content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
           Date of Report (Date of earliest event reported): May 24, 2005
  
                                 HENRY SCHEIN, INC.
               (Exact name of registrant as specified in its charter)
  
  
           Delaware                   0-27078                 11-3136595
  --------------------------------------------------------------------------------
  (State or other jurisdiction   (Commission Number)         (IRS Employer
      of incorporation)                                      Identification No.)
  
                135 Duryea Road Melville, New York                   11747
  --------------------------------------------------------------------------------
               (Address of principal executive offices)           (Zip Code)
  
         Registrant's telephone number, including area code: (631) 843-5500
         ------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  [ ]  Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
  
  [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
       240.14a-12)
  
  [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
  
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
           On May 24, 2005, Henry Schein, Inc. entered into a new $300 million
  credit facility with a $100 million expansion feature. This new facility, which
  expires in May 2010, replaces Henry Schein's current revolving credit facility,
  which was scheduled to mature in May 2006. The facility's lead arranger and sole
  bookrunner was JPMorgan Securities, Inc. and the syndication agent was Citibank
  N.A. Henry Schein plans to use its credit facility for general corporate
  purposes, including working capital and capital expenditures, as well as
  potentially for the funding of acquisitions.
  
  
  ITEM 8.01.  OTHER EVENTS.
  
           On May 25, 2005, Henry Schein, Inc. issued a press release announcing
  the new $300 million credit facility. Attached hereto and incorporated herein by
  reference as Exhibit 99.1 is the press release.
  
  
  ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.
  
           (c) Exhibit 99.1 - Press Release dated May 25, 2005.
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities and Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                              HENRY SCHEIN, INC.
  
  
  
  Date:  May 25, 2005         By:     /s/ Michael S. Ettinger
                                    ----------------------------------------------
                                      Name:  Michael S. Ettinger
                                      Title: Vice President and General Counsel
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  EXHIBIT NO.                DESCRIPTION
  
  99.1                       Press release dated May 25, 2005
  
  
  
  <PAGE>
  
  
                                                                      Exhibit 99.1
         [GRAPHIC OMITTED][GRAPHIC OMITTED]
                                          FOR: Henry Schein, Inc.
                                      CONTACT: Steven Paladino
                                               Executive Vice President and
                                               Chief Financial Officer
                                               steven.paladino@henryschein.com
                                               (631) 843-5500
  
  
                                               Susan Vassallo
                                               Director, Corporate Communications
                                               susan.vassallo@henryschein.com
                                               (631) 843-5562
  
  FOR IMMEDIATE RELEASE
  
  
                 HENRY SCHEIN ANNOUNCES $300 MILLION CREDIT FACILITY
  
  MELVILLE, N.Y. - May 25, 2005 - Henry Schein, Inc. (Nasdaq NM: HSIC), the
  largest distributor of healthcare products and services in the combined North
  American and European markets, today announced a new $300 million credit
  facility with a $100 million expansion feature. This new facility, which expires
  in May 2010, replaces Henry Schein's current revolving credit facility, which
  was scheduled to mature in May 2006. The facility's lead arranger and sole
  bookrunner was JPMorgan Securities, Inc. and the syndication agent was Citibank
  N.A.
           Henry Schein plans to use its credit facility for general corporate
  purposes, including working capital and capital expenditures, as well as
  potentially for the funding of acquisitions.
           "This transaction provides Henry Schein with an attractive long-term
  borrowing facility. It reflects the strong credit and success of our company,
  including average annual compound EBITDA growth over the last five years in
  excess of 16%. The participants of the syndicate will also provide us with a
  strong commercial banking structure to support our growing worldwide needs,"
  said Steven Paladino, Executive Vice President and Chief Financial Officer of
  Henry Schein.
  
  ABOUT HENRY SCHEIN, INC.
           Henry Schein, a Fortune 500(R) company, is recognized for its excellent
  customer service and highly competitive prices. The Company's four business
  groups - Dental, Medical, International and Technology - serve more than 475,000
  customers worldwide, including dental practices and laboratories, physician
  practices and veterinary clinics, as well as government and other institutions.
  The Company's sales reached a record $4.1 billion in 2004. The Company operates
  through a centralized and automated distribution network, which provides
  customers in more than 125 countries with a comprehensive selection of over
  160,000 national and Henry Schein private-brand products.
           Henry Schein also offers a wide range of innovative value-added
  practice solutions, including such leading practice management software systems
  as DENTRIX(R) and Easy Dental(R) for dental practices, and AVImark(R) for
  veterinary clinics, which are installed in over 50,000 practices; and ArubA(R),
  Henry Schein's electronic catalog and ordering system.
           Headquartered in Melville, N.Y., Henry Schein employs nearly 11,000
  people and has operations in 19 countries. For more information, visit the Henry
  Schein Web site at www.henryschein.com.
                                         ###
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
           Date of Report (Date of earliest event reported): May 24, 2005
  
                                 HENRY SCHEIN, INC.
               (Exact name of registrant as specified in its charter)
  
           Delaware                   0-27078                 11-3136595
  --------------------------------------------------------------------------------
  (State or other jurisdiction   (Commission Number)         (IRS Employer
      of incorporation)                                      Identification No.)
  
