SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 2005

                                      OR

         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ______________ to _______________

                        Commission File Number 0-16211

                          DENTSPLY International Inc.
     ---------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                          Delaware                 39-1434669
     ---------------------------------------------------------------------
               (State or other jurisdiction of   (I.R.S. Employer
              incorporation or organization)     Identification No.)


               221 West Philadelphia Street, York, PA    17405-0872
     ---------------------------------------------------------------------
              (Address of principal executive offices)   (Zip Code)

                                (717) 845-7511
             (Registrant's telephone number, 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.

                               ( X ) Yes ( ) No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                               ( X ) Yes ( ) No



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: At August 1, 2005 the
Company had 79,292,118 shares of Common Stock outstanding, with a par value
of $.01 per share.

                                 Page 1 of 34



DENTSPLY INTERNATIONAL INC. FORM 10-Q For Quarter Ended June 30, 2005 INDEX Page No. PART I - FINANCIAL INFORMATION Item 1 - Financial Statements (unaudited) Consolidated Condensed Statements of Income 3 Consolidated Condensed Balance Sheets 4 Consolidated Condensed Statements of Cash Flows 5 Notes to Unaudited Interim Consolidated Condensed Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3 - Quantitative and Qualitative Disclosures About Market Risk 31 Item 4 - Controls and Procedures 31 PART II - OTHER INFORMATION Item 1 - Legal Proceedings 32 Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 33 Item 4 - Submission of Matters to a Vote of Security Holders 33 Item 6 - Exhibits 33 Signatures 34 2

DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited) Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands, except per share amounts) Net sales $ 444,834 $ 424,408 $ 851,809 $ 838,767 Cost of products sold 217,551 212,352 415,585 422,819 Gross profit 227,283 212,056 436,224 415,948 Selling, general and administrative expenses 146,376 134,158 284,924 267,220 Restructuring and other (income) costs (Note 9) (228) 333 40 1,057 Operating income 81,135 77,565 151,260 147,671 Other income and expenses: Interest expense 4,446 5,854 10,773 11,801 Interest income (2,159) (1,215) (4,469) (1,889) Other (income) expense, net (1,605) 575 (5,847) 798 Income before income taxes 80,453 72,351 150,803 136,961 Provision for income taxes 22,560 23,129 43,861 41,971 Income from continuing operations 57,893 49,222 106,942 94,990 (Loss) income from discontinued operations, (Including gain on sale in the six months ended June 30, 2004 of $43,031) (Note 6) -- (179) -- 42,885 Net income $ 57,893 $ 49,043 $ 106,942 $ 137,875 Earnings per common share - basic (Note 3) Continuing operations $ 0.72 $ 0.61 $ 1.33 $ 1.18 Discontinued operations -- -- -- 0.54 Total earnings per common share - basic $ 0.72 $ 0.61 $ 1.33 $ 1.72 Earnings per common share - diluted (Note 3) Continuing operations $ 0.71 $ 0.60 $ 1.31 $ 1.16 Discontinued operations -- -- -- 0.53 Total earnings per common share - diluted $ 0.71 $ 0.60 $ 1.31 $ 1.69 Cash dividends declared per common share $ 0.06000 $ 0.05250 $ 0.12000 $ 0.10500 Weighted average common shares outstanding (Note 3): Basic 80,137 80,493 80,418 80,208 Diluted 81,608 82,089 81,941 81,796 See accompanying notes to unaudited interim consolidated condensed financial statements. 3

DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited) June 30, December 31, 2005 2004 (in thousands) Assets Current Assets: Cash and cash equivalents $ 365,675 $ 506,369 Accounts and notes receivable-trade, net 264,637 238,873 Inventories, net (Notes 1 and 7) 224,224 213,709 Prepaid expenses and other current assets 92,592 97,458 Total Current Assets 947,128 1,056,409 Property, plant and equipment, net 378,114 407,527 Identifiable intangible assets, net 239,052 258,084 Goodwill, net 954,802 996,262 Other noncurrent assets 53,226 79,863 Total Assets $ 2,572,322 $ 2,798,145 Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 87,847 $ 91,576 Accrued liabilities 154,802 179,765 Income taxes payable 61,475 60,387 Notes payable and current portion of long-term debt 69,285 72,879 Total Current Liabilities 373,409 404,607 Long-term debt 658,077 779,940 Deferred income taxes 64,381 58,196 Other noncurrent liabilities 108,145 110,829 Total Liabilities 1,204,012 1,353,572 Minority interests in consolidated subsidiaries 603 600 Commitments and contingencies (Note 11) Stockholders' Equity: Preferred stock, $.01 par value; .25 million shares authorized; no shares issued -- -- Common stock, $.01 par value; 200 million shares authorized; 81.4 million shares issued at June 30, 2005 and December 31, 2004 814 814 Capital in excess of par value 180,437 189,277 Retained earnings 1,223,593 1,126,262 Accumulated other comprehensive income (Note 2) 80,104 164,100 Treasury stock, at cost, 2.1 million shares at June 30, 2005 and 0.8 million at December 31, 2004 (117,241) (36,480) Total Stockholders' Equity 1,367,707 1,443,973 Total Liabilities and Stockholders' Equity $ 2,572,322 $ 2,798,145 See accompanying notes to unaudited interim consolidated condensed financial statements. 4

DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, 2005 2004 (in thousands) Cash flows from operating activities: Income from continuing operations $ 106,942 $ 94,990 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 22,326 20,341 Amortization 4,717 4,223 Restructuring and other costs 40 1,057 Cash flows from discontinued operating activities -- (1,959) Other, net (68,897) (7,150) Net cash provided by operating activities 65,128 111,502 Cash flows from investing activities: Capital expenditures (20,561) (25,468) Acquisitions of businesses, net of cash acquired (15,933) (16,242) Expenditures for identifiable intangible assets (96) -- Proceeds from sale of Gendex -- 102,500 Cash flows used in discontinued operations' investing activities -- (148) Other, net 161 (1,354) Net cash (used in) provided by investing activities (36,429) 59,288 Cash flows from financing activities: Payments on long-term borrowings (48,249) (505) Net change in short-term borrowings 5,037 1,631 Cash paid for treasury stock (115,416) (16,905) Cash dividends paid (9,674) (8,374) Proceeds from exercise of stock options 17,740 30,198 Realization of cross currency swap value 23,508 6,832 Net cash (used in) provided by financing activities (127,054) 12,877 Effect of exchange rate changes on cash and cash equivalents (42,339) (3,021) Net (decrease) increase in cash and cash equivalents (140,694) 180,646 Cash and cash equivalents at beginning of period 506,369 163,755 Cash and cash equivalents at end of period $ 365,675 $ 344,401 See accompanying notes to unaudited interim consolidated condensed financial statements. 5

DENTSPLY INTERNATIONAL INC. NOTES TO UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS June 30, 2005 The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's most recent Form 10-K filed March 16, 2005. NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Inventories Inventories are stated at the lower of cost or market. At June 30, 2005, the cost of $11.6 million or 5% and at December 31, 2004, the cost of $10.8 million or 5% of inventories were determined by the last-in, first-out (LIFO) method. The cost of other inventories was determined by the first-in, first-out (FIFO) or average cost methods. If the FIFO method had been used to determine the cost of the LIFO inventories, the amounts at which net inventories are stated would be higher than reported by $1.9 million at June 30, 2005 and by $1.4 million at December 31, 2004. Identifiable Finite-lived Intangible Assets Identifiable finite-lived intangible assets, which primarily consist of patents, trademarks and licensing agreements, are amortized on a straight-line basis over their estimated useful lives. These assets are reviewed for impairment whenever events or circumstances provide evidence that suggest that the carrying amount of the asset may not be recoverable. The Company closely monitors intangible assets related to new technology for indicators of impairment as these assets have more risk of becoming impaired. Impairment is based upon an evaluation of the identifiable undiscounted cash flows. If impaired, the resulting charge reflects the excess of the asset's carrying cost over its fair value. Goodwill and Indefinite-Lived Intangible Assets The Company follows Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets" which requires that an annual impairment approach be applied to goodwill and indefinite-lived intangible assets. The Company performs annual impairment tests based upon a fair value approach rather than an evaluation of the undiscounted cash flows. If impairment is identified under SFAS 142, the resulting charge is determined by recalculating goodwill through a hypothetical purchase price allocation of the fair value and reducing the current carrying value to the extent it exceeds the recalculated goodwill. If impairment is identified on indefinite-lived intangibles, the resulting charge reflects the excess of the asset's carrying cost over its fair value. The Company's goodwill decreased by $41.5 million during the six months ended June 30, 2005 to $954.8 million, which was due primarily to the effects of foreign currency translation of $56.1 million, partially offset by increases due to acquisition activity of $14.6 million. 6

