<PAGE>

       As filed with the Securities and Exchange Commission on August 8, 1997
                                           
                                                    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
               MICRO BIO-MEDICS, INC. 1982 INCENTIVE STOCK OPTION PLAN
             MICRO BIO-MEDICS, INC. 1989 NON-QUALIFIED STOCK OPTION PLAN
      MICRO BIO-MEDICS, INC. 1992 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
         OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS OF MICRO BIO-MEDICS, INC.
                              (Full title of the plans)
                                           
                                 Mark E. Mlotek, Esq.
                                  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  LLP
                                    1585 Broadway
                              New York, New York  10036
                                     212-969-3000
<PAGE>

                                                CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
                                                      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          2,716,703 shares        $24.88 share              $67,602,969            $20,485.73
    =========================================================================================================================
</TABLE>
 

(1) Represents the sum of (i) the up to 1,600,000 additional shares of the
    common stock, par value $.01 per share (the "Common Stock"), of Henry
    Schein, Inc (the "Company") issuable upon exercise of certain stock options
    granted or to be granted under the Henry Schein, Inc. 1994 Stock Option
    Plan (the "1994 Plan") pursuant to an amendment thereto adopted by Schein's
    stockholders on May 22, 1994, and (ii) the up to 1,116,703 shares of Common
    Stock issuable by the Company upon exercise of certain stock options
    granted under the Micro Bio-Medics, Inc. 1982 Incentive Stock Option Plan,
    the Micro Bio-Medics 1989 Non-qualified Stock Option Plan, the Micro
    Bio-Medics 1992 Incentive and Non-qualified Stock Option Plan or stock
    options granted to non-employee directors of Micro Bio-Medics ("MBM")
    (collectively, the "MBM Plans"), which options have been assumed by the
    Company in connection with the acquisition of MBM by the Company pursuant
    to the Agreement and Plan of Merger dated as of March 7, 1997 among Schein,
    MBM and HSI Acquisition Corporation.  Pursuant to Rule 416 promulgated
    under the Securities Act of 1933, as amended (the "Securities Act"), there
    are also being registered such indeterminate number of additional shares as
    may be required to cover possible adjustments under the 1994 Plan and the
    MBM Plans.

(2) Represents weighted average price computed pursuant to Rule 457(h)
    promulgated under the Securities Act based on a weighted average price per
    share of $26.03 with respect to those shares of Common Stock registered
    hereby that are the subject of outstanding options under the 1994 Plan and
    the MBM Plans and, with respect to the remaining shares of Common Stock
    registered hereby, $38.00, the average of the high and low sale prices of
    the Common Stock as reported on the NASDAQ National Market on August 1,
    1997.




                                          2
<PAGE>


EXPLANATORY NOTE: This Registration Statement registers an additional 1,600,000
shares of Common Stock of the Company which may be issued upon exercise of
options granted pursuant to the 1994 Plan pursuant to an amendment effective May
22, 1997.  The Company initially registered 678,635 shares of Common Stock to be
issued under the 1994 Plan on a Registration Statement on Form S-8, Registration
No. 333-5453, filed with the Securities and Exchange Commission on June 7, 1996,
the contents of which are incorporated herein by reference.




















                                          3
<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 "Company"
or the "Registrant"), are incorporated herein by reference:

         (1)  The Company's Annual Report filed on Form 10-K for the fiscal
    year ended December 30, 1996.

         (2)  The Company's Annual Report Filed on Form 10-K/A for the fiscal 
    year ended December 30, 1996.

         (3)  The Company Quarterly Report on Form 10-Q for the fiscal quarter
    ended March 30, 1997.

         (4)  The Company's Current Report on Form 8-K dated June 24, 1997.

         (5)  The Company's Annual Report on Form 8-K dated August 1, 1997.

         (6)  The description of the Company'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 Company 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.


    ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Article TENTH of the Company's Amended and Restated Certificate of
Incorporation provides that the Company 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 Company as
directors, officers, employees or agents of other enterprises.


