As Filed with the Securities and Exchange Commission on November 27, 2002
                                                 Registration No. 333- ________


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                  ----------


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  ----------


                          DENTSPLY International Inc.
            (Exact name of registrant as specified in its charter)

            Delaware                           39-1434669
(State or other jurisdiction      (I.R.S.Employer Identification No.)
of incorporation or organization)

     570 West College Avenue
       York, Pennsylvania                      17405-0872
(Address of principal executive offices)       (Zip Code)


                          DENTSPLY International Inc.
                            2002 Stock Option Plan
                           (Full title of the plan)

                            Brian M. Addison, Esq.
                                General Counsel
                          DENTSPLY International Inc.
                            570 West College Avenue
                         York, Pennsylvania 17405-0872
                    (Name and address of agent for service)

                                (717) 845-7511
         (Telephone number, including area code, of agent for service)

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

                                          Proposed      Proposed
                                          Maximum       Maximum
                             Amount       Offering     Aggregate     Amount of
 Title of Securities         to be       (Price Per    Offering    Registration
   to be Registered       Registered(1)     Share        Price          Fee


Common Stock, par
  value $.01 per share  7,000,000 shares  $33.32(2) $233,240,000(3)  $21,458.08

------------------------------------------------------------------------------

(1)   This  Registration  Statement  shall also cover any additional  shares of
   Common Stock which are offered or issued under the plan to prevent  dilution
   resulting from stock splits, stock dividends or similar transactions.

(2)   Calculated  pursuant to Rule 457(h) under the  Securities Act of 1933, as
   amended (the  "Securities  Act"),  solely for the purpose of calculating the
   registration fee.

(3)   Calculated pursuant to Rule 457(h) under the Securities Act solely for
   the purpose of calculating the registration fee based upon the average of
   the high and low prices of Dentsply common stock reported on the Nasdaq
   Stock Market on November 25, 2002.

                                       1

<PAGE>


                                    PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The  following  documents  filed  by  DENTSPLY  International  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission") are
incorporated by reference into this Registration Statement:

      1.   The  Company's  Form 10-K  filed  with the  Commission  for the year
ended December 31, 2001 (File No. 0-16211).

      2.   The Company's  Form 10-Q filed with the Commission for the quarterly
period ended March 31, 2002 (File No. 0-16211).

      3.   The Company's  Form 10-Q filed with the Commission for the quarterly
period ended June 30, 2002 (File No. 0-16211).

      4.   The Company's  Form 10-Q filed with the Commission for the quarterly
period ended September 30, 2002 (File No. 0-16211).

      5.   The  description  of the  Company's  Common  Stock  contained in the
Company's Registration  Statement on Form 10 (File No. 0-16211),  including any
amendment    or   report    filed   for   the   purpose   of   updating    such
description.

      All  documents  subsequently  filed by the  Company  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act")  after  the  date  of  this
Registration Statement,  but prior to the filing of a post-effective  amendment
to this Registration  Statement which indicates that all securities  offered by
this  Registration  Statement  have  been  sold or which  deregisters  all such
securities  then  remaining  unsold,  shall be  deemed  to be  incorporated  by
reference  into this  Registration  Statement.  Each document  incorporated  by
reference  into  this  Registration  Statement  shall be deemed to be a part of
this  Registration  Statement from the date of the filing of such document with
the  Commission  until the  information  contained  therein  is  superseded  or
updated by any  subsequently  filed document which is incorporated by reference
into this  Registration  Statement or by any document which constitutes part of
the prospectus  relating to the Plan meeting the  requirements of Section 10(a)
of the Securities Act.

Item 4.  Description of Securities.

      The class of securities to be offered under this  Registration  Statement
is registered under Section 12(g) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

      None

Item 6.  Indemnification of Directors and Officers.

