8-K

 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  ____________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                                January 12, 1998
                Date of report (Date of earliest event reported)


                          Commission File No. 0-20572

                            PATTERSON DENTAL COMPANY
             (Exact name of registrant as specified in its charter)


         MINNESOTA                                    41-0886515
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

                           1031 Mendota Heights Road
                           St. Paul, Minnesota 55120
          (Address of principal executive offices, including zip code)


      Registrant's telephone number, including area code:  (612) 686-1600

 
ITEM 5.  OTHER EVENTS

          On January 12, 1998, the Board of Directors of the Company declared a
3 for 2 stock split (the "Stock Split") in the form of a 50% stock dividend
payable to shareholders of record on January 30, 1998.  No fractional shares
will be issued, but shareholders who would have been entitled to receive a
fractional share will receive a cash payment representing the value of such
fractional share based upon the closing price of a share of Common Stock on
January 30, 1998 as reported by The Nasdaq Stock Market.

          Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, the Company's Registration Statements on Form S-8 (File Nos. 33-56764
and 333-03583) are deemed to cover additional shares of Common Stock issued or
issuable thereunder as a result of the Stock Split.  Further, the Company's
Registration Statements on Form S-3 (File Nos. 333-19951 and 333-41199) are
deemed to cover additional shares of Common Stock issued or issuable to the
selling shareholders thereunder as a result of the Stock Split.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1   Press Release dated January 12, 1998 relating to 3 for 2 stock
               split in the form of dividend.

                                   SIGNATURE

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

Date:  January 12, 1998             PATTERSON DENTAL COMPANY


                                    By   /s/ Ronald E. Ezerski
                                         -------------------------------------
                                         Ronald E. Ezerski
                                         Executive Vice President, Treasurer,
                                         Secretary and Chief Financial Officer

 
                                 EXHIBIT INDEX


Exhibit 99.1  Press Release dated January 12, 1998 relating to 3 for 2 stock
              split in the form of dividend.

EX-99.1

                                                                  Exhibit 99.1
 
                 PATTERSON DENTAL ANNOUNCES 3-FOR-2 STOCK SPLIT
                          Reiterates Positive Outlook


ST. PAUL, MINNESOTA, JANUARY 12, 1998 - PATTERSON DENTAL COMPANY (NASDAQ:PDCO)
today announced that its board of directors has approved a 3-for-2 stock split,
to be effected in the form of a 50% stock dividend payable February 17, 1998, to
shareholders of record January 30, 1998.  The company will have approximately 33
million shares outstanding after the stock split.

"The board of directors shares management's confidence in Patterson's long-term
growth opportunity, which has been reflected in the strength of our earnings and
share valuation," commented Peter L. Frechette, president and chief executive
officer.  "While many institutional investors own shares of Patterson, it is our
goal to keep the round lot price of Patterson Dental stock within a comfortable
range for individual investors as well."

Frechette added that the company remains positive about the outlook for the
remainder of fiscal 1998 (ending April 25, 1998).  "For the first six months of
this year, we reported a 28 percent jump in net income on a 17 percent rise in
net revenue.  The gains reflected substantial contributions from the company's
Colwell operation, which was acquired in October 1996, as well as operating
margin improvement.  With the strong increase in Canadian sales following our
August, 1997 acquisition of Canadian Dental Supply Ltd., and other developments,
we believe we have a good chance of achieving strong sales and earnings gains
for fiscal 1998."

Patterson Dental Company is one of the largest distributors of dental products
in North America.  The Company supplies more than 75,000 products to dentists,
dental laboratories, institutions, physicians and other health care providers.
These products include x-ray film, impression and restorative materials, hand
instruments, sterilization products, front office forms and stationery as well
as capital equipment.  Patterson markets its products and services through more
than 800 direct sales representatives and equipment specialists in the United
States and Canada, and ships approximately 97 percent of its consumable goods
within 24 hours of receipt of order.

This news release contains certain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995, which may be identified by the
use of certain forward-looking terminology such as "may," "will," "expect,"
"anticipate," "estimate," "goal," or "continue," or comparable terminology that
involves risks and uncertainties, which may cause the company's actual results
in the future to differ materially from expected results.  These risks include,
among others: competition within the dental supply industry; changes in the
economics of dentistry, including reduced growth in expenditures by private
dental insurance plans and the effects of healthcare reform, which may affect
future per capita expenditures for dental services and the ability of dentists
to invest in or obtain reimbursement for the use of high-technology products;
the ability of the company to maintain satisfactory relationships with its sales
force; the effects of economic conditions; the successful integration of Canada
Dental Supply Ltd; unforeseen operation risks; risks associated with the
dependence on manufacturers of the company's products; and the availability of
capital to finance planned growth.  These risks are qualified in their entirety
by cautionary language set forth in the company's Form 10-K report filed July
25, 1997, and other documents filed with Securities and Exchange Commission.