8-K

 _______________________________________________________________________________
                                  UNITED STATES
                       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

                                December 10, 2004
                (Date of Report (date of earliest event reported)


                           NATIONAL DENTEX CORPORATION
             (Exact name of registrant as specified in its charter)

                        Commission file number 000-23092


                MASSACHUSETTS                           04-2762050
               (State or Other                            (I.R.S.
               Jurisdiction of                           Employer
               Incorporation or                       Identification
                Organization)                              No.)


                526 Boston Post                            01778
              Road, Wayland, MA
            (Address of Principal                       (Zip Code)
              Executive Offices)

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



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

         |_| Written communications pursuant to Rule 425 under the Securities
             Act (17 CFR 230.425)

         |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
             (17 CFR 240.14a-12)

         |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
             Exchange Act (17 CFR 240.14d-2(b))

         |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
             Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On December 10, 2004, National Dentex Corporation issued a press release
announcing that its Board of Directors has declared a 3-for-2 stock split on its
common stock in the form of a stock dividend to be paid on December 31, 2005 to
stockholders of record as of the close of business on December 20, 2004.

A copy of the press release announcing the stock split is filed herewith as
Exhibit 99.1 and incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits

           (c) Exhibits

     99.1 Press release of National Dentex Corporation dated December 10, 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.

                      NATIONAL DENTEX CORPORATION
                      (Registrant)




December 10, 2004
                          /s/  Richard F. Becker, Jr.
                      By:.......................................................
                      Richard F. Becker, Jr.
                      Vice President, Treasurer and Chief Financial Officer

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                                  Exhibit Index


99.1     Press release of National Dentex Corporation dated December 10, 2004.

                                       4

EX-99.1

                                                                    Exhibit 99.1

National Dentex Corporation Announces 3-for-2 Stock Split

    WAYLAND, Mass.--(BUSINESS WIRE)--Dec. 10, 2004--National Dentex
Corporation (NASDAQ: NADX), one of the largest owner/operators of
dental laboratories in the United States, today announced that its
Board of Directors has declared a three-for-two (3-for-2) stock split
on its common stock in the form of a stock dividend. As a result of
the stock split, stockholders will receive one additional share of
common stock for each two shares held on the record date of December
20, 2004. The payment date will be December 31, 2004. National
Dentex's common stock will begin trading on the Nasdaq National Market
on a split-adjusted basis on January 3, 2005.
    The primary purpose of the stock split is to provide greater
liquidity and wider distribution for stockholders and to allow the
stock to be more accessible and attractive to a broader range of
investors. The stock split will increase the number of shares of
common stock outstanding from approximately 3.5 million shares to
approximately 5.25 million shares.
    In lieu of any fractional shares to which a holder of common stock
would otherwise be entitled as a result of the stock split, National
Dentex shall pay cash equal to such fraction multiplied by the average
of the high and low trading prices of the common stock on the Nasdaq
National Market during regular trading hours for the five trading days
immediately preceding December 31, 2004, which the Board of Directors
has determined to be equal to the fair market value of the common
stock on the payment date.
    In announcing the stock split, David L. Brown, President and CEO,
said: "National Dentex is pleased to announce its first-ever stock
split. We believe that the decision taken by our Board of Directors in
this regard will help to increase our profile with investors, increase
the liquidity of our common stock, and make it a more attractive
investment opportunity for a wider group of investors. We believe that
this will help better position us as we move into the new year."

    About National Dentex

    National Dentex Corporation serves an active customer base of over
20,000 dentists through dental laboratories located in 29 states.
National Dentex's dental laboratories provide a full range of
custom-made dental prosthetic appliances, including dentures, crowns
and fixed bridges, and other dental specialties.

    Safe Harbor Statement

    This press release contains forward-looking statements within the
meaning of the federal securities laws, including statements regarding
our future performance and opportunities, that are based on our
current expectations, beliefs, assumptions, estimates, forecasts and
projections about the industry and markets in which National Dentex
operates. The statements contained in this release are not guarantees
of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed in such
forward-looking statements. Important factors that may affect future
operating and financial results include the timing, duration and
effects of adverse changes in overall economic conditions, the
Company's ability to acquire and successfully operate additional
laboratories, governmental regulation of health care, trends in the
dental industry towards managed care, increases in labor, benefits and
material costs, product development risks, technological innovations,
and other risks indicated from time to time in the Company's filings
with the Securities and Exchange Commission.

    CONTACT: National Dentex Corporation
             Vice President, Treasurer & CFO
             Richard F. Becker, 508-358 - 4422