 2002. Such adjustments are of a normal recurring
     nature. The results of operations for the quarter ended January 25, 2003
     and January 26, 2002, are not necessarily indicative of the results to be
     expected for the full year. The balance sheet at April 27, 2002, 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
     2002 Annual Report on Form 10-K filed on July 25, 2002.

     The consolidated financial statements of Patterson Dental Company include
     the assets and liabilities of PDC Funding Company, LLC, a wholly owned
     subsidiary and a separate legal entity under Minnesota law. The assets of
     PDC Funding Company, LLC, would be available first and foremost to satisfy
     the claims of its creditors. There are no known creditors of PDC Funding
     Company, LLC.

2.   The fiscal year end of the Company is the last Saturday in April. The third
     quarter of fiscal 2003 and 2002 represent the 13 weeks ended January 25,
     2003 and January 26, 2002, respectively.

3.   Total comprehensive income was $31,182 and $87,020 for the three and nine
     months ended January 25, 2003, respectively, and $23,582 and $66,081 for
     the three and nine months ended January 26, 2002 respectively.

4.   On April 2, 2002 and July 9, 2002, respectively, the Company purchased
     Thompson Dental Company ("Thompson"), an eastern regional dental supplier
     in the U.S., and Distribution Quebec Dentaire, Inc. ("DQD"), a full-service
     distributor of dental supplies and equipment serving the province of
     Quebec, Canada. The operating results of Thompson and DQD are included in
     the consolidated statements of income since the dates of acquisition. Pro
     forma results of operations have not been presented since the effect of the
     acquisitions was not material to the Company.

     The Company also acquired the assets of J. A. Webster, Inc. in July 2001.
     The following pro forma summary presents the results of operations, as if
     the acquisition had occurred at the beginning of the prior fiscal year. The
     pro forma results of operations are not necessarily indicative of the
     results that would have been achieved had the two companies been combined:

                                                          Nine Months Ended
                                                           January 26, 2002
                                                           ----------------
                   Net sales                                 $1,049,294
                   Net income                                    68,118 (1)

                   Earnings per share - basic                     $1.00 (1)
                   Earnings per share - diluted                   $0.99 (1)

(1)  Reflects the amortization of certain identifiable intangible assets.
     Because the transaction was consummated following the effective date
     specified in the recently issued Statement of the Financial Accounting
     Standards Board No. 142 "Goodwill and Other Intangible Assets," the

                                       6

<PAGE>

     Company is not amortizing goodwill for this transaction, but the goodwill
     becomes subject to periodic evaluations of possible impairment in its
     value.

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

                                       Three Months Ended     Nine Months Ended
                                       ------------------     -----------------
                                       Jan. 25,   Jan. 26,   Jan. 25,   Jan. 26,
                                         2003       2002       2003       2002
                                        ------     ------     ------     ------
Denominator:
  Denominator for basic earnings per
   share - weighted-average shares      67,797     67,687     67,855     67,675

  Effect of dilutive securities:
    Stock Option Plans                     520        449        567        401
    Employee Stock Purchase Plan             9          9          9          8
    Capital Accumulation Plan               80         80         74         79
                                        ------     ------     ------     ------

  Dilutive potential common shares         609        538        650        488
                                        ------     ------     ------     ------

Denominator for diluted earnings per
 share - adjusted weighted-average
 shares and assumed conversions         68,406     68,225     68,505     68,163
                                        ======     ======     ======     ======

6.   Certain financial information regarding the Company's reportable segments
     is as follows:

<TABLE>
<CAPTION>
                                          Three Months Ended        Nine Months Ended
                                       -----------------------   -----------------------
                                        Jan. 25,     Jan. 26,     Jan. 25,     Jan. 26,
                                          2003         2002         2003         2002
                                       ----------   ----------   ----------   ----------
<S>                                    <C>          <C>          <C>          <C>
Net sales:
     Dental supply:
          Consumable dental and
           printed office products     $  210,178   $  189,807   $  641,561   $  572,455
          Equipment and software          141,396      103,059      342,089      272,016
          Other                            29,248       27,126       93,493       80,881
                                       ----------   ----------   ----------   ----------
                                          380,822      319,992    1,077,143      925,352
     Veterinary supply                     40,248       37,402      132,487       90,314
                                       ----------   ----------   ----------   ----------
Consolidated net sales                 $  421,070   $  357,394   $1,209,630   $1,015,666
                                       ==========   ==========   ==========   ==========

Operating income:
     Dental supply                     $   44,119   $   36,781   $  117,930   $   98,971
     Veterinary supply                      2,358        1,800        9,868        5,005
                                       ----------   ----------   ----------   ----------
Consolidated operating income          $   46,477   $   38,581   $  127,798   $  103,976
                                       ==========   ==========   ==========   ==========
</TABLE>

7.   In July 2001, the Financial Accounting Standards Board issued Statement No.
     142, "Goodwill and Other Intangible Assets", which eliminated the
     systematic amortization of goodwill. The Statement also required that
     goodwill be reviewed for impairment at adoption and at least annually
     thereafter.

                                       7

<PAGE>

     The Company adopted Statement No. 142 in the first quarter of fiscal 2003
     and as such discontinued amortization of goodwill effective April 28, 2002.
     With the adoption of the statement, the Company recognized as the
     cumulative effect of a change in accounting principle the remaining balance
     of its unamortized deferred credits. The deferred credits were negative
     goodwill that arose from acquisitions in the 1980's and amounted to
     approximately $3.4 million at the time of the adoption. The Company
     completed the required transitional impairment tests of goodwill and
     determined the fair value to be in excess of the carrying value of these
     assets.

