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): January 31, 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 8.01.  OTHER EVENTS.
  
        On January 31, 2005, Henry Schein, Inc. issued a press release announcing
  that the Company's Board of Directors has authorized a 2-for-1 stock split, in
  the form of a 100% stock dividend, payable on or about February 28, 2005, to
  shareholders of record as of February 15, 2005. The split will increase the
  total number of shares of common stock outstanding to approximately 86,600,000.
  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 January 31, 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:  January 31, 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 January 31, 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
  FOR IMMEDIATE RELEASE                           (631) 843-5562
  
                     HENRY SCHEIN ANNOUNCES 2-FOR-1 STOCK SPLIT
  
  
  MELVILLE, N.Y. - JANUARY 31, 2005 - Henry Schein, Inc. (Nasdaq: HSIC), the
  largest distributor of healthcare products and services to office-based
  practitioners in the combined North American and European markets, today
  announced that the Company's Board of Directors has authorized a 2-for-1 stock
  split, in the form of a 100% stock dividend, payable on or about February 28,
  2005, to shareholders of record as of February 15, 2005. The split is the
  company's first since becoming a publicly-traded company in November 1995, and
  will increase the total number of shares of common stock outstanding to
  approximately 86,600,000 million.
  
        "Our market valuation and share price reflect our commitment to leadership
  in serving the needs of dentists, physicians and veterinarians across the United
  States, and our growing presence in Canadian and European dental markets. We
  believe this stock split is in the long-term interest of our shareholders, as it
  will increase liquidity and make equity ownership in Henry Schein more
  accessible, in particular for individual investors," said Stanley M. Bergman,
  Chairman, Chief Executive Officer and President of Henry Schein.
  
  ABOUT HENRY SCHEIN
  
        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 450,000
  customers worldwide, including dental practices and laboratories, physician
  practices and veterinary clinics, as well as government and other institutions.
  
                                      - more -
  <PAGE>
  
  Page 2
  
  The Company's sales reached a record $3.4 billion in 2003. Henry Schein operates
  through a centralized and automated distribution network, which provides
  customers in more than 125 countries with a comprehensive selection of over
  90,000 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 10,000 people
  and has operations in 17 countries. For more information, visit the Henry Schein
  Web site at WWW.HENRYSCHEIN.COM.
  
        In accordance with the "Safe Harbor" provisions of the Private Securities
  Litigation Reform Act of 1995, the Company provides the following cautionary
  remarks regarding important factors which, among others, could cause future
  results to differ materially from the forward-looking statements, expectations
  and assumptions expressed or implied herein. All forward-looking statements made
  by us are subject to risks and uncertainties and are not guaranties of future
  performance. These forward-looking statements involve known and unknown risks,
  uncertainties and other factors which may cause the Company's actual results,
  performance and achievements, or industry results to be materially different
  from any future results, performance, or achievements expressed or implied by
  such forward-looking statements. These statements are identified by the use of
  such terms as "may," "could," "expect," "intend," "believe," "plan," "estimate,"
  "forecast," "project," "anticipate," or other comparable terms. A full
  discussion of the Company's operations and financial condition, including
  factors that may affect its business and future prospects, is contained in
  documents the Company has filed with the SEC and will be contained in all
  subsequent periodic filings made with the SEC. These documents identify in
  detail important risk factors that could cause the Company's actual performance
  to differ materially from current expectations.
  
        Risk factors and uncertainties which could cause actual results to differ
  materially from current and historical results include, but are not limited to:
  competitive factors; changes in the healthcare industry; changes in government
  regulations that affect the Company; financial risks associated with the
  Company's international operations; fluctuations in quarterly earnings;
  transitional challenges associated with acquisitions; regulatory and litigation
  risks; the dependence on the Company's continued product development, technical
  support and successful marketing in the technology segment; the Company's
  dependence upon sales personnel and key customers; the Company's dependence on
  its senior management; the Company's dependence on third parties for the
  manufacture and supply of its products; possible increases in the cost of
  shipping the Company's products or other service trouble with the Company's
  third-party shippers; risks from rapid technological change; and risks from
  potential increases in variable interest rates.
  
        The order in which these factors appear should not be construed to
  indicate their relative importance or priority. The Company cautions that these
  factors may not be exhaustive and that many of these factors are beyond the
  Company's ability to control or predict. Accordingly, forward-looking statements
  should not be relied upon as a prediction of actual results. The Company
  undertakes no duty and has no obligation to update forward-looking statements.
  