      Section  102(b)(7) of the Delaware  General  Corporation Law (the "DGCL")
permits a Delaware corporation,  in its certificate of incorporation,  to limit
or  eliminate,  subject to certain  statutory  limitations,  the liability of a
director  to the  corporation  or its  stockholders  for  monetary  damages for
breaches  of  fiduciary   duty.   Article  Nine  of  the   Company's   Restated
Certificate  of  Incorporation  provides  that a director of the Company  shall
not be  personally  liable to the  Company  or its  stockholders  for  monetary
damages  for breach of duty as a  director  except  for  liability  (i) for any
breach of the  director's  duty of loyalty to the Company or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or knowing  violation of law,  (iii) under Section 174 of the DGCL,
or (iv) for any  transaction  from  which the  director  derived  any  improper
personal
benefit.
                                       2

<PAGE>



      Under Section 145 of the DGCL, a  corporation  has the power to indemnify
directors and officers under certain  prescribed  circumstances and, subject to
certain limitations,  against certain costs and expenses,  including attorneys'
fees,  actually and reasonably  incurred in connection with any action, suit or
proceeding,  whether  civil,  criminal,  administrative  or  investigative,  to
which any of them is a party by reason of his being a  director  or  officer of
the  corporation  if it is  determined  that he  acted in  accordance  with the
applicable standard of conduct set forth in such statutory  provision.  Article
V of the Company's  Bylaws  provides that the Company will indemnify any person
who was or is a party or a  witness  or is  threatened  to be made a party or a
witness to any threatened,  pending or completed action,  suit or proceeding by
reason  of the  fact  that  he is or was an  authorized  representative  of the
Company,  against all expenses  (including  attorneys' fees and disbursements),
judgments,  fines (including  excise taxes and penalties),  and amounts paid in
settlement  actually and reasonably  incurred by such person in connection with
such  action,  suit or  proceeding.  Article V further  permits  the Company to
maintain  insurance  on  behalf  of  any  such  person  against  any  liability
asserted  against such person and incurred by such person in any such  capacity
or arising  out of his status as such,  whether or not the  Company  would have
the power to indemnify such person
against such  liability  under the DGCL. The Company  maintains  directors' and
officers' liability insurance.

Item 7.    Exemption From Registration Claimed

      Not Applicable

Item 8.  Exhibits.

      The following  exhibits are filed herewith or  incorporated  by reference
as part of this Registration Statement:

Exhibit     Description
No.

4.1         Restated  Certificate  of  Incorporation,  as amended by
            Certificate of Amendment dated June 12, 2002

4.2         Amended and Restated Bylaws (1)

5.1         Opinion of Morgan, Lewis & Bockius LLP.
23.1        Consent  of Morgan,  Lewis & Bockius  LLP  (included  in
            Exhibit 5.1).
23.2        Consent of PricewaterhouseCoopers LLP.
24.1        Power of attorney  (included on  signature  page of this
            registration statement).

99.1        DENTSPLY International Inc. 2002 Stock Option Plan

(1)   Incorporated  by  reference  to exhibit  3.2  included  in the  Company's
      Annual  Report on Form 10-K for the year ended  December 31,  2001,  File
      No. 0-16211.

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;

                                       3

<PAGE>



                (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 that 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 of 1933,  each filing of
the  registrant's  annual  report  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange  Act of 1934  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.

                                     * * *

      (h)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities   Act  of  1933  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
Securities  and Exchange  Commission  such  indemnification  is against  public
policy  as  expressed  in the  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 Act and  will be  governed  by the  final
adjudication of such issue.

                                       4

<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 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 York, Commonwealth of Pennsylvania,
on November 27, 2002.

                                          DENTSPLY INTERNATIONAL INC.


                                          By:  /s/ JOHN C. MILES II
                                               John C. Miles II
                                               Chief Executive Officer
                                               and Chairman of the Board


      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below hereby  constitutes  and  appoints,  John C. Miles II and William
R.  Jellison,  and each of them,  as his true and lawful  attorney-in-fact  and
agent, with full power of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments   to   this   registration   statement   (including   post-effective
amendments)  and any and all  additional  registration  statements  pursuant to
Rule 462(b) under the  Securities Act of 1933, as amended,  in connection  with
or related to the offering  contemplated  by this  registration  statement  and
its  amendments,  if any, and to file the same,  with all exhibits  thereto and
all other documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto each said  attorney-in-fact and agent full power and
authority  to do and  perform  each and every act in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact  and agents, or either of them,
or their or his  substitutes  or  substitute,  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 by the following persons in the
capacities and on the dates indicated:


        Signature                   Capacity               Date

/s/ JOHN C. MILES II         Principal Executive       November 27, 2002
                             Officer and Director
John C. Miles II

/s/ GARY K. KUNKLE, JR.      Director                  November 27, 2002

Gary K. Kunkle, Jr.

