WASHINGTON, D.C. 20549


                                CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                        Date of Report October 27, 2004
                       (Date of earliest event reported)

                          DENTSPLY INTERNATIONAL INC
                (Exact name of Company as specified in charter)

                      Delaware          0-16211       39-1434669
              (State of Incorporation) (Commission   (IRS Employer
                                       File Number) Identification No.)

            221 West Philadelphia Street, York, Pennsylvania     17405
                  (Address of principal executive offices)    (Zip Code)

                                (717) 845-7511
               (Company's telephone number including area code)

Item 2.02. - Results of Operations and Financial Condition.

   The following information is furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition."

   On October 27, 2004, the Company conducted a conference call to discuss the
sales and earnings release for the third quarter of 2004 that was issued on
October 26, 2004 and to answer any questions raised by the call's audience.
The transcript of this conference call is attached hereto as Exhibit 99.1 and
is hereby incorporated by reference.

Item 9.01. - Financial Statements and Exhibits

(a)  Financial Statements - Not applicable.

(b)  Exhibits:

     99.1 Transcript of the Company's conference call which it conducted on
          October 27, 2004 related to the third quarter 2004 sales and earnings
          release issued October 26, 2004 as referenced in Item 2.02.


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          DENTSPLY INTERNATIONAL INC

                                          /s/ Bret W. Wise
                                              Bret W. Wise
                                              Senior Vice President and
                                              Chief Financial Officer

Date: November 1, 2004


                      Moderator: Gary Kunkle
                         October 27, 2004
                            7:30 am CT

Operator:    Good morning. My name is Melanie and I will be your
             conference facilitator. At this time, I would like to
             welcome everyone to the Dentsply International Third
             Quarter 2004 Earnings Release Conference Call. All
             lines have been placed on mute to prevent any
             background noise.

             After the speaker's remarks, there will be a question
             and answer period. If you would like to ask a
             question during this time, simply press star then the
             number 1 on your telephone keypad. If you would like
             to withdraw your question, press the pound key.

             At this time I would like to introduce Mr. Kunkle,
             Vice Chairman and Chief Executive Officer. Thank you
             Mr. Kunkle. You may begin your conference.

Gary Kunkle: Thank you Melanie and good morning and thank you all
             for joining the Dentsply International Third Quarter
             2004 Conference Call. My name is Gary Kunkle and I am
             the Vice Chairman and Chief Executive Officer. Also
             with me today are Tom Whiting, our President and
             Chief Operating Officer, and Bret Wise, Senior Vice
             President and Chief Financial Officer.

             I'll begin today's call with some comments regarding
             our third quarter and our year to date results. I'll
             make some additional comments to update you on the
             activities that are taking place with our business,
             and conclude with some remarks regarding our outlook
             for the balance of the year.

             Bret will then go through a more detailed review of
             the P&L and the balance sheet and finally, all of us
             will be pleased to answer any questions that you may

             Before we begin, it's important to note that this
             conference call may include forward-looking
             statements involving risks and uncertainties. These
             should be considered in conjunction with the risk
             factors and uncertainties described in the company's
             most recent annual report on Form 10-K. This
             conference, in its entirety, will be part of an 8-K
             filing and will be available on our Web site.

             As you probably know, we released our announcement of
             our third quarter results after the markets closed
             yesterday, and we're very pleased to report excellent
             quarterly earnings. Our reported sales during the
             third quarter were $390.6 million. This represented
             an increase of 4% compared to the third quarter of
             2003. If you exclude the precious metal content, the
             increase was 5.1% for the quarter.

             The 5.1% gain for the quarter broke out as follows:
             base business was 1.7%, exchange was 3.4% and there
             was really no impact from acquisitions or

             The geographic base business growth, ex precious
             metals was as follows: the United States was 1.6%,
             Europe was .4%, Asia was 16%, Latin America was a
             minus 2.1%, and the rest of the world was 4%.

             Given the low internal growth in our two largest
             markets, the United States and Europe, I'll spend
             additional time as I review these markets talking
             about the contributing factors to the slower growth
             and what impact, if any, these factors will have
             going forward.

             Specifically talking about the United States - as I
             mentioned earlier, the internal growth for the U.S.
             was 1.6%. This slower growth was primarily affected
             by two issues: negative growth in the southeastern
             United States during the months of August and
             September; and negative growth for the anesthetic
             category for the entire quarter.

             As with many companies in the U.S., we were adversely
             affected by the impact of the multiple hurricanes
             that the southeastern United States experienced
             during the quarter. We estimate the impacted area to
             be approximately 16% to 18% of our U.S. sales. As we
             went into August and looking at our direct
             businesses, they were running ahead of 2003 in the
             mid to high single digits in the Southeast. During
             August and September, those sales were below the same
             period in 2003 by a negative 4% to 5%.

             With respect to our distributor based products - as
             you know, our distributors report the sales that they
             make of our products to us each month. In going into
             August, those reported sales for those products in
             the Southeast were ahead of last year by
             approximately 5%, and during the months of August and
             September, dealers reported a decline in those
             products of approximately minus 7%.