     The following table reconciles reported fiscal 2002 net earnings and basic
     and diluted net earnings per share before the cumulative effect of an
     accounting change had this statement been effective April 29, 2001:

                                         Three Months Ended   Nine Months Ended
                                          January 26, 2002     January 26, 2002
                                         ------------------   -----------------
     Net Earnings:
     Reported net income                      $   24,832         $   67,727
     Deferred credit amortization                   (221)              (663)
     Goodwill amortization, net of tax               614              1,829
                                              ----------         ----------
     Adjusted net earnings                    $   25,225         $   68,893
                                              ==========         ==========

     Earnings per share:
     Reported basic                           $     0.37         $     1.00
     Deferred credit amortization                     --              (0.01)
     Goodwill amortization, net of tax                --               0.03
                                              ----------         ----------
     Adjusted basic earnings per share        $     0.37         $     1.02
                                              ==========         ==========

     Reported diluted                         $     0.36         $     0.99
     Deferred credit amortization                     --              (0.01)
     Goodwill amortization, net of tax              0.01               0.03
                                              ----------         ----------
     Adjusted diluted earnings per share      $     0.37         $     1.01
                                              ==========         ==========


     Goodwill by operating segment is as follows:

                                         January 25, 2003   April 27, 2002
                                         ----------------   --------------
        Dental Supply                        $ 66,759           $ 57,017
        Veterinary Supply                      58,636             58,062
                                             --------           --------
        Total                                $125,395           $115,079
                                             ========           ========

     The change in the dental supply segment goodwill is predominantly the
     result of the preliminary purchase price allocation for the acquisition of
     Distribution Quebec Dentaire in July 2002 and adjustment of the preliminary
     purchase price allocation associated with the purchase of Thompson Dental
     Company in April 2002.

     The Company continues to amortize intangibles with finite lives.
     Identifiable intangible assets are primarily comprised of non-compete
     agreements arising from previous acquisitions made by the Company.

                                       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         Nine Months Ended
                              --------------------------- ---------------------------
                              Jan. 25, 2003 Jan. 26, 2002 Jan. 25, 2003 Jan. 26, 2002
                              ------------- ------------- ------------- -------------
<S>                                  <C>           <C>           <C>           <C>
Net sales                            100.0%        100.0%        100.0%        100.0%
Cost of sales                         64.9%         64.9%         65.4%         65.2%
                                     -----         -----         -----         -----

Gross profit                          35.1%         35.1%         34.6%         34.8%
Operating expenses                    24.1%         24.3%         24.0%         24.6%
                                     -----         -----         -----         -----

Operating income                      11.0%         10.8%         10.6%         10.2%
Other income and expense, net          0.4%          0.3%          0.6%          0.4%

Income before income tax              11.4%         11.1%         11.2%         10.6%
Net Income                             7.1%          6.9%          7.1%          6.6%
                                     =====         =====         =====         =====
</TABLE>

QUARTER ENDED JANUARY 25, 2003 COMPARED TO QUARTER ENDED JANUARY 26, 2002.

          Net Sales. Net sales for the three months ended January 25, 2003
     ("Current Quarter") totaled $421.1 million, a 17.8% increase from $357.4
     million reported for the three months ended January 26, 2002 ("Prior
     Quarter").

          Dental supply sales rose 19.0% to $380.8 million, paced by sales of
     equipment, which grew 37.2% reflecting strong demand for core dental
     equipment, the CEREC(R)3 dental restorative system and digital radiography
     systems. While software unit sales were down quarter-over-quarter, a gain
     in momentum nearly doubled the second quarter sales. Consumable and printed
     office products increased 10.7% in the Current Quarter. Sale of other
     services and products, consisting primarily of parts, technical service
     labor, software support and insurance e-claims, increased 7.8%. The
     estimated internal growth of the dental segment was approximately 14%-15%.
     The acquisitions of Thompson Dental Company ("Thompson") and Distribution
     Quebec Dentaire ("DQD") also contributed to the total sales improvement.
     See Note 4 to the Consolidated Financial Statements.

          Canadian dental sales rebounded after a slower second quarter,
     increasing to $28.7 million, or 25.5% over the Prior Quarter. The impact of
     DQD, acquired in July 2002, contributed approximately 16 percentage points
     of this growth. Equipment sales led the increase, growing 50.5%, primarily
     due to robust CEREC and digital radiography sales.

                                        9

<PAGE>

          Veterinary sales increased 7.6% to $40.2 million compared to $37.4
     million in the Prior Quarter. The promotional sales of a major heart worm
     medication in the Prior Quarter negatively impacted sales growth by 2.7% in
     the Current Quarter.

          Gross Margins. Gross profit increased 17.6% over the Prior Quarter
     solely as a result of higher sales volumes while the margin remained flat
     at 35.1%. Dental supply posted a slight decline of 10 basis points in
     margin primarily due to the change in the overall mix of sales between
     consumables and equipment. Consumable sales generally carry a higher gross
     margin overall than equipment.

          Operating Expenses. Results for the Current Quarter include the impact
     of the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets"
     resulting in the cessation of goodwill amortization. Additional information
     regarding the adoption of SFAS No. 142 is included in the Notes to the
     Consolidated Financial Statements on pages 7 and 8 of this document. That
     information is incorporated by reference into this section of this report.
     After adjusting the Prior Quarter to exclude goodwill amortization, Current
     Quarter operating expenses increased 17.6% and were flat as a ratio to
     sales.

          The Company continued to invest in new marketing programs and our
     technical service initiatives in the third quarter. Over the past few
     quarters, the Company has made substantial investments in people and
     training to support its office networking and digital radiography
     single-source technology solution, which was fully rolled out in the
     Current Quarter. While the Company is encouraged with the sales related to
     the hardware component of this program, the investment that we are making
     had a dampening effect on the operating expense rate. The implementation of
     new systems for managing and strengthening the technical service operation
     affected the expense rate as well. The Company expects these new systems to
     improve operating efficiencies and contribute to sales growth over time.
     For the short-term, however, this initiative will continue to add
     incremental expense for the Company consisting primarily of additional
     training, software licensing fee and communication costs. In addition, the
     Current Quarter expense rate reflects the impact of the Thompson
     acquisition, which was contributory to operating earnings but to a lesser
     degree than the Company's historical dental business. The operating income
     contribution from this incremental business is expected to continue to
     improve as we go forward.

          Operating Income. Operating income increased 20.5% and improved 20
     basis points as a percent of sales. Higher sales volumes accounted for most
     of the increase in operating income while the improvement in operating
     margin was primarily the result of the discontinuance of goodwill
     amortization in the Current Quarter due to the adoption of SFAS No. 142.

          Other Income. Other income, net of expenses, was $1.8 million for the
     Current Quarter compared to $1.1 million for the Prior Quarter. The benefit
     of higher financing income from equipment contracts was mitigated by the
     elimination of the amortization of deferred credits associated with the
     adoption of SFAS No. 142.

          Income Taxes. The effective income tax rate in the Current Quarter was
     37.6%, which was adjusted up from the 37.4% rate used in Prior Quarter to
     reflect the impact of the elimination of the amortization of the
     non-taxable deferred credits discussed above.

