SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PICKRELL FLOYD W

(Last)

(First)

(Middle)

1717 WEST COLLINS AVENUE

(Street)

ORANGE

92867

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYBRON DENTAL SPECIALTIES INC [ SYD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2004	05/26/2004	M		20,000	A	$13.8765	127,768	D
Common Stock	05/25/2004	05/26/2004	S⁽¹⁾		17,900	D	$28	109,868	D
Common Stock	05/25/2004	05/26/2004	S		1,200	D	$28.01	108,668	D
Common Stock	05/25/2004	05/26/2004	S		500	D	$28.02	108,168	D
Common Stock	05/25/2004	05/26/2004	S		300	D	$28.03	107,868	D
Common Stock	05/25/2004	05/26/2004	S		100	D	$29.05	107,768	D
Common Stock								20,000	I	Floyd W. Pickrell Jr. & Yvette Diuri Pickrell Trustees of the Pickrell Rev. Lvg. Trust
Common Stock								884⁽²⁾	I	401(k)
Common Stock								1,200	I	Floyd W. Pickrell Jr. & Yvette Diuri Pickrell Trustees of the Allison Pickrell Irrev. Trust
Common Stock								150	I	Floyd W. Pickrell Jr. & Yvette Diuri Pickrell Trustees of the Melanie Pickrell Irrev. Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$13.8765	05/25/2004	05/26/2004	M			20,000	⁽³⁾	04/27/2008	Common Stock	20,000	$0	800,499	D
Employee Stock Option (right to buy)	$15.4375							⁽⁴⁾	12/14/2010	Common Stock	496,278		496,278	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 28, 2004.

2. Includes any shares of common stock acquired under the 401(k) plan in transactions exempt from Section 16(b) pursuant to Rule 16b-3(c) since the date as of which information was given in the reporting person's most recent previous report. The number of shares in the plan attributable to any one participant varies with the price of the common stock. The information in this report is based on a plan statement dated as of March 31, 2004.

3. This option vested in four equal annual installments beginning on 04/27/99.

4. This option vests in four equal annual installments beginning on 12/14/01.

Remarks:

	Gisella Brett Attorney-in-Fact	05/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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