As filed with the Securities and Exchange Commission on June 7, 1996

                                                           Registration No. 333-
================================================================================
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                               HENRY SCHEIN, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                               11-3136595
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

                                 135 Duryea Road
                            Melville, New York  11747
                                  516-843-5500
               (Address of principal executive offices) (Zip code)

                    HENRY SCHEIN, INC. 1994 STOCK OPTION PLAN
                            (Full title of the plan)

                               Henry Schein, Inc.
                                 135 Duryea Road
                            Melville, New York  11747
                                  516-843-5500
                    (Name and address, and telephone number,
                   including area code, of agent for service)
                        _________________________________

                        Copies of all communications to:
                             Robert A. Cantone, Esq.
                      Proskauer Rose Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York  10036
                                  212-969-3000
                        _________________________________

                                                                                
- --------------------------------------------------------------------------------
================================================================================

<PAGE>





<TABLE><CAPTION>

                             CALCULATION OF REGISTRATION FEE

                                      Proposed maximum   Proposed maximum     Amount of
Title of securities    Amount to be    offering price   aggregate offering   Registration
  to be registered    registered(1)     per share(2)         price(2)            Fee
<S>                 <C>                  <C>             <C>                <C>
Common Stock,
par value $.01 per    678,635 shares       $13.35          $9,059,777.00      $3,124.06
share

</TABLE>


    (1)  Represents the maximum number of shares of common stock, par value
         $.01 per share ("Common Stock"), as to which awards may be granted
         under the Henry Schein, Inc. 1994 Stock Option Plan, as amended and
         restated effective as of July 1, 1995 (the "Plan").  Pursuant to Rule
         416 promulgated under the Securities Act of 1933, as amended (the
         "Securities Act"), there are also being registered such additional
         indeterminate number of shares as may be required to cover possible
         adjustments under the Plan.

    (2)  Computed pursuant to Rule 457(c) promulgated under the Securities Act,
         based on a price per share of $4.21 in the case of outstanding options
         to purchase 221,397 shares of Common Stock at an exercise price of
         $4.21 per share, a price per share of $16.00 in the case of
         outstanding options to purchase 402,400 shares of Common Stock at an
         exercise price of $16.00 per share, a price per share of $29.00 in the
         case of outstanding options to purchase 35,000 shares of Common Stock
         at a price of $29.00 per share, a price per share of $31.00 in the
         case of outstanding options to purchase 10,000 shares of Common Stock
         at a price of $31.00 per share and $36.75 (the average of the high and
         low sale prices of the Common Stock as reported on the NASDAQ National
         Market on June 3, 1996) in the case of unissued options to purchase
         9,838 shares of Common Stock.








































                                             2




<PAGE>








                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By Reference.
     ------   ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Henry Schein, Inc., a Delaware corporation (the
"Corporation" or the "Registrant"), are incorporated herein by reference:

          (1)  The Corporation's Annual Report filed on Form 10-K for the fiscal
     year ended December 30, 1995.

          (2)  The Corporation Quarterly Report on Form 10-Q for the fiscal
     quarter ended March 30, 1996.

          (3)  The description of the Corporation's common stock, par value $.01
     per share, contained in the Company's Registration Statement filed on Form
     8-A pursuant to Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").

     All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all remaining securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.  Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


     Item 4.  Description of Securities.
     ------   -------------------------

     Not applicable.


     Item 5.  Interest of Named Experts and Counsel.
     ------   -------------------------------------

     Not applicable.







                                      II-1
<PAGE>







     Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

     Article TENTH of the Corporation's Amended and Restated Certificate of
Incorporation provides that the Corporation shall indemnify and hold harmless,
to the fullest extent authorized by the Delaware General Corporation Law, its
officers and directors against all expenses, liability and loss actually and
reasonably incurred in connection with any civil, criminal, administrative or
investigative action, suit or proceeding.  The Certificate of Incorporation also
extends indemnification to those serving at the request of the Corporation as
directors, officers, employees or agents of other enterprises.

     In addition, Article NINTH of the Corporation's Amended and Restated
Certificate of Incorporation provides that no director shall be personally
liable for any breach of fiduciary duty.  Article NINTH does not eliminate a
director's liability (i) for a breach of his or her duty of loyalty to the
Corporation or its stockholders, (ii) for acts of intentional misconduct, (iii)
under Section 174 of the Delaware General Corporation Law for unlawful
declarations of dividends or unlawful stock purchases or redemptions, or (iv)
for any transactions from which the director derived an improper personal
benefit.

     Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful.  In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.

     Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.  No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.




                                      II-2
<PAGE>








     Item 7.  Exemption from Registration Claimed.
     ------   -----------------------------------

     Not applicable.


