January 23, 2006


Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Attention:  Ms. Robyn Manuel

     Re:  Henry Schein, Inc.
          Form 10-K for Fiscal Year Ended December 25, 2004
          Filed March 4, 2005

          Forms 10-Q for Fiscal Quarters Ended
          March 26, 2005, June 25, 2005, and September 24, 2005

          File No. 0-27078

Dear Ms. Manuel:

In response to your letter dated December 23, 2005 regarding your review of the
above referenced filings, the following represents our responses that correspond
to the numbered comments in your letter:

1.  With reference to our Form 10-K disclosure that in connection with our
    purchase of the Demedis Group, we agreed to divest the portion of the
    business known as "M&W" shortly after the consummation of the acquisition,
    with such divestiture to be effected through exercising a put option back to
    the previous owners, you requested that we provide to you the business
    reasons for structuring the transaction this way. Further you expressed your
    interest in understanding why we structured the transaction this way rather
    than excluding M&W from the initial purchase altogether.

    The business reason for structuring the M&W acquisition as discussed above
    was a result of our making a concession during negotiations to accommodate
    the seller's desire to sell the Demedis Group as a whole. We believe this
    request resulted from the uncertainty of the value of the M&W business on a
    stand-alone basis. As we were engaged in a competitive, investment-banker
    led, process for the acquisition of the Demedis Group we accommodated the
    seller's desire to sell the Demedis Group as a whole but agreed with the
    seller on the put structure as a means of recovering the value of M&W in the
    event the regulatory authorities disallowed our retention of M&W.

    Further, you requested the amount of the original purchase price of the
    Demedis Group attributable to M&W, how this amount compares to the amount at
    which M&W was put back to the seller, and our basis in GAAP for treating any
    difference as an adjustment to the purchase price for the remainder of the
    Demedis Group.




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    The amount of the original purchase price attributable to M&W was equal to
    and determined by the negotiated put amount.  The put amount represented an
    amount which the seller felt assured could be attained through a subsequent
    resale of M&W to another third party. Therefore, there was no difference
    and hence no adjustment necessary to the purchase price for the remainder of
    the Demedis Group.

2.  With reference to our Form 10-K disclosure that as part of the agreement to
    divest M&W, upon subsequent resale of M&W, we received a certain share of
    the net sale proceeds equal to $32.4 million, you requested that we provide
    our basis in GAAP for accounting for the proceeds received as a reduction in
    the purchase price for the Demedis Group, including the specific
    authoritative literature on which we relied in determining the proper
    accounting.

    All aspects of the M&W transaction, including the put and subsequent sharing
    in net proceeds from any subsequent resale of M&W, were negotiated as part
    of the agreement to purchase the Demedis Group. As mentioned in #1 above,
    the M&W transaction was structured as multi-step (original purchase, put
    back to the seller and subsequent sharing in the net resale proceeds) at the
    seller's request.

    We believe our accounting for all steps of the M&W transaction as one net
    transaction reflects the substance of the transaction. We believe the
    contemplated steps of the transaction, as provided for in the agreement to
    purchase the Demedis Group, are in substance purchase price adjustments.
    Although we are not aware of authoritative literature that specifically
    addresses this point, accounting for acquisitions often entails making
    purchase price adjustments for working capital and other items the acquired
    amounts of which are finalized post-acquisition. Such adjustments are
    typically based on formulas or definitions agreed to and stipulated in the
    purchase agreements. This was the case in this transaction, whereby the
    final determination of the value of the assets acquired was not known until
    post-acquisition (i.e. upon subsequent resale of M&W).

    The amount of the purchase price adjustment that resulted from not acquiring
    M&W was based on a formula, rather than a fixed amount. This was because,
    although we could agree with the seller on the value for the Demedis Group
    taken as a whole, we could not agree on the purchase price adjustment
    necessary in the event that M&W were excluded from the Demedis Group. When
    buyers and sellers cannot agree on value, "A business combination agreement
    may provide for the issuance of additional shares of a security or the
    transfer of cash or other consideration contingent on specified events or
    transactions in the future."(1) When contingent consideration is based on
    subsequent earnings, paragraph 27 of SFAS 141 requires that such
    consideration paid be reflected as an adjustment to the cost of the acquired
    company.