The Company performed the required impairment tests annually in the second quarter of 2005 and no impairment was identified. This impairment assessment includes an evaluation of approximately 20 reporting units. In addition to minimum annual impairment tests, SFAS 142 also requires that impairment assessments be made more frequently if events or changes in circumstances indicate that the goodwill or indefinite-lived intangible assets might be impaired. As the Company learns of such changes in circumstances through periodic analysis of actual results or through the annual development of operating unit business plans in the fourth quarter of each year, for example, impairment assessments are performed as necessary. Derivative Financial Instruments The Company records all derivative instruments on the balance sheet at their fair value and changes in fair value are recorded each period in current earnings or comprehensive income in accordance with Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities". The Company employs derivative financial instruments to hedge certain anticipated transactions, firm commitments, or assets and liabilities denominated in foreign currencies. Additionally, the Company utilizes interest rate swaps to convert floating rate debt to fixed rate, fixed rate debt to floating rate, cross currency basis swaps to convert debt denominated in one currency to another currency, and commodity swaps to fix its variable raw materials costs. Revenue Recognition Revenue, net of related discounts and allowances, is recognized in accordance with shipping terms and as title and risk of loss pass to customers. Net sales include shipping and handling costs collected from customers in connection with the sale. The Company offers cash rebates based on targeted sales increases to customers who qualify. In accounting for these rebate programs, the Company records an accrual as a reduction of net sales for the estimated rebate as sales take place throughout the year in accordance with EITF 01-09, " Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products)". The Company establishes a provision recorded against revenue for product returns in instances when incorrect products or quantities are inadvertently shipped. In addition, the Company establishes provisions for costs or losses that are expected with regard to returns for which revenue has been recognized for event-driven circumstances relating to product quality issues, complaints and / or other product specific issues. 7

Stock Compensation The Company has stock-based employee compensation plans and applies the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations in accounting for these plans. Under this method, no compensation expense is recognized for fixed stock option plans, provided that the exercise price is greater than or equal to the price of the stock at the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation. Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands, except per share amounts) Net income, as reported $ 57,893 $ 49,043 $ 106,942 $ 137,875 Deduct: Stock-based employee compensation expense determined under fair value method, net of related tax (2,775) (3,221) (5,548) (6,472) Pro forma net income $ 55,118 $ 45,822 $ 101,394 $ 131,403 Basic earnings per common share As reported $ 0.72 $ 0.61 $ 1.33 $ 1.72 Pro forma under fair value based method $ 0.69 $ 0.57 $ 1.26 $ 1.64 Diluted earnings per common share As reported $ 0.71 $ 0.60 $ 1.31 $ 1.69 Pro forma under fair value based method $ 0.68 $ 0.56 $ 1.24 $ 1.61 Stockholders' Equity In December 2004 the Board of Directors approved a stock repurchase program under which the Company may repurchase shares of stock in an amount to maintain up to 3,000,000 shares of treasury stock. As a result of this program, the Company repurchased 2,044,000 shares at an average cost per share of $55.64 and a total cost of $113.7 million during the in the first half of 2005. During 2005, the Company also settled on 30,000 shares that were purchased in 2004 at a cost of $1.7 million. As of June 30, 2005, the Company held 2,107,000 shares of treasury stock. The Company also received proceeds of $17.7 million as a result of the exercise of 723,000 stock options during the six months ended June 30, 2005. NEW ACCOUNTING PRONOUNCEMENTS In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R ("SFAS 123R"), "Share-Based Payment". This standard eliminates the guidance of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and amends FASB Statement No. 123, "Accounting for Stock Based Compensation" ("FAS 123"). The standard requires that all public companies report share-based compensation expense at the grant date fair value of the related share-based awards and no longer permits companies to account for options under the intrinsic value approach of APB 25. SFAS 123R, as amended by the SEC, is effective for annual periods beginning after June 15, 2005. As the Company has accounted for stock option grants under the APB 25 in the past, this statement is expected to have a material impact on the Company's financial statements once effective ($0.14 to $0.16 per diluted share on an annualized basis). The Company is currently assessing its compensation programs, its option valuation techniques and assumptions, and the possible transition alternatives in order to determine the full impact of adopting this standard. 8

