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): February 2, 2005
  
                                 HENRY SCHEIN, INC.
               (Exact name of registrant as specified in its charter)
  
  
           Delaware                     0-27078                  11-3136595
  --------------------------------------------------------------------------------
        (State or other           (Commission Number)          (IRS Employer
        jurisdiction of                                     Identification No.)
        incorporation)
  
    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.
  
  The Compensation Committee of Henry Schein, Inc. (the "Company") has determined
  to revise one of the several criteria upon which the 2004 bonuses for the
  Company's executive officers will be based, namely the pre-established target
  earnings per share ("EPS"). In recognition of the effect on the Company's EPS as
  a result of the inability of Chiron Corporation to supply the Company with
  sufficient Fluvirin(R) influenza vaccine for the current influenza season, the
  Compensation Committee has determined to reduce the pre-established EPS target.
  In addition to reducing this specific target, the Compensation Committee will
  also take into account Chiron's inability to supply vaccine in determining final
  bonuses for certain executives whose individual business unit financial goals
  may have been disproportionately affected by such inability. Although executive
  officers will receive bonus payments that are higher than what they otherwise
  would have received except for these changes, such payments will be lower than
  what they would have received had the original pre-established target been fully
  achieved.
  
  
  <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:  February 7, 2005             By: /s/ MICHAEL S. ETTINGER
                                      -------------------------------------------
                                      Name:  Michael S. Ettinger
                                      Title: Vice President and General Counsel
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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": "05580212"}, "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): February 2, 2005
  
                                 HENRY SCHEIN, INC.
               (Exact name of registrant as specified in its charter)
  
           Delaware                     0-27078                  11-3136595
  --------------------------------------------------------------------------------
        (State or other           (Commission Number)          (IRS Employer
        jurisdiction of                                     Identification No.)
        incorporation)
  
    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.
  
  The Compensation Committee of Henry Schein, Inc. (the "Company") has determined
  to revise one of the several criteria upon which the 2004 bonuses for the
  Company's executive officers will be based, namely the pre-established target
  earnings per share ("EPS"). In recognition of the effect on the Company's EPS as
  a result of the inability of Chiron Corporation to supply the Company with
  sufficient Fluvirin(R) influenza vaccine for the current influenza season, the
  Compensation Committee has determined to reduce the pre-established EPS target.
  In addition to reducing this specific target, the Compensation Committee will
  also take into account Chiron's inability to supply vaccine in determining final
  bonuses for certain executives whose individual business unit financial goals
  may have been disproportionately affected by such inability. Although executive
  officers will receive bonus payments that are higher than what they otherwise
  would have received except for these changes, such payments will be lower than
  what they would have received had the original pre-established target been fully
  achieved.
  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:  February 7, 2005             By: /s/ MICHAEL S. ETTINGER
                                      -------------------------------------------
                                      Name:  Michael S. Ettinger
                                      Title: Vice President and General Counsel