                                         II-1
<PAGE>

    In addition, Article NINTH of the Company'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
Company 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.


    ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.


    ITEM 8.  EXHIBITS.

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

         4.1            Amended and Restated Articles of Incorporation of the
                        Company (incorporated by reference to Exhibit 3.1 to
                        the Company's Registration Statement on Form S-4
                        (Registration No. 333-30615))

         4.2            Amended and Restated Bylaws of the Company
                        (incorporated by reference to Exhibit 3.2 to the
                        Company's Registration Statement on Form S-4
                        (Registration No. 333-30615))

          5             Opinion of Proskauer Rose LLP

         23.1           Consent of BDO Seidman, LLP

         23.2           Consent of Miller, Ellin & Company


                                         II-2

<PAGE>

         23.3           Consent of Proskauer Rose 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


    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 of 1933; (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. 
         Notwithstanding the foregoing, any increase or decrease in volume
         of securities offered (if the total dollar value of securities offered
         would not exceed that which was registered) and any deviation from the
         low or high and of the estimated maximum offering range may be 
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent no more than 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee"
         table in the effective Registration Statement; and (iii) to include 
         any 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 Securities Exchange Act of 1934 that are incorporated 
         by reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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-3
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 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 August 1, 1997.

                                  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, and each
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 any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of Henry Schein, Inc., and to file the same, with all
exhibits thereto, and all 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, or
their substitutes may lawfully do or cause to be done by virtue hereof.

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

    SIGNATURES                         TITLE                         DATE
    ----------                         -----                         ----

/s/ STANLEY M. BERGMAN
-------------------------    Chairman, Chief Executive           August 1, 1997
   Stanley M. Bergman        Office and President
                             (Principal Executive Officer)

/s/ STEVEN PALADINO
-------------------------    Director, Senior Vice President     August 1, 1997
   Steven Paladino           and Chief Financial Officer
                             (Principal Financial Officer
                             and Principal Accounting Officer)

/s/ JAMES P. BRESLAWSKI
-------------------------    Director                            August 1, 1997
   James P. Breslawski  



                                         II-4
<PAGE>

/s/ GERALD A. BENJAMIN
-------------------------    Director                            August 1, 1997
   Gerald A. Benjamin

/s/ LEONARD A. DAVID
-------------------------    Director                            August 1, 1997
   Leonard A. David

/s/ MARK E. MLOTEK
-------------------------    Director                            August 1, 1997
   Mark E. Mlotek

/s/ BARRY ALPERIN
-------------------------    Director                           August 1, 1997 
   Barry Alperin


-------------------------    Director                            August 1, 1997
   Pamela Joseph

/s/ DONALD J. KABAT
-------------------------    Director                           August 1, 1997 
   Donald J. Kabat


-------------------------    Director                            August 1, 1997
   Marvin H. Schein

/s/ IRVING SHAFRAN
-------------------------    Director                            August 1, 1997
   Irving Shafran





                                         II-5
<PAGE>
                                    EXHIBIT INDEX

<TABLE>
<CAPTION>
 
    Exhibit
    Number              Description                                       Location
    -------             -----------                                       --------
      <S>     <C>                                          <C>

      4.1     Amended and Restated Articles of             incorporated by reference to Exhibit 3.1 to the
              Incorporation of the Company                 Company's Registration Statement on Form S-4 
                                                           (Registration No. 333-30615)

      4.2     Amended and Restated Bylaws of the           incorporated by reference to Exhibit 3.2 to the 
              Company                                      Company's Registration Statement on Form S-4 
                                                           (Registration No. 333-30615)