In November 2004, the FASB issued Statement of Financial Accounting Standards No 151, "Inventory Costs - An Amendment of ARB No. 43, Chapter 4". This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing", to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Under ARB No. 43, in certain circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs that were considered to be unusually abnormal were required to be treated as period charges. Under FASB No. 151, these charges are required to be treated as period charges regardless of whether they meet the criterion of unusually abnormal. Additionally, FASB No. 151 requires that allocation of fixed production overhead to the cost of conversion be based on the normal capacity of the production facilities. FASB No. 151 is effective for all fiscal years beginning after June 15, 2005. The Company does not expect the application of this standard to have a material impact on the Company's financial statements. In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153, "Exchanges of Nonmonetary Assets an amendment of APB Opinion No. 29". This statement amends Opinion 29 to eliminate the exceptions that allowed for other than fair value measurement when similar productive assets were exchanged, and replaced the exceptions with a general exception for exchanges of nonmonetary assets that do not have commercial substance. FASB Statement No 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect the application of this statement to have a material impact on the Company's financial statements. On October 22, 2004, the American Jobs Creation Act of 2004 (the "AJCA") was signed into law. The AJCA enacted a provision that provides the Company with the opportunity to repatriate up to $500 million of reinvested earnings and to claim a deduction equal to 85% of the repatriated amount. The Company did not elect the benefit of this provision in 2004. The Company is anticipating taking advantage of repatriating foreign earnings under Section 965 of the Internal Revenue Code, however, we are still finalizing our plans, including the size and timing of any repatriation. NOTE 2 - COMPREHENSIVE INCOME The components of comprehensive income, net of tax, are as follows: Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) Net income $ 57,893 $ 49,043 $ 106,942 $ 137,875 Other comprehensive income: Foreign currency translation adjustments (57,512) (7,243) (105,412) (18,224) Unrealized gain on available-for-sale securities 46 26 60 49 Net gain (loss) on derivative financial instruments 15,290 (2,037) 21,356 (4,979) Total comprehensive income $ 15,717 $ 39,789 $ 22,946 $ 114,721 During the quarters ended June 30, 2005 and 2004, foreign currency translation adjustments included net translation losses of $83.6 million and $13.1 million, respectively, offset by gains of $26.1 million and $5.9 million, respectively, on the Company's loans designated as hedges of net investments. During the six months ended June 30, 2005 and 2004, foreign currency translation adjustments included net translation losses of $142.4 million and $28.0 million, respectively, offset by gains of $37.0 million and $9.8 million, respectively, on the Company's loans designated as hedges of net investments. 9

The balances included in accumulated other comprehensive income in the consolidated balance sheets are as follows: June 30, December 31, 2005 2004 (in thousands) Foreign currency translation adjustments $ 74,004 $ 179,416 Net gain (loss) on derivative financial instruments 8,717 (12,639) Unrealized gain on available-for-sale securities 402 342 Minimum pension liability (3,019) (3,019) $ 80,104 $ 164,100 The cumulative foreign currency translation adjustments included net translation gains of $155.4 million and $297.9 million as of June 30, 2005 and December 31, 2004, respectively, offset by losses of $81.4 million and $118.5 million, respectively, on loans designated as hedges of net investments. NOTE 3 - EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per common share: Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands, except per share amounts) Basic Earnings Per Common Share Computation Income from continuing operations $ 57,893 $ 49,222 $106,942 $ 94,990 Income from discontinued operations -- (179) -- 42,885 Net income $ 57,893 $ 49,043 $106,942 $137,875 Common shares outstanding 80,137 80,493 80,418 80,208 Earnings per common share from continuing operations $ 0.72 $ 0.61 $ 1.33 $ 1.18 Earnings per common share from discontinued operations -- -- -- 0.54 Total earnings per common share - basic $ 0.72 $ 0.61 $ 1.33 $ 1.72 Diluted Earnings Per Common Share Computation Income from continuing operations $ 57,893 $ 49,222 $106,942 $ 94,990 Income from discontinued operations -- (179) -- 42,885 Net income $ 57,893 $ 49,043 $106,942 $137,875 Common shares outstanding 80,137 80,493 80,418 80,208 Incremental shares from assumed exercise of dilutive options 1,471 1,596 1,523 1,588 Total shares 81,608 82,089 81,941 81,796 Earnings per common share from continuing operations $ 0.71 $ 0.60 $ 1.31 $ 1.16 Earnings per common share from discontinued operations -- -- -- 0.53 Total earnings per common share - diluted $ 0.71 $ 0.60 $ 1.31 $ 1.69 10