    We believe that the price adjustment based on the subsequent resale value
    is analogous to an adjustment based on earnings. The formula was designed to
    resolve an uncertainty regarding value at the acquisition date - not to
    reward us for holding M&W for a month. Accordingly, we concluded that the
    price adjustment should be reflected as an adjustment to the cost of the
    Demedis Group. We do not believe it would be appropriate to isolate the
    receipt of the $32.4 million from the original purchase and put of M&W,
    thereby creating income statement activity, from an arrangement to
    accommodate the seller's request that M&W not be carved-out from the Demedis
    Group prior to consummating the acquisition.

______________________________

(1) FASB Statement 141, Business Combinations, paragraph 25.


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3.  With reference to our Form 10-K disclosure that in connection with our
    pending acquisition of the Demedis Group's business in Austria, we have
    prepaid to the seller EUR 11.0 million and if we fail to obtain regulatory
    approval for this acquisition, we may incur a shortfall between the EUR 11.0
    million we prepaid and the amount that will be returned to us, you requested
    that we provide the specific conditions under which we would not be refunded
    the entire EUR 11.0 million.

    We would not have been refunded the entire EUR 11.0 million to the extent
    that, if the regulatory authority disapproved of our purchase of the
    Austrian business, the business were sold to another third party, as
    required by the purchase agreement, and the net sale proceeds were less than
    EUR 11.0 million.

    With respect to your request that we inform you of our basis in GAAP for
    accounting for any such shortfall as an addition to goodwill of the Demedis
    Group, we believe the GAAP basis is the same basis for treating the $32.4
    million of net sale proceeds of the M&W business as a purchase price
    adjustment described in #2 above.

    It is important to note that in April 2005 the regulatory authorities
    approved our acquisition of the Austrian business, as disclosed in all of
    our 2005 Form 10-Qs. Such approval was contingent upon our divesting, at
    closing, a portion of the Austrian business, not using certain trade names,
    as well as other restrictions. Upon closing this transaction, this EUR 11.0
    million, less approximately EUR 1.0 million received in exchange for the
    divested portion of the business, was reclassified to the respective assets
    and liabilities acquired based on fair value.

4.  With respect to your request that we inform you how we are accounting for
    the embedded conversion feature present in our convertible debt and
    specifically whether we have bifurcated the embedded conversion feature from
    the host contract and accounted for it as a mark-to-market derivative
    liability under SFAS 133, we have not bifurcated the embedded conversion
    feature from the host contract and have not accounted for it separately as a
    mark-to-market derivative liability.

    With respect to your comment that, based on your understanding of the terms
    of the convertible debt, it appears that the embedded conversion feature
    meets the three criteria in paragraph 12 of SFAS 133 for bifurcation from
    the host contract, we do not concur with your assessment.

    We believe the conversion feature meets the scope exception characteristics
    of SFAS 133 Par. 11(a) which specifies that if the embedded option is
    indexed to our stock and would be classified in stockholders' equity, then
    the conversion feature would not be considered a derivative instrument under
    SFAS 133.  As you mention in your letter, EITF 01-6 and 00-19 provide
    further guidance on the application of this exception.

    EITF 01-6 clarifies that the contingency provisions of the conversion rights
    are considered indexed to a company's common stock provided that (1) the
    contingency provisions are not based on (a) an observable market, other than
    the market for the issuer's stock (if applicable), or (b) an observable
    index, other than those calculated or measured solely by reference to the
    issuer's own operations (for example, sales revenue of the issuer, EBITDA
    [earnings before interest, taxes, depreciation, and amortization] of the
    issuer, net income of the issuer, or total equity of the issuer), and (2)
    once the contingent events have occurred, the instrument's settlement amount
    is based solely on the issuer's stock.



