10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A*

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

For the Quarter Ended June 30, 2004

Commission file number 000-23092

NATIONAL DENTEX CORPORATION

(Exact name of registrant as specified in its charter)

MASSACHUSETTS	04-2762050
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
526 Boston Post Road, Wayland, MA	01778
(Address of Principal Executive Offices)	(Zip Code)

(508) 358 - 4422
(Registrant’s Telephone No., including Area Code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes |X|     No |_|

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes |X|     No |_|

     As of August 16, 2004, 3,462,721 shares of the registrant’s Common Stock, par value $.01 per share, were outstanding.

           * Amendment to Part II, Item 6, Exhibits and Reports on Form 8-K, as set forth herein.

Explanatory Note

        The Company is filing this report on Form 10-Q/A as Amendment No. 1 to the Company’s Form 10-Q, originally filed on August 9, 2004 for the quarterly period ended June 30, 2004 (the “Original Form 10-Q”), for the purpose of filing Exhibit 32.1 (Certification Pursuant to 18 U.S.C. Section 1350) of David L. Brown, the Company’s Chief Executive Officer. Exhibit 32.1 was inadvertently omitted in the Original Form 10-Q due to a technical error when the Company’s third-party service provider electronically transmitted the Original Form 10-Q to the SEC via the Edgar system.

        In accordance with the rules of the SEC, the full text of the affected Item 6 of Part II is included in this amendment and the certifications mandated under the Sarbanes-Oxley Act of 2002, including Exhbit 32.1, are hereby submitted as of the date hereof.

        With the exception of the foregoing, no other information in the Quarterly Report in the Original Form 10-Q has been supplemented, updated or amended.

Item 6. Exhibits and Reports on Form 8-K:

         (a) Exhibits

    The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Quarterly Report of Form 10-Q

         (b) Reports on Form 8-K

    On April 28, 2004, we furnished a Current Report on Form 8-K under Item 7 and Item 9, containing a press release announcing our financial results for the fiscal quarter ended March 31, 2004.

    On July 7, 2004, we furnished a Current Report on Form 8-K under Item 9, containing the loan agreement documenting the Company’s new credit facility with Fleet National Bank.

    On July 29, 2004, we furnished a Current Report on Form 8-K under Item 12, containing a press release announcing our financial results for the fiscal quarter ended June 30, 2004.

    On August 9, 2004, we furnished a Current Report on Form 8-K under Item 12 containing a correction to the press release we furnished on July 29, 2004.

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.

	NATIONAL DENTEX CORPORATION
	Registrant
August 17, 2004	By:	/s/  DAVID L. BROWN
	David L. Brown
	President, CEO and Director
	(Principal Executive Officer)
August 17, 2004	By:	/s/  RICHARD F. BECKER, JR.
	Richard F. Becker, Jr.
	Vice President, Treasurer and Chief Financial Officer
	(Principal Financial Officer)

Exhibit Index

Exhibit No.	Description
31.1	Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act (Chief Executive Officer).
31.2	Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act (Chief Financial Officer).
32.1	Certification pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer)
32.2	Certification pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION

I, David L. Brown, President, Chief Executive Officer and Director, certify that:

1.	I have reviewed this report on Form 10-Q/A of National Dentex Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:.
	a)	Designed such disclosure controls and procedures,  or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	[Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986]
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ David L. Brown

David L. Brown

President, Chief Executive Officer and Director

August 17, 2004

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Richard F. Becker, Jr., Vice President, Treasurer and Chief Financial Officer, certify that:

1.	I have reviewed this report on Form 10-Q/A of National Dentex Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures,  or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	[Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986]
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Richard F. Becker, Jr.

Richard F. Becker, Jr.

Vice President, Treasurer and Chief Financial Officer

August 17, 2004

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350

          In connection with the Quarterly Report of National Dentex Corporation (the “Company”) on Form 10-Q/A for the quarter ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David L. Brown, President, Chief Executive Officer, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By: /s/ David L. Brown

David L. Brown

President, Chief Executive Officer and Director

August 17, 2004

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350

          In connection with the Quarterly Report of National Dentex Corporation (the “Company”) on Form 10-Q/A for the quarter ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard F. Becker, Jr., Chief Financial Officer, Vice President of Finance and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By: /s/ Richard F. Becker,  Jr.

Richard F. Becker, Jr.

Vice President, Treasurer and Chief Financial Officer

August 17, 2004