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)