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    We believe that each contingency provision should be evaluated separately
    under SFAS 133.  Our convertible Notes are convertible if any of the
    following contingency provisions are met:

    1. during any fiscal quarter, if the closing price of our common stock for
       a period of at least 20 trading days in the period of 30 consecutive
       trading days ending on the last trading day of the preceding fiscal
       quarter is more than 130% of the conversion price on that 30th trading
       day;

    2. during the five business-day period following any 10 consecutive
       trading-day period in which the average of the trading prices of the
       Notes, as determined following a request from a holder to make a
       determination, for that 10 trading-day period was less than 98% of the
       average conversion value for the Notes during that period ("parity
       clause");

    3. if the Notes have been called for redemption; or

    4. upon the occurrence of specified corporate transactions (e.g. change of
       control or distribution of rights to all shareholders to obtain our
       common stock at a discount);

    The first contingency provision is clearly based on the market for our
    common stock.

    The second contingency provision is based on the trading value of our Notes
    as it compares to the average conversion value for the Notes. This
    contingency provision is based on our common stock to the same degree that
    all conversion rights are based on the price of an issuer's underlying
    common stock. In deciding whether to convert, holders typically base their
    decisions on the value of the common stock compared to the value of the
    future interest and principal payments that would be foregone if converted.
    When the parity clause is triggered, the conversion right ceases to be
    contingent on achieving a target stock price and essentially becomes a
    conventional conversion right. Both a conventional conversion right and
    conversion right contingent on a target stock price qualify for the SFAS 133
    paragraph 11(a) exception.

    The third and fourth contingency provisions are not based on any observable
    market or observable index, but only occur upon a contingent event.

    Once any of the contingency provisions occur, the settlement amount is based
    solely on the value of the stock regardless of whether payment is in the
    form of cash or a combination of cash with stock. Based on this analysis we
    believe that the conversion rights are indexed to our common stock.

    To further assess whether the conversion feature would be classified as
    stockholders' equity if it were freestanding, EITF 00-19 was considered.
    Because the holder of the Notes may not receive the entire proceeds in a
    fixed number of shares or the equivalent amount in cash (since we must
    settle the principal in cash and any premium in stock), the Notes are
    considered "non-conventional" and thus do not qualify for the scope
    exception in paragraph 4 of EITF 00-19. Therefore, EITF 00-19 paragraphs 12
    through 32 were considered.



                                       4



    We believe we meet all of the criteria in paragraphs 12 through 32 of EITF
    00-19 (summarized below) and that the embedded conversion feature would be
    classified as equity if free-standing:

        *  Any provisions that could require net-cash settlement cannot be
           accounted for as equity - We meet this requirement. Our Notes (the
           "contract") do not include any provision that could require net-cash
           settlement of the conversion feature;

        *  The contract permits the Company to settle in unregistered shares -
           We meet this requirement;

        *  The Company has sufficient authorized and unissued shares available
           to settle the contract after considering all other commitments that
           may require the issuance of stock during the maximum period the
           derivative contract could remain outstanding - We meet this
           requirement. With respect to your reference to "the potentially
           infinite number of shares which could be required in order to settle
           the conversion with the holder" it is important to note that the
           maximum number of shares potentially issuable upon settlement of the
           Notes is not infinite but is equal to the number of shares that would
           be issuable under conventional convertible debt, less the amount
           required to be settled in cash (i.e. the principal amount of our
           Notes). The number of shares we would issue is 5,179,110 (calculated
           as the par value of $240 million divided by the conversion price of
           $46.34 per share), less an amount of shares equal to the par value
           divided by the then stock price. We are required to settle to the
           same value as under a conventional convertible debt, except through a
           combination of cash and shares. Therefore, the number of shares
           issued upon settlement will always be lower than that under a
           conventional convertible structure. In other words, as our stock
           price increases above the conversion price, thereby increasing the
           premium amount to be settled in stock, the settlement amount of each
           share also increases, thus limiting the number of shares issuable;

