8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report:  June 3, 2004

CANTEL MEDICAL CORP.

(Exact name of registrant as specified in its Charter)

Delaware	001-31337	22-1760285
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Identification Number)
150 Clove Road, Little Falls, New Jersey		07424
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (973) 890-7220
(Former name or former address, if changed since last report)

Item 12.  Results of Operations and Financial Condition

On June 3, 2004, the Registrant issued a press release announcing its results of operations for the quarter ended April 30, 2004.  A copy of the press release is included with this Report as Exhibit 99(l).

Item 7.  Financial Statements, Pro-Forma Financial Information and Exhibits

(c) Exhibit 99(l).  Press release of Cantel Medical Corp. dated June 3, 2004.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CANTEL MEDICAL CORP.
	By:	/s/ James P. Reilly
	James P. Reilly,
	President and Chief Executive Officer
Dated:  June 4, 2004

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EX-99.1

Exhibit 99 (1)

CANTEL MEDICAL CORP.
150 Clove Road
Little Falls, New Jersey  07424

FOR IMMEDIATE RELEASE

Contact: James P. Reilly
President and CEO
Cantel Medical Corp.
Phone: 973-890-7220 Richard E. Moyer
Cameron Associates, Inc.
richard@cameronassoc.com
Phone: 212-554-5466

CANTEL MEDICAL REPORTS NET INCOME UP 39%
ON 43% INCREASE IN NET SALES
FOR QUARTER ENDED APRIL 30, 2004

EPS  -   $0.30 VS. $0.23 FOR QUARTER
$0.74 VS. $0.60 FOR NINE MONTHS

LITTLE FALLS, New Jersey (June 3, 2004) ... CANTEL MEDICAL CORP. (NYSE:CMN) reported net income of $3,094,000, an increase of 39%, or $0.30 per diluted share, on sales of $46,898,000, an increase of 43%, for its third quarter ended April 30, 2004, as compared with net income of $2,223,000, or $0.23 per diluted share, on sales of $32,848,000 for the quarter ended April 30, 2003.  Of the 43% increase in net sales, 24% of the increase was from the company’s core businesses and 19% was from the water treatment acquisitions.

For the nine months ended April 30, 2004, the Company reported net income of $7,462,000, an increase of 27%, or $0.74 per diluted share, on sales of $124,843,000, an increase of 31%, as compared with net income of $5,872,000, or $0.60 per diluted share, on sales of $95,648,000 for the nine months ended April 30, 2003.  Of the 31% increase in net sales, 14% was from the company’s core businesses and 17% was from the water treatment acquisitions.

The Company further reported that its balance sheet at April 30, 2004 showed current assets of $70,334,000, including cash of $14,700,000, a current ratio of 2.85:1, a ratio of funded debt to equity of ..28:1 and stockholders’ equity of $80,999,000.

James P. Reilly, President and Chief Executive Officer of CANTEL, commented, “Increased revenues in all of our business segments contributed to the outstanding results in our third quarter.”  Reilly added, “Based upon the strong results for the first nine months and the contribution from the recently acquired water treatment and specialty packaging businesses we expect a strong finish to fiscal 2004 and improved operating results in fiscal 2005.”

Cantel Medical Corp., a healthcare company, is a leading provider of infection prevention and control products, specialized medical device reprocessing systems for renal dialysis and endoscopy, water treatment systems, sterilants, diagnostic imaging and therapeutic medical equipment primarily focused on endoscopy, hollow fiber membrane filtration and separation technologies for medical and non-medical applications, specialized packaging for infectious and biological specimens, and scientific instrumentation.  The Company also provides technical maintenance services for its products.

The Company will hold a conference call to discuss the results for the third quarter ended April 30, 2004 and the recently completed acquisition of SAF-T-PAK, a niche company providing products and training services for the safe transportation of infectious and biological specimens such as human and animal blood, tissue samples, vaccines, etc., on Thursday, June 3, 2004 at 11:00 AM Eastern time.  To participate in the conference call, dial 1-877-407-8035 approximately 5 to 10 minutes before the beginning of the call.  If you are unable to participate, a digital replay of the call will be available from Thursday, June 3 at 2:00 PM through midnight on June 4, by dialing 1-877-660-6853 and using passcode #1628 and conference ID #107243.  The call will be simultaneously broadcast live over the Internet on vcall.com at http://www.vcall.com/CEPage.asp?ID=88329.  A replay of the webcast will be available on Vcall for 30 days.

For further information, visit the Cantel Web site at www.cantelmedical.com.

This press release contains forward-looking statements.  All forward-looking statements involve risks and uncertainties, including, without limitation, the risks detailed in the Company’s filings and reports with the Securities and Exchange Commission.  Such statements are only predictions, and actual events or results may differ materially from those projected.

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CANTEL MEDICAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Three Months Ended April 30,				Nine Months Ended April 30,
	2004		2003		2004		2003
Net sales	$	46,898	$	32,848	$	124,843	$	95,648
Cost of sales	29,646		20,454		79,299		59,940
Gross profit	17,252		12,394		45,544		35,708
Operating expenses:
Selling	5,316		4,392		15,017		12,648
General and administrative	5,402		3,259		13,976		9,556
Research and development	1,100		914		3,273		3,184
Total operating expenses	11,818		8,565		32,266		25,388
Income before interest and income taxes	5,434		3,829		13,278		10,320
Interest expense - net	374		298		1,205		1,061
Income before income taxes	5,060		3,531		12,073		9,259
Income taxes	1,966		1,308		4,611		3,387
Net income	$	3,094	$	2,223	$	7,462	$	5,872
Earnings per common share - diluted	$	0.30	$	0.23	$	0.74	$	0.60
Weighted average shares - diluted	10,215		9,835		10,053		9,834

CANTEL MEDICAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	April 30, 2004		July 31, 2003
Assets
Current assets	$	70,334	$	61,930
Property and equipment, net	22,854		22,161
Intangible assets	10,251		6,998
Goodwill	27,959		16,398
Other assets	2,441		2,323
	$	133,839	$	109,810
Liabilities and stockholders’ equity
Current liabilities	$	24,703	$	18,287
Long-term liabilities	28,137		21,341
Stockholders’ equity	80,999		70,182
	$	133,839	$	109,810