Options to purchase 57,300 shares of common stock that were outstanding during the quarter ended June 30, 2005 were not included in the computation of diluted earnings per share since the options' exercise prices were greater than the average market price of the common shares and, therefore, the effect would be antidilutive. Antidilutive options outstanding during the six months ended June 30, 2005 and 2004 were 57,300 and were 35,800, respectively. NOTE 4 - BUSINESS ACQUISITIONS Effective January 2005, the Company acquired all the outstanding capital stock of GAC SA from the Gebroulaz Foundation. GAC SA is primarily a distributor of orthodontic products with subsidiaries in Switzerland, France, Germany and Norway. The Company purchased GAC SA primarily to further strengthen its orthodontic business through the acquired company's presence in the orthodontic market in Europe. Effective May 2005, the Company acquired the Assets of Raintree Essix, L.L.C. ("Raintree"). Raintree is a brand leader for specialty plastic sheets used in orthodontic treatment, as well as other accessories for the orthodontic market. The Company purchased Raintree primarily to further strengthen its orthodontic product offerings. Effective May 2005, the Company acquired all the outstanding capital stock of Glenroe Technologies, Inc. ("Glenroe"). Glenroe is a manufacturer of orthodontic accessory products including elastic force materials, specialty plastics, and intricate molded plastic parts, including NEOCLIPS, a new product used with DENTSPLY's newly launched Interactive MYSTIQUE bracket (the world's first low friction translucent ceramic bracket). The Company purchased Glenroe primarily to further strengthen its orthodontic product offerings. The above described transactions included aggregate payments at closing of approximately $15.9 million (net of cash acquired of $2.9 million). Each transaction includes provisions for possible additional payments based on the performance of the individual businesses post closing (generally for three years). All of these acquired companies are included in the "U.S. Dental Laboratory Business/Implants/Orthodontics/Japan/Asia" operating segment. The results of operations of the acquired companies are included in the accompanying financial statements since the effective dates of the transactions. The purchase price of these acquisitions has been allocated on the basis of preliminary estimates of the fair values of assets acquired and liabilities assumed. The current aggregate purchase price allocation for these acquisitions is as follows: Current assets $ 7,181 Property, plant and equipment 2,063 Identifiable intangible assets and goodwill 15,083 Other long-term assets 26 Total assets 24,353 Current liabilities (6,371) Other long-term liabilities (2,049) Total liabilities (8,420) Net assets $ 15,933 NOTE 5 - SEGMENT INFORMATION The Company follows Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related Information". SFAS 131 establishes standards for disclosing information about reportable segments in financial statements. The Company has numerous operating businesses covering a wide range of products and geographic regions, primarily serving the professional dental market. Professional dental products represented approximately 98% of sales for the periods ended June 30, 2005 and 2004. The operating businesses are combined into operating groups which have overlapping product offerings, geographical presence, customer bases, distribution channels, and regulatory oversight. These operating groups are considered the Company's reportable segments under SFAS 131 as the Company's chief operating decision-maker regularly reviews financial results at the operating group level and uses this information to manage the Company's operations. The accounting policies of the segments are consistent with those described for the consolidated financial statements in the summary of significant accounting policies (see Note 1). The Company measures segment income for reporting purposes as net operating profit before restructuring, interest and taxes. 11

In January 2005, the Company reorganized its operating group structure consolidating into four operating groups from the five groups under the prior management structure. The segment information below reflects this revised structure for all periods shown. A description of the activities provided within each of the Company's four reportable segments follows: U.S. Consumable Business/Canada This business group includes responsibility for the design, manufacturing, sales, and distribution for certain small equipment, chairside consumable products and dental anesthetics in the U.S. and the sales and distribution of all such Company products in Canada. Dental Consumables - Europe, CIS, Middle East, Africa/European Dental Laboratory Business This business group includes responsibility for the design and manufacture of dental laboratory products in Germany and the Netherlands and the sales and distribution of these products in Europe, Eastern Europe, Middle East, Africa and the CIS. In addition, the group has responsibility for the design, manufacturing, sales, and distribution for certain small equipment and chairside consumable products and certain specialty products in Europe, Middle East, Africa and the CIS. Australia/Latin America/Endodontics/Non-dental This business group includes responsibility for the design, manufacture, and/or sales and distribution of dental anesthetics, chairside consumable and laboratory products in Brazil. It also has responsibility for the sales and distribution of all Company dental products sold in Australia and Latin America. This business group also includes the responsibility for the design and manufacturing for endodontic products in the U.S., Switzerland and Germany and is responsible for sales and distribution of all Company endodontic products in the U.S., Canada, Switzerland, Benelux, Scandinavia, and Eastern Europe, and certain endodontic products in Germany. This business group is also responsible for the Company's non-dental business. U.S. Dental Laboratory Business/Implants/Orthodontics/Japan/Asia This business group includes the responsibility for the design, manufacture, sales and distribution for laboratory products in the U.S. and the sales and distribution of U.S. manufactured laboratory products in certain international markets; the design, manufacture, world-wide sales and distribution of the Company's dental implant and bone generation products; and the world-wide sales and distribution of the Company's orthodontic products. The business is responsible for sales and distribution of all Company products throughout Asia and Japan. Significant interdependencies exist among the Company's operations in certain geographic areas. Inter-group sales are at prices intended to provide a reasonable profit to the manufacturing unit after recovery of all manufacturing costs and to provide a reasonable profit for purchasing locations after coverage of marketing and general and administrative costs. Generally, the Company evaluates performance of the operating groups based on the groups' operating income and net third party sales excluding precious metal content. The Company considers sales excluding precious metal content as the appropriate sales measurement due to the fluctuations of precious metal prices and due to the fact that the precious metal content is largely a pass-through to customers and has minimal effect on earnings. 12