             With respect to anesthetics, this segment of our
             business was down by 24% in the United States in the
             third quarter compared to the third quarter of '03.
             In that quarter, the third quarter of '03, we shipped
             approximately $1.5 million of Polocaine 2%, which is
             one of our anesthetic formulations.

             And while this amount is not significant as a percent
             of our total business, it does represent over one
             year's sales for this particular product. This event
             was a result of a sizable backorder of this product
             going into the quarter while we were awaiting FDA
             approval of a change in suppliers of one of its
             active ingredients. This accounted for most of the
             negative comparison in the category.

             The other contributing factor was a competing
             anesthetic product. Dentsply Pharmaceutical, along
             with all other anesthetic suppliers in the United
             States, has been impacted by the introduction of an
             Articaine formulation into the U.S. market by
             Septodont, which is a global competitor in the
             anesthetic sector. This formulation was introduced a
             few years ago in the U.S. and has since gained
             approximately 30% market share of the U.S. market.

             This is not a new formulation. However, it is new to
             the U.S. market. Its current market share in the U.S.
             is consistent with its share in other markets around
             the world. And the more recent market share data
             suggest, from a consecutive quarter basis, that we
             have now stabilized our share in the U.S.

             Today, we sell an Articaine formulation in many
             countries in Europe, and we also sell it in Canada.
             We're currently in the process of following the
             necessary protocol to introduce such a formula in the
             U.S. Our expectation is that we'll have a competing
             product available for market in 2006.

             Going to Europe, our internal growth for Europe in
             the third quarter was .4%. The primary deterrent to a
             more robust growth rate in Europe was Germany. Each
             state in Germany establishes a budget for dental
             reimbursement for the year. If the budget is
             exhausted during the calendar year, the reimbursement
             to the dentist drops by 50% to 60% for any submission
             made during the balance of the year after this budget
             has been exhausted.

             While this historically has not been a problem,
             several states began running over budget in the third
             quarter and thus began reducing dental reimbursement
             to dentists in their respective states. Such a
             reduction encourages dentists to postpone certain
             procedures until the budget is reinstated and they
             can receive the full reimbursement. In this
             particular case, that, of course, would be 2005.

             While this problem is not prevalent in all states, it
             is in many of the major states. This was
             unanticipated by most - obviously, unanticipated by
             us. However, in hindsight, it was probably triggered
             by the high volume of procedures that were performed
             during the first quarter.

             As you may recall, many patients scheduled procedures
             during the fourth quarter of 2003 to be done during
             the first quarter of 2004. This allowed them to be
             reimbursed according to the 2003 reimbursement
             formula as long as the procedure was scheduled before
             January 1, 2004.

             To put this in perspective as to how this impacts
             Europe overall, Germany represents approximately 50%
             to 55% of our European business, and Germany was
             negative for the quarter by minus 3.6%. Of course,
             this means that the balance of Europe was performing
             well and was about plus 4.5% above the previous year,
             which is compared to a normal market growth of 3.5%.

             On a more positive note, Germany has finalized its
             dental reimbursement for 2005. Effective January 1,
             2005, fixed reimbursement for prosthetic work will
             replace the traditional percentage of procedure paid
             formula. In making this change, a patient will now be
             able to apply that reimbursement towards any
             prosthetic procedure. This would include ceramic
             bridges and dental implants, two areas that did not
             receive any reimbursement under the percentage
             reimbursement scheme.

             Effective July 1, 2005, prosthetic work will be
             reimbursed under a separate insurance program. This
             program will be funded by a mandatory salary
             deduction of .4% of salary, and will be designated
             for prosthetic work only. Also, while each state will
             have to forecast their reimbursement expenditures for
             planning purposes, there will be no budget that
             functions as it does today.

             In other words, there will be no time which the
             reimbursement will drop as a result of reaching
             certain spending levels. We view this change as very
             positive by providing reimbursement for both Cercon
             based products and dental implants, which are not
             reimbursed under the current plan.

             Moving to Asia, our Asia business continued to do
             well with a 16% internal growth for the quarter. This
             represents the third consecutive quarter of double
             digit growth implying a return of historical growth
             rates into this region. The market growth is
             estimated to be 9% for dental products, and we're
             obviously pleased with the growth trends. Exceptional
             sales were realized in Korea, China and Hong Kong.

             As we look at Latin America, our Latin American
             businesses continue to be influenced by the economic
             uncertainties of the region. This is highlighted by a
             negative performance in Mexico versus 2003 and a flat
             performance in Brazil. Having said that, in spite of
             these depressed business conditions, we're confident
             that we're outperforming the market in these key
             regions in Latin America.

             Looking at the balance of the world, we had internal
             growth of 4%. This was really led by strong
             performances in the Middle East and Australia.

             Just some other items of interest - commenting on the
             anesthetic plant in Chicago, the media bills and the
             stability batches needed for the plant start up to
             supply Australia and the UK markets have been
             successfully completed. MHRA, which is the health
             authority for Australia and the UK, is scheduled for
             an inspection the week of November 8. Assuming a
             successful inspection, we're on schedule for
             production and shipments to these markets. Also,
             Canada and the U.S. stability batches have been run
             and progress continues to support Japanese
             manufacturing site transfer in early 2006.