/s/ WILLIAM R. JELLISON      Principal Financial       November 27, 2002
                             and Accounting Officer
William R. Jellison

/s/ MICHAEL C. ALFANO        Director                  November 27, 2002

Dr. Michael C. Alfano

/s/ BURTON C. BORGELT        Director                  November 27, 2002

Burton C. Borgelt

/s/ PAULA H. CHOLMONDELEY    Director                  November 27, 2002

Paula H. Cholmondeley

/s/ MICHAEL J. COLEMAN       Director                  November 27, 2002

Michael J. Coleman

                                       5

<PAGE>



/s/ LESLIE A. JONES          Director                  November 27, 2002

Leslie A. Jones

/s/ WILLIAM F. HECHT         Director                  November 27, 2002

William F. Hecht

/s/ BETTY JANE SCHEIHING     Director                  November 27, 2002

Betty Jane Scheihing

/s/ EDGAR H. SCHOLLMAIER     Director                  November 27, 2002

Edgar H. Schollmaier

/s/ W. KEITH SMITH           Director                  November 27, 2002

W. Keith Smith

                                       6

<PAGE>




                                 EXHIBIT INDEX
                                                         Sequential
Exhibit                                                     Page
   No.                      Description                    Number
----------   ---------------------------------------------------------

   4.1       Restated       Certificate      of
             Incorporation, as amended.                      8

   5.1       Opinion   of   Morgan,   Lewis   &
             Bockius LLP.                                   12

  23.1       Consent   of   Morgan,   Lewis   &
             Bockius LLP  (included  in Exhibit
             5.1).

  23.2       Consent of  PricewaterhouseCoopers
             LLP.                                           13

  24.1       Power  of  attorney  (included  on
             signature     page     of     this
             registration statement).

  99.1       DENTSPLY  International  Inc. 2002
             Stock Option Plan                              14


                                       7
[{"type": "S-8", "sequence": "1", "filename": "s8ed.txt", "description": "FORM S-8", "secsgml_size_bytes": 17941}]
{"company-data": {"conformed-name": "DENTSPLY INTERNATIONAL INC /DE/", "cik": "0000818479", "assigned-sic": "3843", "irs-number": "391434669", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101548", "film-number": "02843735"}, "business-address": {"street1": "570 W COLLEGE AVE", "city": "YORK", "state": "PA", "zip": "17405", "phone": "7178460256"}, "mail-address": {"street1": "570 W COLLEGE AVE", "city": "YORK", "state": "PA", "zip": "17405"}, "former-company": {"former-conformed-name": "GENDEX CORP", "date-changed": "19920703"}}
As Filed with the Securities and Exchange Commission on November 27, 2002
                                                 Registration No. 333- ________

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                  ----------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  ----------

                          DENTSPLY International Inc.
            (Exact name of registrant as specified in its charter)

            Delaware                           39-1434669
(State or other jurisdiction      (I.R.S.Employer Identification No.)
of incorporation or organization)

     570 West College Avenue
       York, Pennsylvania                      17405-0872
(Address of principal executive offices)       (Zip Code)

                          DENTSPLY International Inc.
                            2002 Stock Option Plan
                           (Full title of the plan)

                            Brian M. Addison, Esq.
                                General Counsel
                          DENTSPLY International Inc.
                            570 West College Avenue
                         York, Pennsylvania 17405-0872
                    (Name and address of agent for service)

                                (717) 845-7511
         (Telephone number, including area code, of agent for service)

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

                                          Proposed      Proposed
                                          Maximum       Maximum
                             Amount       Offering     Aggregate     Amount of
 Title of Securities         to be       (Price Per    Offering    Registration
   to be Registered       Registered(1)     Share        Price          Fee

Common Stock, par
  value $.01 per share  7,000,000 shares  $33.32(2) $233,240,000(3)  $21,458.08

------------------------------------------------------------------------------

(1)   This  Registration  Statement  shall also cover any additional  shares of
   Common Stock which are offered or issued under the plan to prevent  dilution
   resulting from stock splits, stock dividends or similar transactions.

(2)   Calculated  pursuant to Rule 457(h) under the  Securities Act of 1933, as
   amended (the  "Securities  Act"),  solely for the purpose of calculating the
   registration fee.