The following tables set forth information about the Company's operating groups for the quarters and six month periods ended June 30, 2005 and 2004: Third Party Net Sales Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) U.S. Consumable Business / Canada $ 87,001 $ 82,792 $ 166,796 $ 156,154 Dental Consumables - Europe, CIS, Middle East, Africa/European Dental Laboratory Business 133,965 141,102 254,364 290,089 Australia/Latin America/Endodontics/ Non-Dental 93,837 86,120 181,396 167,507 U.S. Dental Laboratory Business/Implants/ Orthodontics/Japan/Asia 130,761 115,937 250,909 228,068 All Other (a) (730) (1,543) (1,656) (3,051) Total $ 444,834 $ 424,408 $ 851,809 $ 838,767 Third Party Net Sales, excluding precious metal content Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) U.S. Consumable Business / Canada $ 86,744 82,792 $ 166,310 $ 156,154 Dental Consumables - Europe, CIS, Middle East, Africa/European Dental Laboratory Business 102,636 104,188 198,841 211,864 Australia/Latin America/Endodontics/ Non-Dental 93,324 85,610 180,491 166,690 U.S. Dental Laboratory Business/Implants/ Orthodontics/Japan/Asia 118,786 102,134 226,110 200,113 All Other (a) (731) (1,543) (1,657) (3,051) Total excluding Precious Metal Content 400,759 373,181 770,095 731,770 Precious Metal Content 44,075 51,227 81,714 106,997 Total including Precious Metal Content $ 444,834 $ 424,408 $ 851,809 $ 838,767 (a) Includes: operating expenses of two distribution warehouses not managed by named segments, Corporate and inter-segment eliminations. 13

Intersegment Net Sales Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) U.S. Consumable Business / Canada $ 81,654 $ 81,606 $ 152,224 $ 159,099 Dental Consumables - Europe, CIS, Middle East, Africa/European Dental Laboratory Business 43,187 40,238 85,570 83,688 Australia/Latin America/Endodontics/ Non-Dental 17,840 16,278 34,807 29,479 U.S. Dental Laboratory Business/Implants/ Orthodontics/Japan/Asia 11,373 8,923 20,914 17,026 All Other (a) 46,386 41,218 88,497 83,186 Eliminations (200,440) (188,263) (382,012) (372,478) Total $ -- $ -- $ -- $ -- Segment Operating Income Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) U.S. Consumable Business / Canada $ 24,133 $ 25,664 $ 43,671 $ 46,304 Dental Consumables - Europe, CIS, Middle East, Africa/European Dental Laboratory Business 13,370 15,998 23,308 35,218 Australia/Latin America/Endodontics/ Non-Dental 38,249 36,554 77,328 71,077 U.S. Dental Laboratory Business/Implants/ Orthodontics/Japan/Asia 22,502 14,358 39,767 28,340 All Other (a) (17,347) (14,676) (32,774) (32,211) Segment Operating Income 80,907 77,898 151,300 148,728 Reconciling Items: Restructuring and other (income) costs (228) 333 40 1,057 Interest Expense 4,446 5,854 10,773 11,801 Interest Income (2,159) (1,215) (4,469) (1,889) Other (income) expense, net (1,605) 575 (5,847) 798 Income before income taxes $ 80,453 $ 72,351 $ 150,803 $ 136,961 (a) Includes: operating expenses of two distribution warehouses not managed by named segments, Corporate and inter-segment eliminations. 14

Assets June 30 December 31, 2005 2004 (in thousands) U.S. Consumable Business / Canada $ 973,809 $ 982,086 Dental Consumables - Europe, CIS, Middle East, Africa/European Dental Laboratory Business 628,718 713,592 Australia/Latin America/Endodontics/ Non-Dental 589,394 582,828 U.S. Dental Laboratory Business/Implants/ Orthodontics/Japan/Asia 410,450 390,140 All Other (a) (30,049) 129,499 Total $ 2,572,322 $ 2,798,145 (a) Includes: operating expenses of two distribution warehouses not managed by named segments, Corporate and inter-segment eliminations. NOTE 6 - DISCONTINUED OPERATIONS On February 27, 2004, the Company sold the assets and related liabilities of the Gendex business to Danaher Corporation for $102.5 million cash, plus the assumption of certain pension liabilities. Although the sales agreement contained a provision for a post-closing adjustment to the purchase price based on changes in certain balance sheet accounts, no such adjustments were necessary. This transaction resulted in a pre-tax gain of $72.9 million ($43.0 million after-tax). Gendex is a manufacturer of dental x-ray equipment and accessories and intraoral cameras. The sale of Gendex narrows the Company's product lines to focus primarily on dental consumables. In addition, during the first quarter of the year 2004, the Company discontinued the operations of the Company's dental needle business. The Gendex business and the dental needle business are distinguishable as separate components of the Company in accordance with Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets". As a result, the statements of operations and related financial statement disclosures for all prior years have been restated to present the Gendex business and needle business as discontinued operations separate from continuing operations. Discontinued operations net revenue and income before income taxes for the periods presented were as follows: Three Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) Net sales $ -- $ 524 $ -- $17,435 Gain on sale of Gendex -- -- -- 72,943 (Loss) income before income taxes (including gain on sale in the six months ended June 30, 2004) -- (268) -- 72,841 15