             Oraqix - as we previously announced - Oraqix, our new
             non-injectable anesthetic for scaling and root
             planning will be launched this quarter in the United
             States. We have signed an exclusive distribution
             agreement with OraPharma, which is a division of
             Johnson & Johnson, and they will handle the sale of
             Oraqix in the U.S. for us.

             OraPharma is a well-established dental pharmaceutical
             company. Their targeted customer base is identical to
             that of the potential Oraqix users. They have over
             100 sales representatives and a very limited product
             line; in fact, many would say they have a one product
             line with Arestin, which coincidentally is an
             antibiotic product for periodontal disease. They are
             just an ideal partner for us and we look forward to
             working with them towards the successful
             commercialization of Oraqix.

             We expect that they'll be beginning their sales
             activities later this month. We also anticipate a
             product launch in Sweden in the late fourth quarter
             or early '05, and expanding the product throughout
             Europe as additional country approvals are granted.

             Just some comments on new products - year to date
             we've introduced 18 new products in virtually every
             category. During the third quarter we introduced five
             products, including a new Cercon based shade,
             primarily targeted for the U.S. Additional products
             were launched in lab, orthodontics, preventatives,
             and restoratives.

             We anticipate an additional seven product launches
             during the fourth quarter. As you look at future new
             products, we recently announced an agreement with
             Doxa AB, which is a European research company, and
             this agreement is to develop and commercialize their
             bioactive ceramic technology. This is a technology
             platform that has the potential for multiple products
             utilizing its ability to create a chemical
             integration between certain materials and dentition,
             or the bone structure.

             We're very excited about this relationship. It truly
             mirrors the kind of technology investment that we're
             prepared to make in order to meet future needs of
             dentistry. And it's very similar to the relationship
             we have with Georgia Tech, which continues to expand.

             Just some comments on the outlook for the balance of
             the year - as we look at the rest of the year from a
             sales standpoint, we expect the U.S. will have some
             lingering effects from the hurricanes in the
             Southeast. We also anticipate that the lack of
             available dental budgets in key states in Germany
             will affect our growth in that region. We do,
             however, see that both of these events as fourth
             quarter only with no carryover effect into 2005.

             Given these two events, we anticipate internal growth
             for the quarter to be in the low single digits.
             However, even with the lower sales growth, we
             continue to see favorable margins and are improving
             our earnings guidance from the current range of $2.28
             to $2.33 to a new range of $2.33 to $2.35. Given our
             2004 beginning estimates of $2.25 to $2.30, we're
             very encouraged by our projected results for the year
             and we're very optimistic going into 2005.

             That concludes my comments and I will now turn the
             call over to Bret Wise for a financial review.

Bret Wise:   Thank you Gary. Good morning everyone. Thank you for
             joining us on our third quarter conference call. I'd
             like to start by highlighting some items from the P&L
             for the third quarter and then I'll touch briefly on
             some cash flow items and some selected balance sheet

             Looking first at the income statement - as Gary
             mentioned, net sales for the third quarter grew by 4%
             in total, and 5.1% excluding precious metals. The mix
             of sales was fairly stable by geography versus the
             prior year third quarter with the U.S. representing
             45.8% of sales ex pm this year, compared to 47.3% in
             the prior year. And Europe represented 34.4% of sales
             this year compared to 33.4% in the prior year
             quarter. So in total we saw the mix shift about one
             percentage point as an increase in Europe and a
             decrease in the U.S.

             Gross margins for the quarter were 57.6%, that's ex
             precious metals and it's up 170 basis points compared
             to 55.9% in the third quarter of 2003. There are
             really two points to make here. First of all, as you
             recall, last year in the third quarter we experienced
             a drop of close to one percentage point in our gross
             margins due to an unfavorable mix in the third
             quarter last year.  This quarter we experienced just
             the opposite, thus most of the improvement in the
             gross margin as a percent of sales is due to the mix.
             In addition to that, we did continue to see
             improvement on the operational cost side of our
             business, which also benefited the margin in the
             current period.

             SG&A was $128.8 million or 37.3% of sales ex precious
             metals this quarter versus 36.5% in the prior year
             third quarter. The increasing cost as a percent of
             sales, in the current quarter was driven by Oraqix
             launch expenses that hit in the third quarter. We'll
             have some more of those costs in the fourth quarter.
             Uncapitalized costs relating to the new anesthetic
             plant in Chicago as we prepare to start up that plant
             and additional costs related to our Sarbanes-Oxley
             compliance as we prepare for first year of
             certification under the new rules. Absent those three
             items, SG&A would have been about the same as the
             prior year as a percent of sales. As I mentioned,
             we'll continue to see higher costs in all three of
             these categories in the fourth quarter of 2004 and
             then, to some extent, in 2005.