                                       10

<PAGE>

          Earnings Per Share, Before Cumulative Effect of Accounting Change.
     Diluted earnings per share increased to $0.44 versus $0.36 a year ago. Had
     amortization of goodwill and the deferred credits ceased in the Prior
     Quarter, Prior Quarter earnings would have increased by $0.4 million or
     less than $0.01 per diluted share.

NINE-MONTHS ENDED JANUARY 25, 2003 COMPARED TO NINE-MONTHS ENDED JANUARY 26,
2002.

          Net Sales. Net sales for the nine months ended January 25, 2003
     ("Current Period") increased 19.1% to $1,209.6 million from $1,015.7
     million in the nine months ended January 26, 2002 ("Prior Period").
     Nine-month results include two months of incremental sales from the
     acquisition of the assets of J. A. Webster, Inc. which annualized into the
     Company's results in July 2002, and the Thompson and DQD acquisitions as
     discussed above.

          Sales for the Dental segment increased 16.4% to $1,077.1 million, led
     by strong equipment sales, including increasing sales of CEREC and digital
     radiography in both the U.S. and Canada in the third quarter. Practice
     management software sales, while down from Prior Period, improved in the
     third quarter from soft first and second quarter levels. Consumables
     continue to grow in the double digits but growth has slowed slightly over
     the nine months. Other products and services sales improved 15.6%, driven
     by software and equipment related services.

          Canadian dental sales increased 17.3% over last year led by strong
     sales of equipment. The acquisition of DQD in July 2002 contributed between
     9% and 10% to the overall sales increase in Canada. Currency exchange rates
     had a nominal impact on results in the Current Period.

          Veterinary supply sales improved 6.9% on a pro forma basis (as if this
     acquisition had occurred at the beginning of fiscal 2002) to $132.5 million
     in the Current Period. After giving affect to product introduction volume
     and follow-on fall promotional sales of a new heart worm medication during
     the Prior Period, the veterinary segment's comparable sales increase was
     approximately 15% for the first nine months of the fiscal year.

          Gross Margins. Gross margins represented 34.6% of sales, down 20 basis
     points from the Prior Period reflecting the impact of the acquisition of
     the assets of J. A. Webster, Inc. which did not annualize into the
     Company's results until July 2002. Gross margins in the veterinary business
     are typically in the lower to mid 20's compared to the mid 30's for the
     dental business. There was no change in gross margin compared to last year
     in the dental segment.

          Operating Expenses. Operating expenses increased $41.0 million, or
     16.4%. As a percentage of sales, operating expenses declined 60 basis
     points from the Prior Period. Current Period operating expenses as a
     percent of sales reflects nine months of operating results for Webster
     Veterinary Supply compared to seven months in the Prior Period. Since the
     operating expense rate in the veterinary business is lower than in the
     dental business, this disparity provides a favorable year-over-year impact
     of approximately 30 basis points after the amortization of certain
     identifiable intangible assets. Discontinuance of goodwill amortization
     resulting from the adoption of SFAS No. 142 also positively impacted the
     year-over-year expense rate by approximately 30 basis points. Excluding the
     impact of the adoption of SFAS No. 142, the Current Period operating
     expense rate for the historical dental business was unchanged from the
     Prior Period. Nine month performance in the dental business operating
     expense rate is similar to third quarter results reflecting the strategic
     investments the Company is undertaking to capitalize

                                       11

<PAGE>

     on market opportunities, as well as in infrastructure and systems to
     strengthen efficiencies and reduce costs. Also similar to the third quarter
     the nine-month expense rate reflects the integration and leveraging of the
     Thompson acquisition.

          Operating Income. Operating income grew by 22.9% and improved 40 basis
     points as a percent of sales. The elimination of goodwill amortization
     benefited operating income by $2.6 million or 30 basis points compared to
     Prior Period.

          Other Income. Other income increased $0.5 million in the Current
     Period. The cessation of the amortization of deferred credits associated
     with the adoption of SFAS No. 142 net of increased interest income resulted
     in the increase.

          Income Taxes. The effective tax rate increased to 37.6% up from 37.4%
     in the Prior Period reflecting the impact of the elimination of the
     amortization of the non-taxable deferred credits discussed above.

          Earnings Per Share, Before Cumulative Effect of Accounting Change.
     Diluted earnings per share increased to $1.21 versus $0.99 a year ago. Had
     amortization of goodwill and the deferred credits ceased in the Prior
     Period, Prior Period earnings would have increased by $1.2 million or $0.02
     per diluted share.

LIQUIDITY AND CAPITAL RESOURCES

     Over the past nine months, Patterson generated $34.2 million of cash from
     operations, compared to $46.2 million in the Prior Period. The $12.0
     million decline in operating cash flows, despite a 22.1% increase in
     earnings, primarily stemmed from significant financing activities in the
     third quarter. Contractual stipulations of the new commercial paper conduit
     agreement combined with the Company's contract terms and the timing of
     selling the contracts created a temporary increase in the receivable
     balance. Days sales outstanding were 48 days at the end of the third
     quarter. Inventory turns were 6.9, an improvement of .3 turns over the
     Prior Period.

     We invested $5.0 million to acquire Distribution Quebec Dentaire Inc., and
     to settle certain contingent consideration obligations related to previous
     acquisitions. In comparison, we used $86.1 million of cash in the Prior
     Period primarily to purchase the assets of J. A. Webster, Inc. The Company
     also repurchased $13.1 million of common stock versus $8.3 million in the
     Prior Period.

     The Company expects funds generated by operations and existing cash and
     cash equivalents to continue to be its most significant sources of
     liquidity. The Company currently believes funds generated from the expected
     results of operations and available cash and cash equivalents of $163.7
     million will be sufficient to meet the Company's working capital needs and
     finance anticipated expansion plans and strategic initiatives for the next
     fiscal year. Also, in November 2002, the Company entered into a new credit
     facility, which provides for an unsecured line of credit of up to $50
     million. Should additional investment opportunities arise, management
     believes that the strength of the Company's earnings, cash flows and
     balance sheet will permit the Company to obtain additional debt or equity
     capital, if necessary, at a reasonable cost.

                                       12

<PAGE>

CRITICAL ACCOUNTING POLICIES

     There has been no material change in the Company's Critical Accounting
     Policies, as disclosed in its 2002 Annual Report on Form 10-K filed July
     25, 2002.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     Certain information of a non-historical nature contains forward-looking
     statements. Words such as "believes," "expects," "plans," "estimates,"
     "intends" 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 cause the Company's actual operating results to 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    The Company's ability to meet increased competition from national,
          regional and local full-service distributors and mail-order
          distributors of dental and veterinary products, while maintaining
          current or improved profit margins.