NOTE 7 - INVENTORIES Inventories consist of the following: June 30, December 31, 2005 2004 (in thousands) Finished goods $137,564 $130,150 Work-in-process 42,281 42,427 Raw materials and supplies 44,379 41,132 $224,224 $213,709 NOTE 8 - BENEFIT PLANS The components of the net periodic benefit cost for the Company's benefit plans are as follows: Other Postretirement Pension Benefits Benefits ------------------------- --------------------- Three Months Ended Three Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) Service cost $ 1,379 $ 1,611 $ (35) $ 68 Interest cost 1,905 2,015 (184) 170 Expected return on plan assets (910) (1,507) -- -- Net amortization and deferral 279 234 116 (56) Net periodic benefit cost $ 2,653 $ 2,353 $ (103) $ 182 Other Postretirement Pension Benefits Benefits ------------------------- --------------------- Six Months Ended Six Months Ended June 30, June 30, 2005 2004 2005 2004 (in thousands) Service cost $ 2,874 $ 2,249 $ 67 $ 135 Interest cost 3,468 2,949 356 341 Expected return on plan assets (1,851) (1,635) -- -- Net amortization and deferral 557 351 (223) (111) Net periodic benefit cost $ 5,048 $ 3,914 $ 200 $ 365 16

Information related to the funding of the Company's benefit plans for 2005 is as follows: Other Pension Postretirement Benefits Benefits (in thousands) Actual, June 30, 2005 $3,461 $ 549 Projected for the remainder of the year 3,529 626 Total for year $6,990 $1,175 NOTE 9 - RESTRUCTURING AND OTHER COSTS During the third and fourth quarters of 2004, the Company recorded restructuring and other costs of $5.7 million. These costs were primarily related to the creation of a European Shared Services Center in Yverdon, Switzerland, which resulted in the identification of redundant personnel in the Company's European accounting functions. In addition, these costs related to the consolidation of certain sales/customer service and distribution facilities in Europe and Japan. The primary objective of these restructuring initiatives is to improve operational efficiencies and to reduce costs within the related businesses. Included in this charge were severance costs of $4.8 million and lease/contract termination costs of $0.9 million. In addition, during the six months ended June 30, 2005, the Company recorded income of $0.1 million ($0.3 million during the quarter ended June 30, 2005) related primarily to adjustments to the severance provisions. The plans include the elimination of approximately 115 administrative and manufacturing positions primarily in Germany. Certain of these positions need to be replaced at the Shared Services Center and therefore the net reduction in positions is expected to be approximately 65. These plans are expected to be complete by the first quarter of 2006. As of June 30, 2005, approximately 45 of these positions have been eliminated. The major components of these charges and the remaining outstanding balances at June 30, 2005 are as follows: Amounts Amounts Balance 2004 Applied 2005 Applied June 30, Provisions 2004 Provisions 2005 2005 (in thousands) Severance $ 4,877 $ (583) $ (147) $ (1,212) $ 2,935 Lease/contract terminations 881 - - (231) 650 $ 5,758 $ (583) $ (147) $ (1,443) $ 3,585 17