             In the current quarter we have a restructuring charge
             of $2.1 million, and that's related to the
             continuation of the consolidation of our U.S. lab
             business, which we first disclosed on our January
             2004 call. In addition in the third quarter, we
             initiated a restructuring and a consolidation of our
             European lab business.

             As you'll recall, we acquired the Degussa dental
             business in late 2001, and then quickly thereafter
             took action to realize the synergies that were
             inherent in that transaction. This year our DeguDent
             management team - the current name for the Degussa
             business is DeguDent - and the local management team
             identified additional opportunities to reduce the
             cost and further improve the operational
             effectiveness in the European lab business and they
             have taken steps to realize those savings by early

             The total cost of the program in Europe is
             approximately $3 million, of which $1 million was
             recorded this quarter, and the remainder will be
             recorded in the fourth quarter this year and the
             first quarter next year. The payback on this program
             is really quite good. It's less than one year, and it
             could be substantially better than that. In total, of
             the programs we have underway at present, we
             anticipate additional restructuring charges of $1.7
             million in the fourth quarter and $1.2 million in
             early 2005.

             Operational margins for the quarter were 17.4%, and
             that's up 40 basis points compared to 17.0% in the
             2003 quarter. Operating margins based on sales
             excluding precious metals were 19.7%. That's up 30
             basis points from 19.4% last year. And if you look at
             it on the same basis and exclude the restructuring
             charges in 2004, operating margins as a percent of
             sales ex precious metals improves significantly to
             20.3% for the quarter compared to 19.4% in the prior
             year quarter.

             Other expenses in the quarter were $5.5 million which
             is up $1.3 million compared to the prior year third
             quarter. The 2003 quarter included two things of
             significance. The first was an exchange gain of $1
             million, and the second was a gain on the valuation
             of the PracticeWorks warrants of $900,000. So we had
             about $1.9 million of unusual gains in the third
             quarter last year.

             In the current quarter we had a $100,000 exchange
             loss, and of course we have no corresponding item for
             PracticeWorks as that investment was sold in the
             fourth quarter of 2003.

             Looking at the tax rate, the rate for the quarter was
             26% compared to 32.4% in the third quarter of '03. I
             think it's best to look at the tax rate really in two
             components: the first is what I'd like to call the
             operational rates, which for the quarter was 30.5%,
             bringing the cumulative operational rate for the year
             to 31.2%. This 31.2%, which is our year to date
             operational rate, reflects our best estimate of the
             full year tax rate at this point.

             The other component of the rate relates to resolution
             of certain tax matters that relate to prior periods
             which resulted in a reduction of tax this quarter of
             approximately $2.9 million. As you know, the
             accounting treatment for tax contingency items often
             results in the reporting of a matter in a period of
             resolution. Thus, these items can skew the reported
             rate in any one period.

             Accordingly we're going to continue to describe to
             you what the operational rate is and it's because we
             believe that's more indicative of the long term tax
             rate. So for the full year, we expect a normal
             operational tax rate to be in the 31% to 31.5% range,
             excluding those one-time items. And at present, our
             best estimate is 31.2%.

             So earnings from continuing operations were $46.3
             million, or 57 cents per diluted share. That's a 14%
             increase over the third quarter of '03. And year to
             date earnings from continuing operations are $1.73
             per share and that's up 14.6% compared to $1.51 for

             As Gary commented earlier, for the full year, again
             we've increased our guidance from the $2.28 to $2.33
             range up to the $2.33 to $2.35 range for earnings per
             share from continuing operations. This reflects the
             results through the first nine months of $1.73 from
             continuing operations and our expectations of
             earnings in the fourth quarter excluding any
             restructuring charges or non-operational tax rate

             For the fourth quarter, we do expect to have both
             restructuring charges and further non-operational tax
             adjustments. And in total, on a net basis, we expect
             them to be either neutral or slightly positive. Those
             adjustments, though, are not reflected in our
             earnings assessment of $2.33 to $2.35.

             Also looking at the fourth quarter for purposes of
             your modeling, I'd like to remind you that the fourth
             quarter of 2003 included approximately $5.8 million
             in pre-tax gains on our sale of our investment in
             PracticeWorks, which was, of course, the transaction
             that was completed in the fourth quarter and we
             recorded the gain in the fourth quarter of '03.

             Switching gears to the balance sheet and cash flow.
             Cash flow continued to be very strong in the third
             quarter, with operating cash flows of approximately
             $73 million and capital expenditures of approximately
             $11.4 million, yielding free cash flow of about $61.6
             million in the quarter. On a year to date basis, our
             operating cash flows are approximately $185 million,
             compared to $167 million for the first nine months of
             '03, so we've seen a substantial improvement in cash
             flow this year.

             Other cash flow items that are often of interest - in
             the current year we have depreciation and
             amortization year to date of $37 million, and capital
             expenditures year to date of $37 million.

             Inventory days were 93 at the end of September and
             receivable days stood at 57 at the end of September

             The balance sheet continued to strengthen during the
             quarter. At the end of September we had $407 million
             in cash and long term debt of $782 million.