(3)   Calculated pursuant to Rule 457(h) under the Securities Act solely for
   the purpose of calculating the registration fee based upon the average of
   the high and low prices of Dentsply common stock reported on the Nasdaq
   Stock Market on November 25, 2002.

                                       1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following  documents  filed  by  DENTSPLY  International  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission") are
incorporated by reference into this Registration Statement:

      1.   The  Company's  Form 10-K  filed  with the  Commission  for the year
ended December 31, 2001 (File No. 0-16211).

      2.   The Company's  Form 10-Q filed with the Commission for the quarterly
period ended March 31, 2002 (File No. 0-16211).

      3.   The Company's  Form 10-Q filed with the Commission for the quarterly
period ended June 30, 2002 (File No. 0-16211).

      4.   The Company's  Form 10-Q filed with the Commission for the quarterly
period ended September 30, 2002 (File No. 0-16211).

      5.   The  description  of the  Company's  Common  Stock  contained in the
Company's Registration  Statement on Form 10 (File No. 0-16211),  including any
amendment    or   report    filed   for   the   purpose   of   updating    such
description.

      All  documents  subsequently  filed by the  Company  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act")  after  the  date  of  this
Registration Statement,  but prior to the filing of a post-effective  amendment
to this Registration  Statement which indicates that all securities  offered by
this  Registration  Statement  have  been  sold or which  deregisters  all such
securities  then  remaining  unsold,  shall be  deemed  to be  incorporated  by
reference  into this  Registration  Statement.  Each document  incorporated  by
reference  into  this  Registration  Statement  shall be deemed to be a part of
this  Registration  Statement from the date of the filing of such document with
the  Commission  until the  information  contained  therein  is  superseded  or
updated by any  subsequently  filed document which is incorporated by reference
into this  Registration  Statement or by any document which constitutes part of
the prospectus  relating to the Plan meeting the  requirements of Section 10(a)
of the Securities Act.

Item 4.  Description of Securities.

      The class of securities to be offered under this  Registration  Statement
is registered under Section 12(g) of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

      None

Item 6.  Indemnification of Directors and Officers.

      Section  102(b)(7) of the Delaware  General  Corporation Law (the "DGCL")
permits a Delaware corporation,  in its certificate of incorporation,  to limit
or  eliminate,  subject to certain  statutory  limitations,  the liability of a
director  to the  corporation  or its  stockholders  for  monetary  damages for
breaches  of  fiduciary   duty.   Article  Nine  of  the   Company's   Restated
Certificate  of  Incorporation  provides  that a director of the Company  shall
not be  personally  liable to the  Company  or its  stockholders  for  monetary
damages  for breach of duty as a  director  except  for  liability  (i) for any
breach of the  director's  duty of loyalty to the Company or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or knowing  violation of law,  (iii) under Section 174 of the DGCL,
or (iv) for any  transaction  from  which the  director  derived  any  improper
personal
benefit.
                                       2
Under Section 145 of the DGCL, a  corporation  has the power to indemnify
directors and officers under certain  prescribed  circumstances and, subject to
certain limitations,  against certain costs and expenses,  including attorneys'
fees,  actually and reasonably  incurred in connection with any action, suit or
proceeding,  whether  civil,  criminal,  administrative  or  investigative,  to
which any of them is a party by reason of his being a  director  or  officer of
the  corporation  if it is  determined  that he  acted in  accordance  with the
applicable standard of conduct set forth in such statutory  provision.  Article
V of the Company's  Bylaws  provides that the Company will indemnify any person
who was or is a party or a  witness  or is  threatened  to be made a party or a
witness to any threatened,  pending or completed action,  suit or proceeding by
reason  of the  fact  that  he is or was an  authorized  representative  of the
Company,  against all expenses  (including  attorneys' fees and disbursements),
judgments,  fines (including  excise taxes and penalties),  and amounts paid in
settlement  actually and reasonably  incurred by such person in connection with
such  action,  suit or  proceeding.  Article V further  permits  the Company to
maintain  insurance  on  behalf  of  any  such  person  against  any  liability
asserted  against such person and incurred by such person in any such  capacity
or arising  out of his status as such,  whether or not the  Company  would have
the power to indemnify such person
against such  liability  under the DGCL. The Company  maintains  directors' and
officers' liability insurance.

Item 7.    Exemption From Registration Claimed

      Not Applicable

Item 8.  Exhibits.