     Item 8.  Exhibits.
     ------   --------

      Exhibit Number                          Description
      --------------                          -----------

           4.1              Amended and Restated Articles of Incorporation
                            of the Corporation (incorporated by reference
                            to Exhibit 3.1 to the Corporation's
                            Registration Statement on Form S-1
                            (Registration No. 33-96528))

           4.2              Bylaws of the Corporation (incorporated by
                            reference to Exhibit 3.2 to the Corporation's
                            Registration Statement on Form S-1
                            (Registration No. 33-96528))

            5               Opinion of Proskauer Rose Goetz & Mendelsohn
                            LLP

           23.1             Consent of BDO Seidman, LLP

           23.2             Consent of Proskauer Rose Goetz & Mendelsohn
                            LLP (included in Exhibit 5)

            24              Powers of Attorney (included on Page II-5)

            99              Henry Schein, Inc. 1994 Stock Option Plan, as
                            amended and restated effective as of July 1,
                            1995 (incorporated by reference to Exhibit 10.8
                            to the Corporation's Registration Statement on
                            Form S-1 (Registration No. 33-96528))


     Item 9.  Undertakings.
     ------   ------------

     (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement:
          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act; (ii) to reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement; and (iii) to include any 


                                      II-3
<PAGE>






          material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material
          change to such information in the Registration Statement; provided,
          however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at the time shall be
          deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering. 

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                      II-4
<PAGE>






                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on June 6, 1996.

                                        HENRY SCHEIN, INC. 


                                        By: /s/ Stanley M. Bergman
                                           -----------------------------
                                             Name:  Stanley M. Bergman
                                             Title: Chief Executive Officer and
                                                    President 


                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stanley M. Bergman and Mark E. Mlotek, or either
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act, without the other, for him or her
and in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of Henry Schein, Inc., and any or all
amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Company to be issued pursuant to the Company's 1994 Stock Option
Plan, as amended and restated effective as of July 1, 1995, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as full
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.







                                      II-5
<PAGE>



   Signatures                     Title                             Date
   ----------                     -----                             ----


/s/ Stanley M. Bergman   Chairman, Chief Executive                  June 6, 1996
- ---------------------
   Stanley M. Bergman    Office and President
                         (Principal Executive Officer)


/s/ Steven Paladino      Director, Senior Vice President            June 6, 1996
- ---------------------
   Steven Paladino       and Chief Financial Officer
                         (Principal Financial Officer
                         and Principal Accounting Officer)


/s/ James P. Breslawski  Director and Executive Vice                June 6, 1996
- ----------------------
   James P. Breslawski   President


/s/ Gerald A. Benjamin   Director and Senior Vice                   June 6, 1996
- ---------------------
   Gerald A. Benjamin    President of Administration
                         and Customer Satisfaction


/s/ Leonard A. David     Director, Vice President of                June 6, 1996
- ---------------------
   Leonard A. David      Human Resources and Special
                         Counsel


/s/ Mark E. Mlotek       Director, Vice President,                  June 6, 1996
- ---------------------
   Mark E. Mlotek        General Counsel and Secretary


/s/ Pamela Joseph        Director                                   June 6, 1996
- ---------------------
   Pamela Joseph


/s/ Marvin H. Schein     Director                                   June 6, 1996
- ---------------------
   Marvin H. Schein


/s/ Irving Shafran       Director                                   June 6, 1996
- ---------------------
   Irving Shafran



                                      II-6
<PAGE>






                                  EXHIBIT INDEX
                                  -------------


          Exhibit   
          Number           Description                    Location
          ------           -----------                    --------


            4.1     Amended and Restated        incorporated by reference
                    Articles of Incorporation   to Exhibit 3.1 to the
                    of the Corporation          Corporation's Registration
                                                Statement on Form S-1
                                                (Registration No. 33-96528)

            4.2     Bylaws of the Corporation   incorporated by reference
                                                to Exhibit 3.2 to the
                                                Corporation's Registration
                                                Statement on Form S-1
                                                (Registration No. 33-96528)

                    
             5      Opinion of Proskauer Rose   filed herewith
                    Goetz & Mendelsohn LLP

           23.1     Consent of BDO Seidman,     filed herewith
                    LLP

           23.2     Consent of Proskauer Rose   included in Exhibit 5
                    Goetz & Mendelsohn LLP

            24      Powers of Attorney          included on Page II-5


            99      Henry Schein, Inc. 1994     incorporated by reference
                    Stock Option Plan, as       to Exhibit 10.8 to the
                    amended and restated        Corporation's Registration
                    effective as of July 1,     Statement on Form S-1
                    1995                        (Registration No. 33-96528)