             That concludes our prepared remarks. We'd be glad to
             take any questions you have at this time. Melanie,
             can you open the line for questions?

Operator:    At this time I would like to remind everyone, if you
             would like to ask a question, press star then the
             number 1 on your telephone keypad. We'll pause for
             just a moment to compile the Q&A roster.

             Your first question comes from Derek Leckow with
             Barrington Research.

Derek Leckow:   Thank you. Good morning, and congratulations on a
             strong profitability here despite the temporary
             slowdown from your markets. I just had a question on
             the operating margin outlook for next year. Obviously
             you're still spending a significant amount for these
             development projects and also on the construction and
             validation of your anesthetic plant.

             Can you talk to us a little bit about your outlook
             for operating margins for the coming years?

Bret Wise:   Yeah, Derek, thanks very much. This is Bret. For next
             year, we're still targeting a 50 basis point
             improvement in the operating margin. The significant
             challenges we have are the ones that you mentioned,
             and that is that the Pharma plant start up which now
             is probably late December or early January, and thus
             we'll absorb next year probably somewhere in the
             range of $5 to $6 million in start up costs related
             to the Pharma plant.

             But despite that, we're still targeting a 50 basis
             point improvement over the long term every year. And
             that's where we stand at this point.

Derek Leckow:   And is that 50 basis points - it's probably going
             to be an additional increase on the gross margin as
             well, isn't that right?

Bret Wise:   Yeah, it will be split between gross margin and SG&A.
             You know, normally we would say that most of it comes
             from gross margin and less from SG&A. Next year that
             may be split a little differently because, of course,
             we'll be absorbing those Pharma start-up costs in
             cost of sales and thus, we might have a little bit
             better improvement in the SG&A line than in the gross
             margin line, would be my guess at this point.

Derek Leckow:   Okay. That's helpful. And then also on the cash
             flow - you've got significant cash flow here and
             you're building a giant war chest on your balance
             sheet. I wonder if you could talk a little bit about
             the outlook for acquisitions. It's been a little bit
             slower here, it seems to me, in the last year since
             Degussa, but what do you see out there? Can you talk
             a little bit more broadly about what your
             opportunities are on the acquisition front?

Gary Kunkle: I will Derek. I mean, obviously it was lower for some
             very good reasons, and we were integrating the three
             large acquisitions we made in 2001, and we needed to
             get our debt down. But we couldn't be more aggressive
             today than we are. I mean, we are very aggressively
             pursuing very specific targets. The three areas that
             were our focus first of all would be share in
             categories in which we already compete. We're really
             not targeting any dental products from categories in
             which we don't compete.

             The second one would be geographic expansion. And the
             third would be technology. If we had to say at this
             point which ones we were closer to, we'd be closer to
             consummating some kind of activity in share and
             technology, and less so in geography. But just to
             reiterate what I said earlier, we have very specific
             targets, we are very aggressive with it, and we truly
             look forward to making some announcements possibly
             before the end of the year, but certainly in early
             2005 at the latest.

Derek Leckow:   Gary, looking at share and technology type
             acquisitions, does that imply that you would consider
             doing a diluted acquisition or would your historical
             criteria of, you know, accretive within the first
             year, would that still apply at this point?

Gary Kunkle: Well, yeah, our criteria hasn't changed. We would
             still target for it to be neutral to accretive within
             the first 12 months. But having said that, as you
             know,  we've made two that were diluted. They were
             Degussa and Friadent and we would do those again
             today because they have been very, you know,
             favorable to our business and they are very
             strategically important to us.

Derek Leckow:   Those were sort of, you know, some pretty large
             acquisitions though. I wouldn't expect to see that
             type of opportunity come along. I would expect, and I
             guess I want to ask if you agree, that we would see
             more of a plug-in type acquisition that would perhaps
             be integrated more rapidly going forward.

Gary Kunkle: Well obviously I can't comment on that unless I talk
             specifically about what we're targeting. But I can
             just reiterate what I said before, is that our target
             would be for it to be neutral to accretive in the
             first twelve months. And it would truly have to be a
             strategic exception to deviate from that guidance.

Derek Leckow:   Okay. Looking at the analyst estimates that are
             out there right now for next year, you've got a
             consensus of around $2.62, which is roughly 10 or 11%
             above the upper end of your range for the fourth
             quarter of 2004. Could you comment at all about how
             you feel about those estimates, and whether or not,
             you know, there could be some upside related to
             acquisition activity?

Gary Kunkle: Actually I can't, Derek. I mean, at this point, we
             are in the middle of our budget process for 2005, and
             we normally comment on the guidance for the next year
             at the conclusion of the fourth quarter conference

Derek Leckow:   Is it fair to say that on a longer term basis you
             would still expect earnings to grow above 10%, or
             what sort of a long term earnings growth goal do you
             guys internally have?

Gary Kunkle: I think that's fair.

Derek Leckow:   Okay, great. Congratulations. Thanks a lot.

Gary Kunkle: Thank you.

Operator:    Your next question comes from Dax Vlassis with Gates
             Capital Management.