      The following  exhibits are filed herewith or  incorporated  by reference
as part of this Registration Statement:

Exhibit     Description
No.

4.1         Restated  Certificate  of  Incorporation,  as amended by
            Certificate of Amendment dated June 12, 2002

4.2         Amended and Restated Bylaws (1)

5.1         Opinion of Morgan, Lewis & Bockius LLP.
23.1        Consent  of Morgan,  Lewis & Bockius  LLP  (included  in
            Exhibit 5.1).
23.2        Consent of PricewaterhouseCoopers LLP.
24.1        Power of attorney  (included on  signature  page of this
            registration statement).

99.1        DENTSPLY International Inc. 2002 Stock Option Plan

(1)   Incorporated  by  reference  to exhibit  3.2  included  in the  Company's
      Annual  Report on Form 10-K for the year ended  December 31,  2001,  File
      No. 0-16211.

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;

                                       3
(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 that 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 of 1933,  each filing of
the  registrant's  annual  report  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange  Act of 1934  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.

                                     * * *

      (h)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities   Act  of  1933  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
Securities  and Exchange  Commission  such  indemnification  is against  public
policy  as  expressed  in the  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 Act and  will be  governed  by the  final
adjudication of such issue.

                                       4
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 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 York, Commonwealth of Pennsylvania,
on November 27, 2002.

                                          DENTSPLY INTERNATIONAL INC.

                                          By:  /s/ JOHN C. MILES II
                                               John C. Miles II
                                               Chief Executive Officer
                                               and Chairman of the Board

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below hereby  constitutes  and  appoints,  John C. Miles II and William
R.  Jellison,  and each of them,  as his true and lawful  attorney-in-fact  and
agent, with full power of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments   to   this   registration   statement   (including   post-effective
amendments)  and any and all  additional  registration  statements  pursuant to
Rule 462(b) under the  Securities Act of 1933, as amended,  in connection  with
or related to the offering  contemplated  by this  registration  statement  and
its  amendments,  if any, and to file the same,  with all exhibits  thereto and
all other documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto each said  attorney-in-fact and agent full power and
authority  to do and  perform  each and every act in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact  and agents, or either of them,
or their or his  substitutes  or  substitute,  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 by the following persons in the
capacities and on the dates indicated:

        Signature                   Capacity               Date

/s/ JOHN C. MILES II         Principal Executive       November 27, 2002
                             Officer and Director
John C. Miles II

/s/ GARY K. KUNKLE, JR.      Director                  November 27, 2002

Gary K. Kunkle, Jr.

/s/ WILLIAM R. JELLISON      Principal Financial       November 27, 2002
                             and Accounting Officer
William R. Jellison

/s/ MICHAEL C. ALFANO        Director                  November 27, 2002

Dr. Michael C. Alfano

/s/ BURTON C. BORGELT        Director                  November 27, 2002

Burton C. Borgelt

/s/ PAULA H. CHOLMONDELEY    Director                  November 27, 2002

Paula H. Cholmondeley

/s/ MICHAEL J. COLEMAN       Director                  November 27, 2002

Michael J. Coleman

                                       5
/s/ LESLIE A. JONES          Director                  November 27, 2002

Leslie A. Jones

/s/ WILLIAM F. HECHT         Director                  November 27, 2002

William F. Hecht

/s/ BETTY JANE SCHEIHING     Director                  November 27, 2002

Betty Jane Scheihing

/s/ EDGAR H. SCHOLLMAIER     Director                  November 27, 2002

Edgar H. Schollmaier

/s/ W. KEITH SMITH           Director                  November 27, 2002

W. Keith Smith

                                       6
EXHIBIT INDEX
                                                         Sequential
Exhibit                                                     Page
   No.                      Description                    Number
----------   ---------------------------------------------------------

   4.1       Restated       Certificate      of
             Incorporation, as amended.                      8

   5.1       Opinion   of   Morgan,   Lewis   &
             Bockius LLP.                                   12

  23.1       Consent   of   Morgan,   Lewis   &
             Bockius LLP  (included  in Exhibit
             5.1).

  23.2       Consent of  PricewaterhouseCoopers
             LLP.                                           13

  24.1       Power  of  attorney  (included  on
             signature     page     of     this
             registration statement).

  99.1       DENTSPLY  International  Inc. 2002
             Stock Option Plan                              14

                                       7