8-K

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                                  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 27, 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. Employer
             Jurisdiction of                          Identification No.)
             Incorporation or
               Organization)


            526 Boston Post Road,                            01778
                 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 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers

On December 27, 2004, National Dentex Corporation issued a press release
announcing that Daniel A. Grady had submitted his resignation from its Board of
Directors, said resignation to be effective as of December 31, 2004.

A copy of the press release announcing Mr. Grady's resignation is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

     (c)  Exhibits

99.1  Press release of National Dentex Corporation dated December 27, 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)




December 27, 2004
                                                  By: /s/ Richard F. Becker, Jr.
                                                     ---------------------------
                                                  Richard F. Becker, Jr.
                                                  Vice President, Treasurer and
                                                  Chief Financial Officer



                                  Exhibit Index


99.1  Press release of National Dentex Corporation dated December 27, 2004.

EX-99.1

                                                                    Exhibit 99.1

         National Dentex Corporation Announces Resignation Of Director

     WAYLAND, Mass.--(BUSINESS WIRE)--Dec. 27, 2004--National Dentex Corporation
(NASDAQ: NADX), one of the largest owner/operators of dental laboratories in the
United States, today announced that Daniel A. Grady has submitted his
resignation from the Company's Board of Directors effective as of December 31,
2004.
     The Company explained that Mr. Grady felt his resignation was in everyone's
best interest due to the imposition of new independence criteria applicable to
PricewaterhouseCoopers LLP ("PwC") in its capacity as the Company's independent
auditors. In late 2003, Mr. Grady's son was named a partner in PwC's Hartford,
Connecticut office. Effective January 2005, Mr. Grady's son will be relocating
to PwC's Boston office. As a result of this relocation, PwC advised National
Dentex and Mr. Grady that, owing to various independence criteria applicable to
independent auditors and related corporate governance issues, it would not be
able to continue to serve as the Company's independent auditors if Mr. Grady
continued his service on National Dentex's Board of Directors beyond December
31, 2004. Not wanting to jeopardize the Company's existing relationship with
PwC, Mr. Grady informed the Company that he was submitting his resignation from
the Company's Board of Directors effective December 31, 2004.
     Commenting on today's announcement, David L. Brown, President and CEO,
said: "National Dentex salutes Mr. Grady's service to the Company and regrets
the necessity of this decision. The imposition of a variety of new rules and a
change in some factual circumstances has produced the unfortunate result of us
losing the services of a hard-working and extremely capable director."

     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, opportunities, and expected courses of action, 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
              Richard F. Becker, 508-358-4422
              Vice President, Treasurer & CFO