Dax Vlassis: Yes, I was just curious to what you thought
             depreciation and amortization would come in for the
             year, and then CAPEX expenditures for this year and
             next year.

Bret Wise:   Derek - or Dax, sorry. I think that the run rate we
             have for depreciation, we're at $37 million after
             three quarters is a good indication that the run rate
             will continue for the rest of the year. I don't see
             anything that will move that a whole lot.

             CAPEX this year stands at $37 million. I think it
             will be in the 55, kind of the mid-50s range for the
             full year. And we're just, as Gary mentioned, we're
             just setting our budget process for next year so
             we're not ready to put forward a number for next year
             at this point. But I would say that it will be in the
             normal range of $55 to $65 million probably.

Dax Vlassis: Okay. And then as far as the, you know, your impact
             from the hurricanes. Did you notice that on a
             distributor basis? Did you talk to distributors and
             say that people in the same sort of impact in those
             markets as you did?

Gary Kunkle: Well, we did two things. First of all, as I said
             earlier, we looked at our direct business, which you
             get the immediate feedback on that because we can
             look at it on a daily basis. And we didn't look so
             much at dealer purchases as we looked at dealer
             sales, which they report to us to look at trends.

             Having said that, we talked to two dealers that have
             a higher concentration of business in the Southeast,
             both of which reported that during that period a
             minus 12 and a minus 15% respective compared to their
             comparable period the previous year.

Operator:    Your next question comes from Suey Wong with Robert

Suey Wong:   Thank you. Gary you gave a lot of good detail on the
             hurricane impact in the Southeast whether it was
             direct or whether it was through distributors. Is
             there a way of looking at the July numbers here and
             talk about an impact on internal growth overall?

Gary Kunkle: For the period?

Suey Wong:   Yes.

Gary Kunkle: Actually there are two factors that kept me from
             doing that, Suey. First of all, in looking at the
             impact I wanted to look at the trend going into it.
             And obviously trying to isolate July is not a trend,
             so that made it tough for the quarter. So I looked at
             year to date trends and then the impact in July and

             The second thing is the data I gave you, 50% of our
             business in the U.S., which is, I should back up, 60%
             globally, is distributor, 40% is direct. In the
             United States, it's 50/50.

             Obviously the direct business is very easy to read.
             The dealer business I gave was what they sold of
             ours. The purchases were very different from that in
             that I'm certain they saw that the demand was
             dropping and purchases didn't necessarily follow that
             trend. So trying to see what impact it had on the
             quarter is very difficult, because you can't
             anticipate what purchases would have been by the
             dealer under, you know, under these conditions.

Suey Wong:   Included the internal growth was negatively impacted
             by the hurricane weather in third quarter. Did I hear
             you right when you said that it would still be an
             impact in the fourth? Or should I think about
             procedure volume shifting, or due to dental business
             shifting third quarter to the fourth quarter and then
             potentially being a positive impact?

Gary Kunkle: No, I think you're going to see some carryover into
             October. I mean, obviously there's no more
             hurricanes, but people are still recovering from it.
             And so you're going to see some impact into the
             fourth. And I don't see this as a catch up. I mean,
             dentists today are very busy. It's not like they have
             a lot of extra time to put on additional procedures.
             So I think everything gets pushed, and I don't see a
             lot of catch up with this. I just think everything
             gets pushed out.

Suey Wong:   Okay. Gary, how should we think about the performance
             of Germany in the fourth quarter? Should there be an
             improvement in Germany?

Gary Kunkle: I don't anticipate it. You know, if a dentist has an
             opportunity to push a procedure into a quarter where
             he can get a higher reimbursement, he can do it. And
             we've only seen this one time historically and, you
             know, that would suggest they're going to move the
             business into 2005.

             Having said that, obviously 2005 will start very
             strong in Germany for the first six months. You have
             to look at the comparisons, because as you recall, we
             had a double digit increase in the first quarter in
             Europe this year followed by, I think it was, 2.5% in
             the second quarter. So you need to look at it over
             the six month period.

Suey Wong:   Given the impact of the hurricane and also Germany,
             should we expect to see internal growth being
             somewhat similar to the range in the third quarter?

Gary Kunkle: Well, it's going to be low single digits. I certainly
             hope it's above the third quarter, but I still think
             it's going to be low single digits.

Suey Wong:   Okay. In Europe, did you see any impact in the
             consolidation of distributors?

Gary Kunkle: We have not to date.

Suey Wong:   Okay. Then last question - could you give us an
             update on the lab business please?

Gary Kunkle: Yes. I assume you're talking particularly about the
             United States, since that's what we focused on before.

Suey Wong:   Correct.

Gary Kunkle: Again, it had some impact because of the region. The
             materials part of the United States was 2 to 3% over,
             obviously impacted by the Southeast. The equipment
             piece of it was negative, I think, mid teens. So
             overall, with the equipment being 10, 15% of the
             volume, the lab business was relatively flat for the

Suey Wong:   Okay, thank you.

Operator:    Your next question comes from Michelle Starr with
             York Daily Record.

Michelle Starr: Hi, good morning.