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

     o    The 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    Changes in the economics of the veterinary supply market, including
          reduced growth in per capita expenditures for veterinary services and
          reduced growth in the number of households owning pets.

                                       13

<PAGE>

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in market risk during the three months
     ended January 25, 2003. For additional information refer to Item 7A of the
     Company's 2002 Form 10-K.

ITEM 4.    CONTROLS AND PROCEDURES

     (a)  Evaluation of Disclosure Controls and Procedures

          Within the 90 days prior to the date of this report, the Company
          carried out an evaluation, under the supervision and with the
          participation of the Company's management, including the Company's
          Chief Executive Officer and Chief Financial Officer, of the
          effectiveness of the design and operation of the Company's disclosure
          controls and procedures as defined in Exchange Act Rules 13a-14(c) and
          15d-14(c). Based on that evaluation, the Chief Executive Officer and
          Chief Financial Officer concluded that the Company's disclosure
          controls and procedures are effective in alerting them timely to
          material information relating to the Company (including its
          consolidated subsidiaries) required to be included in the Company's
          periodic SEC filings.

     (b)  Changes in Internal Controls

          There were no significant changes in the Company's internal controls
          or in other factors that could significantly affect these controls
          subsequent to the date of their evaluation.

                            PART II OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          10.20     Patterson Dental Company Stock Option Plan For Canadian
                    Employees

          10.21     Credit Agreement dated as of November 22, 2002 among
                    Patterson Dental Company, The Lenders, and Bank One.

          99.2      Certification of Chief Executive Officer and Chief Financial
                    Officer Pursuant to 18 U.S.C.ss.1350, as Adopted, pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002

     (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 25, 2002.

                                       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: March 10, 2003

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


                                       15

<PAGE>

                           CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Peter L. Frechette, the Chief Executive Officer of Patterson Dental Company,
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Patterson Dental
     Company;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation , to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 10, 2003                        /s/ Peter L. Frechette
                                            ------------------------
                                            Peter L. Frechette
                                            Chief Executive Officer

                                       16

<PAGE>

                           CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, R. Stephen Armstrong, the Chief Financial Officer of Patterson Dental
Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Patterson Dental
     Company;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation , to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 10, 2003                        /s/ R. Stephen Armstrong
                                            ------------------------
                                            R. Stephen Armstrong
                                            Chief Financial Officer

                                       17
[{"type": "10-Q", "sequence": "1", "filename": "d10q.txt", "description": "FORM 10-Q", "secsgml_size_bytes": 55073}]
{"company-data": {"conformed-name": "PATTERSON DENTAL CO", "cik": "0000891024", "assigned-sic": "5047", "irs-number": "410886515", "state-of-incorporation": "MN", "fiscal-year-end": "0429"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-20572", "film-number": "03598787"}, "business-address": {"street1": "1031 MENDOTA HEIGHTS RD", "city": "ST PAUL", "state": "MN", "zip": "55120-1401", "phone": "6126861600"}, "mail-address": {"street1": "1031 MENDOTA HEIGHTS RD", "city": "ST PAUL", "state": "MN", "zip": "55120-1401"}}
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 JANUARY 25, 2003.

___  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 68,010,967 shares of common stock as of
March 4, 2003.

                                  Page 1 of 17
PATTERSON DENTAL COMPANY

                                      INDEX
Page
                                                                                        ----
PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements                                                      3-8

               Consolidated Balance Sheets as of January 25, 2003 and April 27, 2002       3

               Consolidated Statements of Income for the Three Months
               and Nine Months Ended January 25, 2003 and January 26, 2002                 4

               Consolidated Statements of Cash Flows for the Nine
               Months Ended January 25, 2003 and January 26, 2002                          5

               Notes to Consolidated Financial Statements                                  6

      Item 2 - Management's Discussion and Analysis of Financial Condition
               and Results of Operations.                                               9-13

      Item 3 - Quantitative and Qualitative Disclosures About Market Risk                 14

      Item 4 - Controls and Procedures                                                    14

PART II - OTHER INFORMATION

      Item 6 - Exhibits and Reports on Form 8-K                                           14

      Signatures                                                                          15

      Certifications                                                                   16-17
Safe Harbor Statement Under The Private Securities Litigation Reform Act Of
---------------------------------------------------------------------------
1995:
-----

         This Form 10-Q for the period ended January 25, 2003, 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 25, 2002, and
other documents filed with the Securities and Exchange Commission. See also page
13 of this Form 10-Q.

                                       2
PART I FINANCIAL INFORMATION

                            PATTERSON DENTAL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                                January 25, 2003  April 27, 2002
                                                ----------------  --------------
ASSETS                                               (unaudited)
Current assets:
     Cash and cash equivalents                         $ 135,365      $ 125,986
     Short-term investments                               28,292         25,251
     Receivables, net                                    223,269        222,435
     Inventory                                           150,631        142,457
     Prepaid expenses and other current assets            12,730         13,291
                                                       ---------      ---------
         Total current assets                            550,287        529,420
Property and equipment, net                               56,636         57,140
Goodwill                                                 125,395        115,079
Identifiable intangibles, net                              9,290         11,149
Other                                                     22,482          5,588
                                                       ---------      ---------
         Total assets                                  $ 764,090      $ 718,376
                                                       =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                  $ 102,577      $ 133,637
     Accrued payroll expense                              26,408         28,311
     Income taxes payable                                  5,137          7,815
     Other accrued expenses                               34,312         28,244
                                                       ---------      ---------
         Total current liabilities                       168,434        198,007
Non-current liabilities                                    2,393          2,637
                                                       ---------      ---------
         Total liabilities                               170,827        200,644

Deferred credits                                              --          3,372

STOCKHOLDERS' EQUITY
     Common stock                                            680            681
     Additional paid-in capital                           82,661         90,777
     Accumulated other comprehensive loss                 (2,159)        (3,084)
     Retained earnings                                   535,756        449,661
     Notes receivable from ESOP                          (23,675)       (23,675)
                                                       ---------      ---------
         Total stockholders' equity                      593,263        514,360
                                                       ---------      ---------
         Total liabilities and stockholders' equity    $ 764,090      $ 718,376
                                                       =========      =========

                             See accompanying notes.