                135 Duryea Road Melville, New York                   11747
  --------------------------------------------------------------------------------
               (Address of principal executive offices)           (Zip Code)
  
         Registrant's telephone number, including area code: (631) 843-5500
         ------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  [ ]  Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
  
  [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
       240.14a-12)
  
  [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
           On May 24, 2005, Henry Schein, Inc. entered into a new $300 million
  credit facility with a $100 million expansion feature. This new facility, which
  expires in May 2010, replaces Henry Schein's current revolving credit facility,
  which was scheduled to mature in May 2006. The facility's lead arranger and sole
  bookrunner was JPMorgan Securities, Inc. and the syndication agent was Citibank
  N.A. Henry Schein plans to use its credit facility for general corporate
  purposes, including working capital and capital expenditures, as well as
  potentially for the funding of acquisitions.
  
  ITEM 8.01.  OTHER EVENTS.
  
           On May 25, 2005, Henry Schein, Inc. issued a press release announcing
  the new $300 million credit facility. Attached hereto and incorporated herein by
  reference as Exhibit 99.1 is the press release.
  
  ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.
  
           (c) Exhibit 99.1 - Press Release dated May 25, 2005.
  SIGNATURES
  
  Pursuant to the requirements of the Securities and Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                              HENRY SCHEIN, INC.
  
  Date:  May 25, 2005         By:     /s/ Michael S. Ettinger
                                    ----------------------------------------------
                                      Name:  Michael S. Ettinger
                                      Title: Vice President and General Counsel
  EXHIBIT INDEX
  
  EXHIBIT NO.                DESCRIPTION
  
  99.1                       Press release dated May 25, 2005
  Exhibit 99.1
         [GRAPHIC OMITTED][GRAPHIC OMITTED]
                                          FOR: Henry Schein, Inc.
                                      CONTACT: Steven Paladino
                                               Executive Vice President and
                                               Chief Financial Officer
                                               steven.paladino@henryschein.com
                                               (631) 843-5500
  
                                               Susan Vassallo
                                               Director, Corporate Communications
                                               susan.vassallo@henryschein.com
                                               (631) 843-5562
  
  FOR IMMEDIATE RELEASE
  
                 HENRY SCHEIN ANNOUNCES $300 MILLION CREDIT FACILITY
  
  MELVILLE, N.Y. - May 25, 2005 - Henry Schein, Inc. (Nasdaq NM: HSIC), the
  largest distributor of healthcare products and services in the combined North
  American and European markets, today announced a new $300 million credit
  facility with a $100 million expansion feature. This new facility, which expires
  in May 2010, replaces Henry Schein's current revolving credit facility, which
  was scheduled to mature in May 2006. The facility's lead arranger and sole
  bookrunner was JPMorgan Securities, Inc. and the syndication agent was Citibank
  N.A.
           Henry Schein plans to use its credit facility for general corporate
  purposes, including working capital and capital expenditures, as well as
  potentially for the funding of acquisitions.
           "This transaction provides Henry Schein with an attractive long-term
  borrowing facility. It reflects the strong credit and success of our company,
  including average annual compound EBITDA growth over the last five years in
  excess of 16%. The participants of the syndicate will also provide us with a
  strong commercial banking structure to support our growing worldwide needs,"
  said Steven Paladino, Executive Vice President and Chief Financial Officer of
  Henry Schein.
  
  ABOUT HENRY SCHEIN, INC.
           Henry Schein, a Fortune 500(R) company, is recognized for its excellent
  customer service and highly competitive prices. The Company's four business
  groups - Dental, Medical, International and Technology - serve more than 475,000
  customers worldwide, including dental practices and laboratories, physician
  practices and veterinary clinics, as well as government and other institutions.
  The Company's sales reached a record $4.1 billion in 2004. The Company operates
  through a centralized and automated distribution network, which provides
  customers in more than 125 countries with a comprehensive selection of over
  160,000 national and Henry Schein private-brand products.
           Henry Schein also offers a wide range of innovative value-added
  practice solutions, including such leading practice management software systems
  as DENTRIX(R) and Easy Dental(R) for dental practices, and AVImark(R) for
  veterinary clinics, which are installed in over 50,000 practices; and ArubA(R),
  Henry Schein's electronic catalog and ordering system.
           Headquartered in Melville, N.Y., Henry Schein employs nearly 11,000
  people and has operations in 19 countries. For more information, visit the Henry
  Schein Web site at www.henryschein.com.
                                         ###