                                      II-7
[{"type": "S-8", "sequence": "1", "description": "HENRY SCHEIN, INC.", "secsgml_size_bytes": 21913}]
{"company-data": {"conformed-name": "SCHEIN HENRY INC", "cik": "0001000228", "assigned-sic": "5961", "irs-number": "113136595", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05453", "film-number": "96578172"}, "business-address": {"street1": "135 DURYEA RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5168435500"}, "mail-address": {"street1": "135 DURYEA RD", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
As filed with the Securities and Exchange Commission on June 7, 1996

                                                           Registration No. 333-
================================================================================
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                               HENRY SCHEIN, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                               11-3136595
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

                                 135 Duryea Road
                            Melville, New York  11747
                                  516-843-5500
               (Address of principal executive offices) (Zip code)

                    HENRY SCHEIN, INC. 1994 STOCK OPTION PLAN
                            (Full title of the plan)

                               Henry Schein, Inc.
                                 135 Duryea Road
                            Melville, New York  11747
                                  516-843-5500
                    (Name and address, and telephone number,
                   including area code, of agent for service)
                        _________________________________

                        Copies of all communications to:
                             Robert A. Cantone, Esq.
                      Proskauer Rose Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York  10036
                                  212-969-3000
                        _________________________________

                                                                                
- --------------------------------------------------------------------------------
================================================================================
CALCULATION OF REGISTRATION FEE

                                      Proposed maximum   Proposed maximum     Amount of
Title of securities    Amount to be    offering price   aggregate offering   Registration
  to be registered    registered(1)     per share(2)         price(2)            Fee
Common Stock,
par value $.01 per    678,635 shares       $13.35          $9,059,777.00      $3,124.06
share
(1)  Represents the maximum number of shares of common stock, par value
         $.01 per share ("Common Stock"), as to which awards may be granted
         under the Henry Schein, Inc. 1994 Stock Option Plan, as amended and
         restated effective as of July 1, 1995 (the "Plan").  Pursuant to Rule
         416 promulgated under the Securities Act of 1933, as amended (the
         "Securities Act"), there are also being registered such additional
         indeterminate number of shares as may be required to cover possible
         adjustments under the Plan.

    (2)  Computed pursuant to Rule 457(c) promulgated under the Securities Act,
         based on a price per share of $4.21 in the case of outstanding options
         to purchase 221,397 shares of Common Stock at an exercise price of
         $4.21 per share, a price per share of $16.00 in the case of
         outstanding options to purchase 402,400 shares of Common Stock at an
         exercise price of $16.00 per share, a price per share of $29.00 in the
         case of outstanding options to purchase 35,000 shares of Common Stock
         at a price of $29.00 per share, a price per share of $31.00 in the
         case of outstanding options to purchase 10,000 shares of Common Stock
         at a price of $31.00 per share and $36.75 (the average of the high and
         low sale prices of the Common Stock as reported on the NASDAQ National
         Market on June 3, 1996) in the case of unissued options to purchase
         9,838 shares of Common Stock.

                                             2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By Reference.
     ------   ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Henry Schein, Inc., a Delaware corporation (the
"Corporation" or the "Registrant"), are incorporated herein by reference:

          (1)  The Corporation's Annual Report filed on Form 10-K for the fiscal
     year ended December 30, 1995.

          (2)  The Corporation Quarterly Report on Form 10-Q for the fiscal
     quarter ended March 30, 1996.

          (3)  The description of the Corporation's common stock, par value $.01
     per share, contained in the Company's Registration Statement filed on Form
     8-A pursuant to Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").

     All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all remaining securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.  Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

     Item 4.  Description of Securities.
     ------   -------------------------

     Not applicable.

     Item 5.  Interest of Named Experts and Counsel.
     ------   -------------------------------------

     Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

     Article TENTH of the Corporation's Amended and Restated Certificate of
Incorporation provides that the Corporation shall indemnify and hold harmless,
to the fullest extent authorized by the Delaware General Corporation Law, its
officers and directors against all expenses, liability and loss actually and
reasonably incurred in connection with any civil, criminal, administrative or
investigative action, suit or proceeding.  The Certificate of Incorporation also
extends indemnification to those serving at the request of the Corporation as
directors, officers, employees or agents of other enterprises.

     In addition, Article NINTH of the Corporation's Amended and Restated
Certificate of Incorporation provides that no director shall be personally
liable for any breach of fiduciary duty.  Article NINTH does not eliminate a
director's liability (i) for a breach of his or her duty of loyalty to the
Corporation or its stockholders, (ii) for acts of intentional misconduct, (iii)
under Section 174 of the Delaware General Corporation Law for unlawful
declarations of dividends or unlawful stock purchases or redemptions, or (iv)
for any transactions from which the director derived an improper personal
benefit.

     Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful.  In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.

     Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.  No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.

                                      II-2
Item 7.  Exemption from Registration Claimed.
     ------   -----------------------------------

     Not applicable.

     Item 8.  Exhibits.
     ------   --------

      Exhibit Number                          Description
      --------------                          -----------

           4.1              Amended and Restated Articles of Incorporation
                            of the Corporation (incorporated by reference
                            to Exhibit 3.1 to the Corporation's
                            Registration Statement on Form S-1
                            (Registration No. 33-96528))

           4.2              Bylaws of the Corporation (incorporated by
                            reference to Exhibit 3.2 to the Corporation's
                            Registration Statement on Form S-1
                            (Registration No. 33-96528))

            5               Opinion of Proskauer Rose Goetz & Mendelsohn
                            LLP

           23.1             Consent of BDO Seidman, LLP

           23.2             Consent of Proskauer Rose Goetz & Mendelsohn
                            LLP (included in Exhibit 5)

            24              Powers of Attorney (included on Page II-5)

            99              Henry Schein, Inc. 1994 Stock Option Plan, as
                            amended and restated effective as of July 1,
                            1995 (incorporated by reference to Exhibit 10.8
                            to the Corporation's Registration Statement on
                            Form S-1 (Registration No. 33-96528))

     Item 9.  Undertakings.
     ------   ------------

     (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement:
          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act; (ii) to reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement; and (iii) to include any 

                                      II-3
material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material
          change to such information in the Registration Statement; provided,
          however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at the time shall be
          deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering. 

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York, on June 6, 1996.

                                        HENRY SCHEIN, INC. 

                                        By: /s/ Stanley M. Bergman
                                           -----------------------------
                                             Name:  Stanley M. Bergman
                                             Title: Chief Executive Officer and
                                                    President 

                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stanley M. Bergman and Mark E. Mlotek, or either
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act, without the other, for him or her
and in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of Henry Schein, Inc., and any or all
amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Company to be issued pursuant to the Company's 1994 Stock Option
Plan, as amended and restated effective as of July 1, 1995, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as full
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

                                      II-5
Signatures                     Title                             Date
   ----------                     -----                             ----

/s/ Stanley M. Bergman   Chairman, Chief Executive                  June 6, 1996
- ---------------------
   Stanley M. Bergman    Office and President
                         (Principal Executive Officer)

/s/ Steven Paladino      Director, Senior Vice President            June 6, 1996
- ---------------------
   Steven Paladino       and Chief Financial Officer
                         (Principal Financial Officer
                         and Principal Accounting Officer)

/s/ James P. Breslawski  Director and Executive Vice                June 6, 1996
- ----------------------
   James P. Breslawski   President

/s/ Gerald A. Benjamin   Director and Senior Vice                   June 6, 1996
- ---------------------
   Gerald A. Benjamin    President of Administration
                         and Customer Satisfaction

/s/ Leonard A. David     Director, Vice President of                June 6, 1996
- ---------------------
   Leonard A. David      Human Resources and Special
                         Counsel

/s/ Mark E. Mlotek       Director, Vice President,                  June 6, 1996
- ---------------------
   Mark E. Mlotek        General Counsel and Secretary

/s/ Pamela Joseph        Director                                   June 6, 1996
- ---------------------
   Pamela Joseph

/s/ Marvin H. Schein     Director                                   June 6, 1996
- ---------------------
   Marvin H. Schein

/s/ Irving Shafran       Director                                   June 6, 1996
- ---------------------
   Irving Shafran

                                      II-6
EXHIBIT INDEX
                                  -------------

          Exhibit   
          Number           Description                    Location
          ------           -----------                    --------

            4.1     Amended and Restated        incorporated by reference
                    Articles of Incorporation   to Exhibit 3.1 to the
                    of the Corporation          Corporation's Registration
                                                Statement on Form S-1
                                                (Registration No. 33-96528)

            4.2     Bylaws of the Corporation   incorporated by reference
                                                to Exhibit 3.2 to the
                                                Corporation's Registration
                                                Statement on Form S-1
                                                (Registration No. 33-96528)

                    
             5      Opinion of Proskauer Rose   filed herewith
                    Goetz & Mendelsohn LLP

           23.1     Consent of BDO Seidman,     filed herewith
                    LLP

           23.2     Consent of Proskauer Rose   included in Exhibit 5
                    Goetz & Mendelsohn LLP

            24      Powers of Attorney          included on Page II-5

            99      Henry Schein, Inc. 1994     incorporated by reference
                    Stock Option Plan, as       to Exhibit 10.8 to the
                    amended and restated        Corporation's Registration
                    effective as of July 1,     Statement on Form S-1
                    1995                        (Registration No. 33-96528)

                                      II-7