8-K

UNITED STATESSECURITIES 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

August 8, 2008
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 Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2 Vision Drive, Natick, MA	01760
(Address of Principal Executive Offices)	(Zip Code)

(508) 907-7800(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 2.02. Results of Operations and Financial Condition.

On August 8, 2008, National Dentex Corporation issued a press release announcing its results of operations for the second fiscal quarter ended June 30, 2008.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  

The information under Item 2.02 of this Form 8-K, including the exhibit, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01     Financial Statements and Exhibits

(d)  Exhibits

99.1 Press release of National Dentex Corporation, dated August 8, 2008.

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 8, 2008	By:	/s/ Richard F. Becker, Jr.
	Richard F. Becker, Jr.
	Executive Vice President and Treasurer

Exhibit Index

99.1         Press release of National Dentex Corporation, dated August 8, 2008.

EX-99.1

Exhibit 99.1

National Dentex Corporation Announces Sales and Earnings for the Second Quarter 2008

NATICK, Mass.--(BUSINESS WIRE)--National Dentex Corporation (NASDAQ: NADX), one of the largest owner/operators of dental laboratories in the United States, today announced sales and earnings for the six months and second quarter ended June 30, 2008. Sales for the quarter totaled $44,580,000 compared with $44,434,000 a year earlier. Net income for the quarter was $1,937,000 or $.34 per share on a diluted basis compared to $2,417,000 or $.43 per share on a diluted basis in 2007.

For the six months ended June 30, 2008, sales were $88,108,000 compared to $87,777,000 for the same period in 2007. Net income was $3,618,000 or $.64 per share on a diluted basis compared to $4,661,000 or $.82 per share on a diluted basis in the year-ago period.

David Brown, President and CEO stated: “The laboratory segment of the dental industry continues to struggle with uncertain economic conditions. This reduced consumer confidence has caused many patients to defer discretionary dental care. In addition to this marketplace uncertainty, our production and delivery costs have continued to increase. Adding to these pressures, certain of our dentist clients are evaluating technological advances and various offshoring alternatives, all of which are changing their product needs and service expectations. As a result of these factors, we have experienced a slowdown in internal growth and profitability. We continue to scrutinize our cost structure to determine necessary changes to combat these issues which we believe are contributing to this temporary slowdown in earnings.”

About National Dentex

National Dentex Corporation serves an active customer base of over 24,000 dentists through 47 dental laboratories located in 31 states and one Canadian province. 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 sales revenues, profitability, acquisition activity, marketplace competitiveness, technology innovations and benefits, strategic initiatives 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 forward-looking 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 results and acquisition activity include the timing, duration and effects of adverse changes in overall economic conditions and other developments that directly or indirectly affect consumer decisions as to whether and when to have dental procedures performed; National Dentex’s ability to acquire new laboratories on terms and conditions acceptable to it and its capacity to integrate and successfully operate previously acquired 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; competition from other dental laboratories, including increased competition from dental laboratories located in foreign countries with lower labor and benefit costs, such as China; National Dentex’s ability to attract, retain and motivate qualified personnel; changes in the cost or availability of raw materials, particularly precious metals like gold, platinum and palladium; any impairment in the carrying value of goodwill or other acquired intangibles; compliance with evolving federal securities, accounting, and marketplace rules and regulations applicable to publicly-traded companies on the NASDAQ Global Market; and other risks indicated from time to time in National Dentex’s filings with the Securities and Exchange Commission, particularly under Item 1A, “Risk Factors” of National Dentex’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. National Dentex assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

National Dentex Corporation Earnings Results (Unaudited) (In Thousands, except per share data)
	Quarter Ended				Six Months Ended
	June 30,				June 30,
	2007		2008		2007		2008
Net Sales	$	44,434	$	44,580	$	87,777	$	88,108
Cost of Goods Sold		24,874		25,915		49,156		51,233
Gross Profit		19,560		18,665		38,621		36,875
Operating Expenses		14,686		14,804		29,226		29,624
Operating Income		4,874		3,861		9,395		7,251
Other Expense		223		210		398		369
Interest (Income) Expense		754		513		1,481		1,021
Income Before Tax		3,897		3,138		7,516		5,861
Income Taxes		1,480		1,201		2,855		2,243
Net Income	$	2,417	$	1,937	$	4,661	$	3,618
Weighted Average Shares Outstanding:
- Basic		5,536		5,630		5,523		5,608
- Diluted		5,666		5,652		5,654		5,637
Net Income per Share:
- Basic	$	0.44	$	0.34	$	0.84	$	0.65
- Diluted	$	0.43	$	0.34	$	0.82	$	0.64

National Dentex Corporation Selected Balance Sheet Data (Unaudited) (In thousands)
	December 31, 2007		June 30, 2008
Cash and Equivalents	$	1,689	$	2,028
Accounts Receivable – net		18,559		19,343
Current Assets		33,125		33,848
Current Liabilities		27,124		26,473
Working Capital		6,001		7,375
Total Assets		155,639		161,480
Long Term Obligations		37,323		39,559
Stockholders’ Equity	$	91,192	$	95,448

CONTACT:
National Dentex Corporation
Richard F. Becker, 508-907-7800
Executive Vice President, Treasurer