                                             # # #
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "eform8kpressrelease13105.txt", "secsgml_size_bytes": 9756}]
metadata_filer: {"company-data": {"conformed-name": "SCHEIN HENRY INC", "cik": "0001000228", "assigned-sic": "5047", "irs-number": "113136595", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27078", "film-number": "05562332"}, "business-address": {"street1": "135 DURYEA RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "6318425500X6867"}, "mail-address": {"street1": "135 DURYEA RD", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
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): January 31, 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 8.01.  OTHER EVENTS.
  
        On January 31, 2005, Henry Schein, Inc. issued a press release announcing
  that the Company's Board of Directors has authorized a 2-for-1 stock split, in
  the form of a 100% stock dividend, payable on or about February 28, 2005, to
  shareholders of record as of February 15, 2005. The split will increase the
  total number of shares of common stock outstanding to approximately 86,600,000.
  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 January 31, 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:  January 31, 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 January 31, 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
  FOR IMMEDIATE RELEASE                           (631) 843-5562
  
                     HENRY SCHEIN ANNOUNCES 2-FOR-1 STOCK SPLIT
  
  MELVILLE, N.Y. - JANUARY 31, 2005 - Henry Schein, Inc. (Nasdaq: HSIC), the
  largest distributor of healthcare products and services to office-based
  practitioners in the combined North American and European markets, today
  announced that the Company's Board of Directors has authorized a 2-for-1 stock
  split, in the form of a 100% stock dividend, payable on or about February 28,
  2005, to shareholders of record as of February 15, 2005. The split is the
  company's first since becoming a publicly-traded company in November 1995, and
  will increase the total number of shares of common stock outstanding to
  approximately 86,600,000 million.
  
        "Our market valuation and share price reflect our commitment to leadership
  in serving the needs of dentists, physicians and veterinarians across the United
  States, and our growing presence in Canadian and European dental markets. We
  believe this stock split is in the long-term interest of our shareholders, as it
  will increase liquidity and make equity ownership in Henry Schein more
  accessible, in particular for individual investors," said Stanley M. Bergman,
  Chairman, Chief Executive Officer and President of Henry Schein.
  
  ABOUT HENRY SCHEIN
  
        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 450,000
  customers worldwide, including dental practices and laboratories, physician
  practices and veterinary clinics, as well as government and other institutions.
  
                                      - more -
  Page 2
  
  The Company's sales reached a record $3.4 billion in 2003. Henry Schein operates
  through a centralized and automated distribution network, which provides
  customers in more than 125 countries with a comprehensive selection of over
  90,000 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 10,000 people
  and has operations in 17 countries. For more information, visit the Henry Schein
  Web site at WWW.HENRYSCHEIN.COM.
  
        In accordance with the "Safe Harbor" provisions of the Private Securities
  Litigation Reform Act of 1995, the Company provides the following cautionary
  remarks regarding important factors which, among others, could cause future
  results to differ materially from the forward-looking statements, expectations
  and assumptions expressed or implied herein. All forward-looking statements made
  by us are subject to risks and uncertainties and are not guaranties of future
  performance. These forward-looking statements involve known and unknown risks,
  uncertainties and other factors which may cause the Company's actual results,
  performance and achievements, or industry results to be materially different
  from any future results, performance, or achievements expressed or implied by
  such forward-looking statements. These statements are identified by the use of
  such terms as "may," "could," "expect," "intend," "believe," "plan," "estimate,"
  "forecast," "project," "anticipate," or other comparable terms. A full
  discussion of the Company's operations and financial condition, including
  factors that may affect its business and future prospects, is contained in
  documents the Company has filed with the SEC and will be contained in all
  subsequent periodic filings made with the SEC. These documents identify in
  detail important risk factors that could cause the Company's actual performance
  to differ materially from current expectations.
  
        Risk factors and uncertainties which could cause actual results to differ
  materially from current and historical results include, but are not limited to:
  competitive factors; changes in the healthcare industry; changes in government
  regulations that affect the Company; financial risks associated with the
  Company's international operations; fluctuations in quarterly earnings;
  transitional challenges associated with acquisitions; regulatory and litigation
  risks; the dependence on the Company's continued product development, technical
  support and successful marketing in the technology segment; the Company's
  dependence upon sales personnel and key customers; the Company's dependence on
  its senior management; the Company's dependence on third parties for the
  manufacture and supply of its products; possible increases in the cost of
  shipping the Company's products or other service trouble with the Company's
  third-party shippers; risks from rapid technological change; and risks from
  potential increases in variable interest rates.
  
        The order in which these factors appear should not be construed to
  indicate their relative importance or priority. The Company cautions that these
  factors may not be exhaustive and that many of these factors are beyond the
  Company's ability to control or predict. Accordingly, forward-looking statements
  should not be relied upon as a prediction of actual results. The Company
  undertakes no duty and has no obligation to update forward-looking statements.
  
                                             # # #