Gary Kunkle: Hi Michelle.

Michelle Starr: Recently an independent panel named Dentsply among
             other companies that received Iraqi oil, and I'm
             wondering if you have a comment about the company
             division being named in what is being called an
             alleged corruption, and have these surcharges
             affected the company's earnings?

Gary Kunkle: Well, if you and I read the same article, the one I
             read said that there were no allegations against the
             companies that were selling. But I can give you the
             details. In 1997 we sold $140,000 worth of amalgam
             into Iraq and the product was supplied under the Food
             for Oil program. It was supervised by the United
             Nations, and all the licenses that you need to obtain
             we obtained. So everything was done according to
             procedure. There have been no transactions since 1997
             by any Dentsply company into Iraq to my knowledge.

Michelle Starr: Thank you.

Operator:    Your next question comes from Greg Halter with Great
             Lakes Review.

Greg Halter: Good morning guys, and good results on the bottom
             line. Just a couple of - just minor points here.
             Bret, do you have any short term debts on the balance
             sheet and do you have your accounts payable balance?

Bret Wise:   Sure. We do have approximately $22 million in short
             term debt. That's comprised of $20 million of debt
             that will mature this quarter in December. It was
             long term, obviously, a year ago, and $2 million of
             short term borrowings in some of our international
             subsidiaries. So in total that's $22 million.

             Accounts payable at the end of September was roughly
             $74 million.

Greg Halter: Okay, and can you give us an update on the share
             re-purchase program - if you bought any and how many
             you have left?

Bret Wise:   Sure. To date, through September, we had repurchased
             540,000 shares and obviously that means we have about
             460,000 yet available under our 1 million share

Greg Halter: Okay, and do you have a feel for what you paid on
             those 540,000 shares, either per share or total?

Bret Wise:   Yeah, the average price was about $46. That's for the
             full year obviously.

Greg Halter: Right.

Bret Wise:   So it was lower than that early in the year and
             obviously higher than that later in the year.

Greg Halter: Okay, thank you.

Operator:    Your next question comes from Richard Yett with

Richard Yett:   Thank you. Could you review the Doxa relationship
             further? Might this product's purpose be to build
             bone structure to allow implants and whatever it is?
             And could you also give us an idea when a commercial
             product might be available?

Gary Kunkle: Obviously for competitive reasons, I don't want to
             get into too much detail. But it does not augment
             bone growth.

Richard Yett:   Oh shucks.

Gary Kunkle: But having said that, don't get too disappointed.
             We're very excited about the technology. It really
             helps in kind of bonding between the materials and
             the dentition part of the bone structure, which, you
             know, would lead to less leakage which leads to
             better performance on the restoration.

             With respect to commercialization, you know, this is
             very similar to some of the projects we have going on
             with Georgia Tech, and they're longer term projects,
             but I wouldn't discount the possibility of a product
             being available in 2006.

Richard Yett:   Great. Thank you.

Operator:    Your next question comes from Derek Leckow with
             Barrington Research.

Derek Leckow:   Yeah, Bret, I just had a follow up on the debt
             structure. Could you talk a little bit about any
             opportunities you might see in the - I'm not sure
             about the maturity at this point, but is there an
             opportunity to reduce your long term debt within the
             next couple of years?

Bret Wise:   Sure. As, you know, we've stated in the past, we have
             a very high quality problem, and that is we have very
             low coupon debt that has very high penalties to repay
             it early. We have a substantial amount of a debt that
             will mature in late 2006. Well, let me back up. We
             have $20 million this year, we have about $70 million
             next year that matures, and then we've got a sizable
             piece that matures in late '06, over about $500
             million actually.

             We have been, obviously, increasing our cash
             balances, because we've had very strong cash flow.
             We've looked at opportunities to retire the debt
             early, but the penalties are such that it's more
             favorable for us to hold the cash even though returns
             are low and pay the low coupon on the debt until
             maturity. So at this point, other than the $20
             million in December of this year, the $70 million
             late next year, unless something changes, I don't
             anticipate having an opportunity to repay the debt

Derek Leckow:   Okay, and in the interim, I guess, is the board
             considering increasing the dividends at this point?

Bret Wise:   Derek, we just had an announcement about, I guess,
             two or three weeks ago that we increased the
             dividend. I think it was 14 or 15% at the September
             meeting, and that will be effective at the end of
             this year.

Derek Leckow:   I'm talking about beyond that.

Bret Wise:   We have no plans at this point.

Gary Kunkle: No hard plans.

Derek Leckow:   Okay, great. Thanks a lot.

Operator:    Your next question comes from Dax Vlassis again with
             Gates Capital Management.

Jeff Gates:  Hi. Jeff Gates. How big is the anesthetic category as
             a percent of your U.S. business?

Gary Kunkle: Let's see. It's going to be low single digits
             percentage, Jeff.

Jeff Gates:  Okay, so if it's low single digits and it was down
             25%, so you're basically saying that was a half a
             percentage point of your internal growth being lower?