                                       3
PATTERSON DENTAL COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                 (Dollars in thousands except per share amounts)
                                   (Unaudited)
Three Months Ended            Nine Months Ended
                                                 January 25,     January 26,    January 25,    January 26,
                                                     2003           2002           2003           2002
                                                 -----------    -----------    -----------    -----------
Net sales                                        $   421,070    $   357,394    $ 1,209,630    $ 1,015,666
Cost of sales                                        273,305        231,786        790,916        661,788
                                                 -----------    -----------    -----------    -----------
Gross margin                                         147,765        125,608        418,714        353,878
Operating expenses                                   101,288         87,027        290,916        249,902
                                                 -----------    -----------    -----------    -----------
Operating income                                      46,477         38,581        127,798        103,976

Other income and expense:
          Amortization of deferred credits                --            221             --            663
          Finance income, net                          1,681            949          4,772          3,755
          Interest expense                               (34)           (12)           (45)           (83)
          Profit (loss) on currency exchange             108            (70)            38           (119)
                                                 -----------    -----------    -----------    -----------

Income before income taxes and
     cumulative effect of accounting change           48,232         39,669        132,563        108,192

Income taxes                                          18,130         14,837         49,840         40,465
                                                 -----------    -----------    -----------    -----------

Income before cumulative effect of
     accounting change                                30,102         24,832         82,723         67,727

Cumulative effect of accounting change-
     See Note 7                                           --             --          3,372             --
                                                 ===========    ===========    ===========    ===========
Net income                                       $    30,102    $    24,832    $    86,095    $    67,727
                                                 ===========    ===========    ===========    ===========

Before cumulative effect of accounting change:
          Earnings per share - basic             $      0.44    $      0.37    $      1.22    $      1.00
                                                 ===========    ===========    ===========    ===========
          Earnings per share - diluted           $      0.44    $      0.36    $      1.21    $      0.99
                                                 ===========    ===========    ===========    ===========

After cumulative effect of accounting change:
          Earnings per share - basic             $      0.44    $      0.37    $      1.27    $      1.00
                                                 ===========    ===========    ===========    ===========
          Earnings per share - diluted           $      0.44    $      0.36    $      1.26    $      0.99
                                                 ===========    ===========    ===========    ===========
Weighted average common shares:
          Basic                                       67,797         67,687         67,855         67,675
          Dilutive potential                          68,406         68,225         68,505         68,163
See accompanying notes.

                                       4
PATTERSON DENTAL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
Nine Months Ended
                                                            January 25, 2003  January 26, 2002
                                                            ----------------  ----------------
Operating activities:
      Income before cumulative effect of
        accounting change                                          $  82,723       $  67,727
      Adjustments to reconcile net income to net
        cash (used in) provided by operating activities:
            Depreciation                                               8,011           6,684
            Amortization of deferred credits                              --            (664)
            Amortization of intangibles                                1,858           3,909
            Bad debt expense                                             697           1,326
            Change in assets and liabilities, net of acquired        (59,074)        (32,742)
                                                                   ---------       ---------
Net cash provided by operating activities                             34,215          46,240

Investing activities:

      Additions to property and equipment, net                        (8,658)         (8,356)
      Acquisitions, net                                               (4,956)        (86,123)
      (Purchase) sale of short-term investments                       (3,041)          1,736
                                                                   ---------       ---------
 Net cash used in investing activities                               (16,655)        (92,743)

Financing activities:
      Payments and retirement of long-term debt and
        obligations under capital leases                                (275)           (300)
      Common stock repurchased, net
                                                                      (8,117)         (4,826)
                                                                   ---------       ---------
Net cash used in financing activities                                 (8,392)         (5,126)

Effect of exchange rate changes on cash                                  211            (784)
                                                                   ---------       ---------

Net increase (decrease) in cash and cash equivalents                   9,379         (52,413)

Cash and cash equivalents at beginning of period                     125,986         160,024

                                                                   ---------       ---------
Cash and cash equivalents at end of period                         $ 135,365       $ 107,611
                                                                   =========       =========
See accompanying notes.

                                       5
PATTERSON DENTAL COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands except per share data)
                                   (Unaudited)
                                January 25, 2003

1.   In the opinion of management, the accompanying unaudited consolidated
     financial statements contain all adjustments necessary to present fairly
     the financial position of the Company as of January 25, 2003, and the
     results of operations and the cash flows for the periods ended January 25,
     2003 and January 26, 2002. Such adjustments are of a normal recurring
     nature. The results of operations for the quarter ended January 25, 2003
     and January 26, 2002, are not necessarily indicative of the results to be
     expected for the full year. The balance sheet at April 27, 2002, 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
     2002 Annual Report on Form 10-K filed on July 25, 2002.

     The consolidated financial statements of Patterson Dental Company include
     the assets and liabilities of PDC Funding Company, LLC, a wholly owned
     subsidiary and a separate legal entity under Minnesota law. The assets of
     PDC Funding Company, LLC, would be available first and foremost to satisfy
     the claims of its creditors. There are no known creditors of PDC Funding
     Company, LLC.

2.   The fiscal year end of the Company is the last Saturday in April. The third
     quarter of fiscal 2003 and 2002 represent the 13 weeks ended January 25,
     2003 and January 26, 2002, respectively.

3.   Total comprehensive income was $31,182 and $87,020 for the three and nine
     months ended January 25, 2003, respectively, and $23,582 and $66,081 for
     the three and nine months ended January 26, 2002 respectively.

4.   On April 2, 2002 and July 9, 2002, respectively, the Company purchased
     Thompson Dental Company ("Thompson"), an eastern regional dental supplier
     in the U.S., and Distribution Quebec Dentaire, Inc. ("DQD"), a full-service
     distributor of dental supplies and equipment serving the province of
     Quebec, Canada. The operating results of Thompson and DQD are included in
     the consolidated statements of income since the dates of acquisition. Pro
     forma results of operations have not been presented since the effect of the
     acquisitions was not material to the Company.

     The Company also acquired the assets of J. A. Webster, Inc. in July 2001.
     The following pro forma summary presents the results of operations, as if
     the acquisition had occurred at the beginning of the prior fiscal year. The
     pro forma results of operations are not necessarily indicative of the
     results that would have been achieved had the two companies been combined:

                                                          Nine Months Ended
                                                           January 26, 2002
                                                           ----------------
                   Net sales                                 $1,049,294
                   Net income                                    68,118 (1)

                   Earnings per share - basic                     $1.00 (1)
                   Earnings per share - diluted                   $0.99 (1)

(1)  Reflects the amortization of certain identifiable intangible assets.
     Because the transaction was consummated following the effective date
     specified in the recently issued Statement of the Financial Accounting
     Standards Board No. 142 "Goodwill and Other Intangible Assets," the

                                       6
Company is not amortizing goodwill for this transaction, but the goodwill
     becomes subject to periodic evaluations of possible impairment in its
     value.