        *  The contract contains an explicit limit on the number of shares to be
           delivered in a share settlement - We meet this requirement. Refer to
           point above regarding quantification of the maximum number of
           issuable shares;

        *  There are no required cash payments to the counterparty in the event
           the company fails to make timely filings with the SEC - We meet this
           requirement. Our contract does not require net-cash settlement in the
           event we do not make timely SEC filings with respect to the
           underlying shares to be used upon settlement. With respect to your
           reference to "the additional interest/liquidated damages that we must
           pay in the event of a registration default event", such damages refer
           to registration of the Notes and not the underlying shares with which
           we plan to settle;

        *  There are no required cash payments to the counterparty if the shares
           initially delivered upon settlement are subsequently sold by the
           counterparty and the sales proceeds are insufficient to provide the
           counterparty with full return of the amount due (that is, there are
           no cash settled "top-off" or "make-whole" provisions) - We meet this
           requirement;

        *  The contract requires net-cash settlement only in specific
           circumstances in which holders of shares underlying the contract also
           would receive cash in exchange for


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           their shares - We meet this requirement. Net-cash settlement is not
           permissible under our contract;

        *  There are no provisions in the contract that indicate that the
           counterparty has rights that rank higher than those of a shareholder
           - We meet this requirement;

        *  There is no requirement in the contract to post collateral at any
           point or for any reason - We meet this requirement.

5.  With reference to our Form 10-K disclosure in Item 9A, you noted that our
    principal executive and financial officers concluded that our disclosure
    controls and procedures were effective, "to ensure that all material
    information required to be disclosed by us in reports that we file or submit
    under the Exchange Act is recorded, processed, summarized and reported as
    specified in the SEC's rules and forms". You requested that we revise
    future filings to also state, if true, whether the same officers concluded
    the controls and procedures were effective in "ensuring that information
    required to be disclosed by an issuer in the reports that it files or
    submits under the Act is accumulated and communicated to the issuer's
    management, including its principal executive and principal financial
    officers, or persons performing similar functions, as appropriate to allow
    timely decisions regarding required disclosure." We will revise future
    filings to include such language to the extent it is true.

    With respect to your request that we confirm to you that our conclusion
    regarding effectiveness would not change had such statements been included
    in our Form 10-K, we confirm that this is true.

6.  With reference to our Form 10-K disclosure in Item 9A, you requested that in
    future filings we revise our disclosure regarding changes in internal
    control over financial reporting to identify any changes, rather than only
    significant changes, in our internal control over financial reporting that
    have materially affected, or are reasonably likely to materially affect, our
    internal control over financial reporting. We will revise our disclosure in
    future filings to identify any such changes.

    With respect to your request that we confirm to you that there were no
    changes in internal control over financial reporting during the fourth
    fiscal quarter that materially affected, or are reasonably likely to
    materially affect, our internal control over financial reporting, we confirm
    that this is true.

7.  With reference to our Fiscal Quarter Ended March 26, 2005 Form 10-Q
    disclosure in Item 4, you requested that in future filings we remove all
    qualifying language from our disclosure regarding changes in internal
    control over financial reporting and state clearly whether or not there were
    any changes during the quarter. We will remove all qualifying language
    (i.e., the phrase "other than that referred to below") in future filings.

With respect to your request that we provide a statement acknowledging the
below, we hereby acknowledge that:

*  the company is responsible for the adequacy and accuracy of the disclosure in
   the filing;

*  staff comments or changes to disclosure in response to staff comments do not
   foreclose the Commission from taking any action with respect to the filing;
   and



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 *  the company may not assert staff comments as a defense in any proceeding
    initiated by the Commission or any person under the federal securities laws
    of the United States.


If you have any questions or comments regarding this response, please contact me
at (631) 843-5500.


Very truly yours,


/s/ Steven Paladino
- --------------------
Steven Paladino
Executive Vice President,
Chief Financial Officer and Director


cc:  Sarah Goldberg
     George F. Ohsiek, Jr.
     Lawrence Shapiro (BDO Seidman, LLP)







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