Gary Kunkle: Yeah. I haven't done the math, but that would be
             realistic. You know, it was just something that stood
             out and so I felt like I needed to bring it up.

Jeff Gates:  Right. But if I'm doing the math - did you have
             normal growth in the Southeast in the first month of
             the quarter?

Gary Kunkle: As I said, I looked at it year to date because I was
             trying to establish the difference between what would
             be a normal trend, and obviously July is not a trend.
             So I looked at a year to date, and then I compared
             August and September to that trend.

Jeff Gates:  Right. Okay. But, okay. I was just trying to get to
             the fact if I was doing the math right, if you were
             up sort of a 3-1/2% in the first month and down four
             and down four, implies that the business outside the
             Southeast in the United States grew maybe 2.2% or
             something like that?

Gary Kunkle: It's tough to reconstruct it, Jeff, because the one
             variable is what dealers buy as opposed to the data I
             was using is what they sell of our products.

Jeff Gates:  Okay.

Gary Kunkle: Obviously if they saw the sale dropping off, they did
             not increase their inventory. They used what they had
             to sell out.

Jeff Gates:  Right. But the internal growth that you cited is
             actually your shipments, correct?

Gary Kunkle: It's our direct shipments, which is 50% of our

Jeff Gates:  Right.

Gary Kunkle: And it's what the dealer shipped of our products.
             It's not what they bought of our products. And what
             they bought is what, obviously, is our recorded sales.

Jeff Gates:  Okay, and if I heard you correctly, you talked about
             that August, September was down 4 to 5% year over
             year in the Southeast, but the distributors' final
             sales were down 12%. Did I hear that correctly?

Gary Kunkle: I said that we had spoken to two dealers that had
             what I call a high concentration of business in the
             Southeast and asked them about their business during
             that same period of time.

Jeff Gates:  Right.

Gary Kunkle: And they had - I mean, this is anecdotal. They didn't
             give us any report, that their business was down 12
             and 15% respectively, compared to August, September
             of the previous year.

Jeff Gates:  But does that imply that distributors built their
             inventories, and therefore we should expect more of a
             lingering effect until those get worked down to the
             distributor level?

Gary Kunkle: Well, that wasn't intended to imply anything. It was
             just some database to confirm that our business was
             consistent with everyone else's in the region.

Jeff Gates:  Okay. And last question is, why don't you pay down
             the revolver with your growing cash balance, or do
             you have cash trapped overseas. And if so, do you
             plan to repatriate any on the tax holiday with the
             lower tax rate?

Bret Wise:   The only money we have on the revolver at this point
             is about $100 million of borrowings in Japanese yen.

Jeff Gates:  Okay.

Bret Wise:   The coupon is 1.6%. The penalty to pay it back would
             be about 3% because we had some swaps involved.

Jeff Gates:  Okay.

Bret Wise:   And thus, we've chosen to continue to pay the 1.6%
             and earn more than that on the cash reinvestment
             until maturity.

Jeff Gates:  Right. And I guess as far as the rest of the U.S.
             outside of the Southeast, what would you say the
             growth rate would be for your business and did you
             lose share, or did the overall market slow?

Gary Kunkle: Jeff, I did not look at that, and we couldn't make or
             share at this point over the current quarter, because
             we don't get the data that quickly.

Jeff Gates:  Right. I understand. Okay, thank you very much.

Operator:    Your next question comes from Greg Halter with Great
             Lakes Review.

Greg Halter: Hi guys.

Gary Kunkle: Hi Greg.

Greg Halter: Just a follow-up on that swaps answer that you made,
             Bret. Can you give us the amount of the positive or
             negative value of those swaps?

Bret Wise:   I don't have that at my fingertips, but it has been
             about $60 million positive.

Greg Halter: Okay.

Bret Wise:   I would guess it's still in that range. The one that
             we were speaking about a moment ago, the Japanese
             swap, is actually out of the money, because it was a
             swap from variable rate Japanese to fixed rate

Greg Halter: Okay.

Bret Wise:   And even though we're paying 1.6%, that's above the
             variable rate today.

Greg Halter: But in total you think it's around $60 million?

Bret Wise:   Yes.

Greg Halter: Okay, thanks.

Operator:    At this time I would like to remind everyone if you
             would like to ask a question press star then the
             number 1 on your telephone keypad.

             At this time there are no further questions. Mr.
             Kunkle, are there any closing remarks?

Bret Wise:   Operator, I'd like to go back to that last question,
             because I just found the number on the derivative is
             actually $42 million. It started the year at $63
             million, has come down each quarter and because of
             the movement in interest rates, and today it's $42

Gary Kunkle: Thank you Melanie. I'd like to also thank everyone
             for your participation in the call, and just
             reiterate that certainly we'd like to see the
             internal growth for the third and fourth quarter to
             be higher, but we do see these issues affecting
             growth to be temporary and not to be lingering into

             We're very optimistic about next year, and we're very
             pleased with our earnings despite the internal growth
             issues and thank you for your support of our company.

Operator:    This concludes today's Dentsply International Third
             Quarter 2004 Earnings Release Conference Call. You
             may now disconnect.