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

                                       Three Months Ended     Nine Months Ended
                                       ------------------     -----------------
                                       Jan. 25,   Jan. 26,   Jan. 25,   Jan. 26,
                                         2003       2002       2003       2002
                                        ------     ------     ------     ------
Denominator:
  Denominator for basic earnings per
   share - weighted-average shares      67,797     67,687     67,855     67,675

  Effect of dilutive securities:
    Stock Option Plans                     520        449        567        401
    Employee Stock Purchase Plan             9          9          9          8
    Capital Accumulation Plan               80         80         74         79
                                        ------     ------     ------     ------

  Dilutive potential common shares         609        538        650        488
                                        ------     ------     ------     ------

Denominator for diluted earnings per
 share - adjusted weighted-average
 shares and assumed conversions         68,406     68,225     68,505     68,163
                                        ======     ======     ======     ======

6.   Certain financial information regarding the Company's reportable segments
     is as follows:
Three Months Ended        Nine Months Ended
                                       -----------------------   -----------------------
                                        Jan. 25,     Jan. 26,     Jan. 25,     Jan. 26,
                                          2003         2002         2003         2002
                                       ----------   ----------   ----------   ----------
Net sales:
     Dental supply:
          Consumable dental and
           printed office products     $  210,178   $  189,807   $  641,561   $  572,455
          Equipment and software          141,396      103,059      342,089      272,016
          Other                            29,248       27,126       93,493       80,881
                                       ----------   ----------   ----------   ----------
                                          380,822      319,992    1,077,143      925,352
     Veterinary supply                     40,248       37,402      132,487       90,314
                                       ----------   ----------   ----------   ----------
Consolidated net sales                 $  421,070   $  357,394   $1,209,630   $1,015,666
                                       ==========   ==========   ==========   ==========

Operating income:
     Dental supply                     $   44,119   $   36,781   $  117,930   $   98,971
     Veterinary supply                      2,358        1,800        9,868        5,005
                                       ----------   ----------   ----------   ----------
Consolidated operating income          $   46,477   $   38,581   $  127,798   $  103,976
                                       ==========   ==========   ==========   ==========
7.   In July 2001, the Financial Accounting Standards Board issued Statement No.
     142, "Goodwill and Other Intangible Assets", which eliminated the
     systematic amortization of goodwill. The Statement also required that
     goodwill be reviewed for impairment at adoption and at least annually
     thereafter.

                                       7
The Company adopted Statement No. 142 in the first quarter of fiscal 2003
     and as such discontinued amortization of goodwill effective April 28, 2002.
     With the adoption of the statement, the Company recognized as the
     cumulative effect of a change in accounting principle the remaining balance
     of its unamortized deferred credits. The deferred credits were negative
     goodwill that arose from acquisitions in the 1980's and amounted to
     approximately $3.4 million at the time of the adoption. The Company
     completed the required transitional impairment tests of goodwill and
     determined the fair value to be in excess of the carrying value of these
     assets.

     The following table reconciles reported fiscal 2002 net earnings and basic
     and diluted net earnings per share before the cumulative effect of an
     accounting change had this statement been effective April 29, 2001:

                                         Three Months Ended   Nine Months Ended
                                          January 26, 2002     January 26, 2002
                                         ------------------   -----------------
     Net Earnings:
     Reported net income                      $   24,832         $   67,727
     Deferred credit amortization                   (221)              (663)
     Goodwill amortization, net of tax               614              1,829
                                              ----------         ----------
     Adjusted net earnings                    $   25,225         $   68,893
                                              ==========         ==========

     Earnings per share:
     Reported basic                           $     0.37         $     1.00
     Deferred credit amortization                     --              (0.01)
     Goodwill amortization, net of tax                --               0.03
                                              ----------         ----------
     Adjusted basic earnings per share        $     0.37         $     1.02
                                              ==========         ==========

     Reported diluted                         $     0.36         $     0.99
     Deferred credit amortization                     --              (0.01)
     Goodwill amortization, net of tax              0.01               0.03
                                              ----------         ----------
     Adjusted diluted earnings per share      $     0.37         $     1.01
                                              ==========         ==========

     Goodwill by operating segment is as follows:

                                         January 25, 2003   April 27, 2002
                                         ----------------   --------------
        Dental Supply                        $ 66,759           $ 57,017
        Veterinary Supply                      58,636             58,062
                                             --------           --------
        Total                                $125,395           $115,079
                                             ========           ========

     The change in the dental supply segment goodwill is predominantly the
     result of the preliminary purchase price allocation for the acquisition of
     Distribution Quebec Dentaire in July 2002 and adjustment of the preliminary
     purchase price allocation associated with the purchase of Thompson Dental
     Company in April 2002.

     The Company continues to amortize intangibles with finite lives.
     Identifiable intangible assets are primarily comprised of non-compete
     agreements arising from previous acquisitions made by the Company.

                                       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         Nine Months Ended
                              --------------------------- ---------------------------
                              Jan. 25, 2003 Jan. 26, 2002 Jan. 25, 2003 Jan. 26, 2002
                              ------------- ------------- ------------- -------------
Net sales                            100.0%        100.0%        100.0%        100.0%
Cost of sales                         64.9%         64.9%         65.4%         65.2%
                                     -----         -----         -----         -----

Gross profit                          35.1%         35.1%         34.6%         34.8%
Operating expenses                    24.1%         24.3%         24.0%         24.6%
                                     -----         -----         -----         -----

Operating income                      11.0%         10.8%         10.6%         10.2%
Other income and expense, net          0.4%          0.3%          0.6%          0.4%

Income before income tax              11.4%         11.1%         11.2%         10.6%
Net Income                             7.1%          6.9%          7.1%          6.6%
                                     =====         =====         =====         =====
QUARTER ENDED JANUARY 25, 2003 COMPARED TO QUARTER ENDED JANUARY 26, 2002.

          Net Sales. Net sales for the three months ended January 25, 2003
     ("Current Quarter") totaled $421.1 million, a 17.8% increase from $357.4
     million reported for the three months ended January 26, 2002 ("Prior
     Quarter").