      5       Opinion of Proskauer Rose LLP                filed herewith

      23.1    Consent of BDO Seidman, LLP                  filed herewith

      23.2    Consent of Proskauer Rose LLP                included in Exhibit 5

      24      Powers of Attorney                           included on Page II-5

      99      Henry Schein, Inc. 1994 Stock Option Plan,   filed herewith
              as amended and restated
</TABLE>





                                         II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23340}]
{"company-data": {"conformed-name": "SCHEIN HENRY INC", "cik": "0001000228", "assigned-sic": "5047", "irs-number": "113136595", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33193", "film-number": "97654269"}, "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 August 8, 1997
                                           
                                                    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
               MICRO BIO-MEDICS, INC. 1982 INCENTIVE STOCK OPTION PLAN
             MICRO BIO-MEDICS, INC. 1989 NON-QUALIFIED STOCK OPTION PLAN
      MICRO BIO-MEDICS, INC. 1992 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
         OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS OF MICRO BIO-MEDICS, INC.
                              (Full title of the plans)
                                           
                                 Mark E. Mlotek, Esq.
                                  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  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          2,716,703 shares        $24.88 share              $67,602,969            $20,485.73
    =========================================================================================================================
(1) Represents the sum of (i) the up to 1,600,000 additional shares of the
    common stock, par value $.01 per share (the "Common Stock"), of Henry
    Schein, Inc (the "Company") issuable upon exercise of certain stock options
    granted or to be granted under the Henry Schein, Inc. 1994 Stock Option
    Plan (the "1994 Plan") pursuant to an amendment thereto adopted by Schein's
    stockholders on May 22, 1994, and (ii) the up to 1,116,703 shares of Common
    Stock issuable by the Company upon exercise of certain stock options
    granted under the Micro Bio-Medics, Inc. 1982 Incentive Stock Option Plan,
    the Micro Bio-Medics 1989 Non-qualified Stock Option Plan, the Micro
    Bio-Medics 1992 Incentive and Non-qualified Stock Option Plan or stock
    options granted to non-employee directors of Micro Bio-Medics ("MBM")
    (collectively, the "MBM Plans"), which options have been assumed by the
    Company in connection with the acquisition of MBM by the Company pursuant
    to the Agreement and Plan of Merger dated as of March 7, 1997 among Schein,
    MBM and HSI Acquisition Corporation.  Pursuant to Rule 416 promulgated
    under the Securities Act of 1933, as amended (the "Securities Act"), there
    are also being registered such indeterminate number of additional shares as
    may be required to cover possible adjustments under the 1994 Plan and the
    MBM Plans.

(2) Represents weighted average price computed pursuant to Rule 457(h)
    promulgated under the Securities Act based on a weighted average price per
    share of $26.03 with respect to those shares of Common Stock registered
    hereby that are the subject of outstanding options under the 1994 Plan and
    the MBM Plans and, with respect to the remaining shares of Common Stock
    registered hereby, $38.00, the average of the high and low sale prices of
    the Common Stock as reported on the NASDAQ National Market on August 1,
    1997.

                                          2
EXPLANATORY NOTE: This Registration Statement registers an additional 1,600,000
shares of Common Stock of the Company which may be issued upon exercise of
options granted pursuant to the 1994 Plan pursuant to an amendment effective May
22, 1997.  The Company initially registered 678,635 shares of Common Stock to be
issued under the 1994 Plan on a Registration Statement on Form S-8, Registration
No. 333-5453, filed with the Securities and Exchange Commission on June 7, 1996,
the contents of which are incorporated herein by reference.

                                          3
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 "Company"
or the "Registrant"), are incorporated herein by reference:

         (1)  The Company's Annual Report filed on Form 10-K for the fiscal
    year ended December 30, 1996.

         (2)  The Company's Annual Report Filed on Form 10-K/A for the fiscal 
    year ended December 30, 1996.

         (3)  The Company Quarterly Report on Form 10-Q for the fiscal quarter
    ended March 30, 1997.

         (4)  The Company's Current Report on Form 8-K dated June 24, 1997.

         (5)  The Company's Annual Report on Form 8-K dated August 1, 1997.

         (6)  The description of the Company'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 Company 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.

    ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Article TENTH of the Company's Amended and Restated Certificate of
Incorporation provides that the Company 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 Company as
directors, officers, employees or agents of other enterprises.

                                         II-1
In addition, Article NINTH of the Company'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
Company 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.

    ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

    ITEM 8.  EXHIBITS.

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

         4.1            Amended and Restated Articles of Incorporation of the
                        Company (incorporated by reference to Exhibit 3.1 to
                        the Company's Registration Statement on Form S-4
                        (Registration No. 333-30615))

         4.2            Amended and Restated Bylaws of the Company
                        (incorporated by reference to Exhibit 3.2 to the
                        Company's Registration Statement on Form S-4
                        (Registration No. 333-30615))

          5             Opinion of Proskauer Rose LLP

         23.1           Consent of BDO Seidman, LLP

         23.2           Consent of Miller, Ellin & Company

                                         II-2
23.3           Consent of Proskauer Rose 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

    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 of 1933; (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. 
         Notwithstanding the foregoing, any increase or decrease in volume
         of securities offered (if the total dollar value of securities offered
         would not exceed that which was registered) and any deviation from the
         low or high and of the estimated maximum offering range may be 
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent no more than 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee"
         table in the effective Registration Statement; and (iii) to include 
         any 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 Securities Exchange Act of 1934 that are incorporated 
         by reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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-3
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 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 August 1, 1997.

                                  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, and each
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 any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of Henry Schein, Inc., and to file the same, with all
exhibits thereto, and all 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, or
their substitutes may lawfully do or cause to be done by virtue hereof.

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

    SIGNATURES                         TITLE                         DATE
    ----------                         -----                         ----

/s/ STANLEY M. BERGMAN
-------------------------    Chairman, Chief Executive           August 1, 1997
   Stanley M. Bergman        Office and President
                             (Principal Executive Officer)

/s/ STEVEN PALADINO
-------------------------    Director, Senior Vice President     August 1, 1997
   Steven Paladino           and Chief Financial Officer
                             (Principal Financial Officer
                             and Principal Accounting Officer)

/s/ JAMES P. BRESLAWSKI
-------------------------    Director                            August 1, 1997
   James P. Breslawski  

                                         II-4
/s/ GERALD A. BENJAMIN
-------------------------    Director                            August 1, 1997
   Gerald A. Benjamin

/s/ LEONARD A. DAVID
-------------------------    Director                            August 1, 1997
   Leonard A. David

/s/ MARK E. MLOTEK
-------------------------    Director                            August 1, 1997
   Mark E. Mlotek

/s/ BARRY ALPERIN
-------------------------    Director                           August 1, 1997 
   Barry Alperin

-------------------------    Director                            August 1, 1997
   Pamela Joseph

/s/ DONALD J. KABAT
-------------------------    Director                           August 1, 1997 
   Donald J. Kabat

-------------------------    Director                            August 1, 1997
   Marvin H. Schein

/s/ IRVING SHAFRAN
-------------------------    Director                            August 1, 1997
   Irving Shafran

                                         II-5
EXHIBIT INDEX
Exhibit
    Number              Description                                       Location
    -------             -----------                                       --------
4.1     Amended and Restated Articles of             incorporated by reference to Exhibit 3.1 to the
              Incorporation of the Company                 Company's Registration Statement on Form S-4 
                                                           (Registration No. 333-30615)

      4.2     Amended and Restated Bylaws of the           incorporated by reference to Exhibit 3.2 to the 
              Company                                      Company's Registration Statement on Form S-4 
                                                           (Registration No. 333-30615)

      5       Opinion of Proskauer Rose LLP                filed herewith

      23.1    Consent of BDO Seidman, LLP                  filed herewith

      23.2    Consent of Proskauer Rose LLP                included in Exhibit 5

      24      Powers of Attorney                           included on Page II-5

      99      Henry Schein, Inc. 1994 Stock Option Plan,   filed herewith
              as amended and restated
II-6