          Dental supply sales rose 19.0% to $380.8 million, paced by sales of
     equipment, which grew 37.2% reflecting strong demand for core dental
     equipment, the CEREC(R)3 dental restorative system and digital radiography
     systems. While software unit sales were down quarter-over-quarter, a gain
     in momentum nearly doubled the second quarter sales. Consumable and printed
     office products increased 10.7% in the Current Quarter. Sale of other
     services and products, consisting primarily of parts, technical service
     labor, software support and insurance e-claims, increased 7.8%. The
     estimated internal growth of the dental segment was approximately 14%-15%.
     The acquisitions of Thompson Dental Company ("Thompson") and Distribution
     Quebec Dentaire ("DQD") also contributed to the total sales improvement.
     See Note 4 to the Consolidated Financial Statements.

          Canadian dental sales rebounded after a slower second quarter,
     increasing to $28.7 million, or 25.5% over the Prior Quarter. The impact of
     DQD, acquired in July 2002, contributed approximately 16 percentage points
     of this growth. Equipment sales led the increase, growing 50.5%, primarily
     due to robust CEREC and digital radiography sales.

                                        9
Veterinary sales increased 7.6% to $40.2 million compared to $37.4
     million in the Prior Quarter. The promotional sales of a major heart worm
     medication in the Prior Quarter negatively impacted sales growth by 2.7% in
     the Current Quarter.

          Gross Margins. Gross profit increased 17.6% over the Prior Quarter
     solely as a result of higher sales volumes while the margin remained flat
     at 35.1%. Dental supply posted a slight decline of 10 basis points in
     margin primarily due to the change in the overall mix of sales between
     consumables and equipment. Consumable sales generally carry a higher gross
     margin overall than equipment.

          Operating Expenses. Results for the Current Quarter include the impact
     of the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets"
     resulting in the cessation of goodwill amortization. Additional information
     regarding the adoption of SFAS No. 142 is included in the Notes to the
     Consolidated Financial Statements on pages 7 and 8 of this document. That
     information is incorporated by reference into this section of this report.
     After adjusting the Prior Quarter to exclude goodwill amortization, Current
     Quarter operating expenses increased 17.6% and were flat as a ratio to
     sales.

          The Company continued to invest in new marketing programs and our
     technical service initiatives in the third quarter. Over the past few
     quarters, the Company has made substantial investments in people and
     training to support its office networking and digital radiography
     single-source technology solution, which was fully rolled out in the
     Current Quarter. While the Company is encouraged with the sales related to
     the hardware component of this program, the investment that we are making
     had a dampening effect on the operating expense rate. The implementation of
     new systems for managing and strengthening the technical service operation
     affected the expense rate as well. The Company expects these new systems to
     improve operating efficiencies and contribute to sales growth over time.
     For the short-term, however, this initiative will continue to add
     incremental expense for the Company consisting primarily of additional
     training, software licensing fee and communication costs. In addition, the
     Current Quarter expense rate reflects the impact of the Thompson
     acquisition, which was contributory to operating earnings but to a lesser
     degree than the Company's historical dental business. The operating income
     contribution from this incremental business is expected to continue to
     improve as we go forward.

          Operating Income. Operating income increased 20.5% and improved 20
     basis points as a percent of sales. Higher sales volumes accounted for most
     of the increase in operating income while the improvement in operating
     margin was primarily the result of the discontinuance of goodwill
     amortization in the Current Quarter due to the adoption of SFAS No. 142.

          Other Income. Other income, net of expenses, was $1.8 million for the
     Current Quarter compared to $1.1 million for the Prior Quarter. The benefit
     of higher financing income from equipment contracts was mitigated by the
     elimination of the amortization of deferred credits associated with the
     adoption of SFAS No. 142.

          Income Taxes. The effective income tax rate in the Current Quarter was
     37.6%, which was adjusted up from the 37.4% rate used in Prior Quarter to
     reflect the impact of the elimination of the amortization of the
     non-taxable deferred credits discussed above.

                                       10
Earnings Per Share, Before Cumulative Effect of Accounting Change.
     Diluted earnings per share increased to $0.44 versus $0.36 a year ago. Had
     amortization of goodwill and the deferred credits ceased in the Prior
     Quarter, Prior Quarter earnings would have increased by $0.4 million or
     less than $0.01 per diluted share.

NINE-MONTHS ENDED JANUARY 25, 2003 COMPARED TO NINE-MONTHS ENDED JANUARY 26,
2002.

          Net Sales. Net sales for the nine months ended January 25, 2003
     ("Current Period") increased 19.1% to $1,209.6 million from $1,015.7
     million in the nine months ended January 26, 2002 ("Prior Period").
     Nine-month results include two months of incremental sales from the
     acquisition of the assets of J. A. Webster, Inc. which annualized into the
     Company's results in July 2002, and the Thompson and DQD acquisitions as
     discussed above.

          Sales for the Dental segment increased 16.4% to $1,077.1 million, led
     by strong equipment sales, including increasing sales of CEREC and digital
     radiography in both the U.S. and Canada in the third quarter. Practice
     management software sales, while down from Prior Period, improved in the
     third quarter from soft first and second quarter levels. Consumables
     continue to grow in the double digits but growth has slowed slightly over
     the nine months. Other products and services sales improved 15.6%, driven
     by software and equipment related services.

          Canadian dental sales increased 17.3% over last year led by strong
     sales of equipment. The acquisition of DQD in July 2002 contributed between
     9% and 10% to the overall sales increase in Canada. Currency exchange rates
     had a nominal impact on results in the Current Period.

          Veterinary supply sales improved 6.9% on a pro forma basis (as if this
     acquisition had occurred at the beginning of fiscal 2002) to $132.5 million
     in the Current Period. After giving affect to product introduction volume
     and follow-on fall promotional sales of a new heart worm medication during
     the Prior Period, the veterinary segment's comparable sales increase was
     approximately 15% for the first nine months of the fiscal year.

          Gross Margins. Gross margins represented 34.6% of sales, down 20 basis
     points from the Prior Period reflecting the impact of the acquisition of
     the assets of J. A. Webster, Inc. which did not annualize into the
     Company's results until July 2002. Gross margins in the veterinary business
     are typically in the lower to mid 20's compared to the mid 30's for the
     dental business. There was no change in gross margin compared to last year
     in the dental segment.

          Operating Expenses. Operating expenses increased $41.0 million, or
     16.4%. As a percentage of sales, operating expenses declined 60 basis
     points from the Prior Period. Current Period operating expenses as a
     percent of sales reflects nine months of operating results for Webster
     Veterinary Supply compared to seven months in the Prior Period. Since the
     operating expense rate in the veterinary business is lower than in the
     dental business, this disparity provides a favorable year-over-year impact
     of approximately 30 basis points after the amortization of certain
     identifiable intangible assets. Discontinuance of goodwill amortization
     resulting from the adoption of SFAS No. 142 also positively impacted the
     year-over-year expense rate by approximately 30 basis points. Excluding the
     impact of the adoption of SFAS No. 142, the Current Period operating
     expense rate for the historical dental business was unchanged from the
     Prior Period. Nine month performance in the dental business operating
     expense rate is similar to third quarter results reflecting the strategic
     investments the Company is undertaking to capitalize

                                       11
on market opportunities, as well as in infrastructure and systems to
     strengthen efficiencies and reduce costs. Also similar to the third quarter
     the nine-month expense rate reflects the integration and leveraging of the
     Thompson acquisition.

          Operating Income. Operating income grew by 22.9% and improved 40 basis
     points as a percent of sales. The elimination of goodwill amortization
     benefited operating income by $2.6 million or 30 basis points compared to
     Prior Period.

          Other Income. Other income increased $0.5 million in the Current
     Period. The cessation of the amortization of deferred credits associated
     with the adoption of SFAS No. 142 net of increased interest income resulted
     in the increase.

          Income Taxes. The effective tax rate increased to 37.6% up from 37.4%
     in the Prior Period reflecting the impact of the elimination of the
     amortization of the non-taxable deferred credits discussed above.

          Earnings Per Share, Before Cumulative Effect of Accounting Change.
     Diluted earnings per share increased to $1.21 versus $0.99 a year ago. Had
     amortization of goodwill and the deferred credits ceased in the Prior
     Period, Prior Period earnings would have increased by $1.2 million or $0.02
     per diluted share.

LIQUIDITY AND CAPITAL RESOURCES

     Over the past nine months, Patterson generated $34.2 million of cash from
     operations, compared to $46.2 million in the Prior Period. The $12.0
     million decline in operating cash flows, despite a 22.1% increase in
     earnings, primarily stemmed from significant financing activities in the
     third quarter. Contractual stipulations of the new commercial paper conduit
     agreement combined with the Company's contract terms and the timing of
     selling the contracts created a temporary increase in the receivable
     balance. Days sales outstanding were 48 days at the end of the third
     quarter. Inventory turns were 6.9, an improvement of .3 turns over the
     Prior Period.

     We invested $5.0 million to acquire Distribution Quebec Dentaire Inc., and
     to settle certain contingent consideration obligations related to previous
     acquisitions. In comparison, we used $86.1 million of cash in the Prior
     Period primarily to purchase the assets of J. A. Webster, Inc. The Company
     also repurchased $13.1 million of common stock versus $8.3 million in the
     Prior Period.

     The Company expects funds generated by operations and existing cash and
     cash equivalents to continue to be its most significant sources of
     liquidity. The Company currently believes funds generated from the expected
     results of operations and available cash and cash equivalents of $163.7
     million will be sufficient to meet the Company's working capital needs and
     finance anticipated expansion plans and strategic initiatives for the next
     fiscal year. Also, in November 2002, the Company entered into a new credit
     facility, which provides for an unsecured line of credit of up to $50
     million. Should additional investment opportunities arise, management
     believes that the strength of the Company's earnings, cash flows and
     balance sheet will permit the Company to obtain additional debt or equity
     capital, if necessary, at a reasonable cost.

                                       12
CRITICAL ACCOUNTING POLICIES

     There has been no material change in the Company's Critical Accounting
     Policies, as disclosed in its 2002 Annual Report on Form 10-K filed July
     25, 2002.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     Certain information of a non-historical nature contains forward-looking
     statements. Words such as "believes," "expects," "plans," "estimates,"
     "intends" 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 cause the Company's actual operating results to 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    The Company's ability to meet increased competition from national,
          regional and local full-service distributors and mail-order
          distributors of dental and veterinary products, while maintaining
          current or improved profit margins.

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

     o    The 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    Changes in the economics of the veterinary supply market, including
          reduced growth in per capita expenditures for veterinary services and
          reduced growth in the number of households owning pets.

                                       13
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in market risk during the three months
     ended January 25, 2003. For additional information refer to Item 7A of the
     Company's 2002 Form 10-K.

ITEM 4.    CONTROLS AND PROCEDURES

     (a)  Evaluation of Disclosure Controls and Procedures

          Within the 90 days prior to the date of this report, the Company
          carried out an evaluation, under the supervision and with the
          participation of the Company's management, including the Company's
          Chief Executive Officer and Chief Financial Officer, of the
          effectiveness of the design and operation of the Company's disclosure
          controls and procedures as defined in Exchange Act Rules 13a-14(c) and
          15d-14(c). Based on that evaluation, the Chief Executive Officer and
          Chief Financial Officer concluded that the Company's disclosure
          controls and procedures are effective in alerting them timely to
          material information relating to the Company (including its
          consolidated subsidiaries) required to be included in the Company's
          periodic SEC filings.

     (b)  Changes in Internal Controls

          There were no significant changes in the Company's internal controls
          or in other factors that could significantly affect these controls
          subsequent to the date of their evaluation.

                            PART II OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          10.20     Patterson Dental Company Stock Option Plan For Canadian
                    Employees

          10.21     Credit Agreement dated as of November 22, 2002 among
                    Patterson Dental Company, The Lenders, and Bank One.

          99.2      Certification of Chief Executive Officer and Chief Financial
                    Officer Pursuant to 18 U.S.C.ss.1350, as Adopted, pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002

     (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 25, 2002.

                                       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: March 10, 2003

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

                                       15
CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Peter L. Frechette, the Chief Executive Officer of Patterson Dental Company,
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Patterson Dental
     Company;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation , to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 10, 2003                        /s/ Peter L. Frechette
                                            ------------------------
                                            Peter L. Frechette
                                            Chief Executive Officer

                                       16
CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, R. Stephen Armstrong, the Chief Financial Officer of Patterson Dental
Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Patterson Dental
     Company;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation , to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 10, 2003                        /s/ R. Stephen Armstrong
                                            ------------------------
                                            R. Stephen Armstrong
                                            Chief Financial Officer

                                       17