During the fourth quarter of 2003, the Company recorded restructuring and other costs of $4.5 million. These costs were primarily related to impairment charges recorded to certain investments in emerging technologies. The products related to these technologies were abandoned and therefore these assets were no longer viewed as being recoverable. In addition, certain costs were associated with the restructuring or consolidation of the Company's operations, primarily its U.S. laboratory businesses and the closure of its European central warehouse in Nijmegan, The Netherlands. Included in this charge were severance costs of $0.9 million, lease/contract termination costs of $0.6 million and intangible and other asset impairment charges of $3.0 million. During 2004, the Company recorded charges of $1.4 million ($0.3 million and $1.1 million during the quarter and six months ended June 30, 2004, respectively) for additional severance, lease termination and other restructuring costs incurred during the period related to these plans. In addition, during the six months ended June 30, 2005, the Company incurred $0.2 million ($0.1 million during the quarter ended June 30, 2005) of costs related to these plans. These restructuring plans resulted in the elimination of approximately 70 administrative and manufacturing positions primarily in the United States. Certain of these positions needed to be replaced at the consolidated site and therefore the net reduction in positions is expected to be approximately 25. These plans were substantially complete as of June 30, 2005. The major components of these charges and the remaining outstanding balances at June 30, 2005 are as follows: Amounts Amounts Amounts Balance 2003 Applied 2004 Applied 2005 Applied June 30, Provisions 2003 Provisions 2004 Provisions 2005 2005 (in thousands) Severance $ 908 $ (49) $ 451 $(1,083) $ 29 $ (149) $ 107 Lease/contract terminations 562 (410) 13 (165) -- -- -- Other restructuring costs 27 (27) 922 (852) 96 (161) 5 Intangible and other asset impairment charges 3,000 (3,000) -- -- 62 (62) -- $ 4,497 $(3,486) $ 1,386 $(2,100) $ 187 $ (372) $ 112 NOTE 10 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company's activities expose it to a variety of market risks which primarily include the risks related to the effects of changes in foreign currency exchange rates, interest rates and commodity prices. These financial exposures are monitored and managed by the Company as part of its overall risk-management program. The objective of this risk management program is to reduce the potentially adverse effects that these market risks may have on the Company's operating results. Certain of the Company's inventory purchases are denominated in foreign currencies which exposes the Company to market risk associated with exchange rate movements. The Company's policy generally is to hedge major foreign currency transaction exposures through foreign exchange forward contracts. These contracts are entered into with major financial institutions thereby minimizing the risk of credit loss. In addition, the Company's investments in foreign subsidiaries are denominated in foreign currencies, which creates exposures to changes in exchange rates. The Company uses derivative instruments and debt denominated in the applicable foreign currency as a means of hedging a portion of this risk. With the Company's significant level of long-term debt, changes in the interest rate environment can have a major impact on the Company's earnings, depending upon its interest rate exposure. As a result, the Company manages its interest rate exposure with the use of interest rate swaps, when appropriate, based upon market conditions. The manufacturing of some of the Company's products requires the use of commodities which are subject to market fluctuations. In order to limit the unanticipated earnings changes from such market fluctuations, the Company selectively enters into commodity price swaps for certain materials used in the production of its products. Additionally, the Company uses non-derivative methods, such as the precious metal consignment agreement to effectively hedge commodity risks. 18

Cash Flow Hedges The Company uses interest rate swaps to convert a portion of its variable rate debt to fixed rate debt. As of June 30, 2005, the Company has two groups of significant variable rate to fixed rate interest rate swaps. One of the groups of swaps was entered into in January 2000 and February 2001, has a notional amount totaling 180 million Swiss francs, and effectively converts the underlying variable interest rates on the debt to a fixed rate of 3.3% for a period of approximately four years. The other significant group of swaps entered into in February 2002, has notional amounts totaling 12.6 billion Japanese yen, and effectively converts the underlying variable interest rates to an average fixed rate of 1.6% for a term of ten years. As part of entering into the Japanese yen swaps in February 2002, the Company entered into reverse swap agreements with the same terms to offset 115 million of the 180 million of Swiss franc swaps. Additionally, in the third quarter of 2003, the Company exchanged the remaining portion of the Swiss franc swaps, 65 million Swiss francs, for a forward-starting variable to fixed interest rate swap at a fixed rate of 4.2% for a term of seven years started in March 2005. The Company selectively enters into commodity price swaps to effectively fix certain variable raw material costs. At June 30, 2005, the Company had swaps in place to purchase 900 troy ounces of platinum bullion for use in the production of its impression material products. The average fixed rate of this agreement is $846.50 per troy ounce. In addition the Company had swaps in place to purchase 124,200 troy ounces of silver bullion for use in the production of its amalgam products at an average fixed rate of $6.50 per troy ounce. The Company generally hedges up to 80% of its projected annual platinum and silver needs related to these products. The Company enters into forward exchange contracts to hedge the foreign currency exposure of its anticipated purchases of certain inventory from Japan. In addition, exchange contracts are used by certain of the Company's subsidiaries to hedge intercompany inventory purchases which are denominated in non-local currencies. The forward contracts that are used in these programs mature in twelve months or less and typically hedge up to 80% of the specific transactions. Fair Value Hedges The Company uses interest rate swaps to convert a portion of its fixed rate debt to variable rate debt. In December 2001, the Company issued 350 million in Eurobonds at a fixed rate of 5.75% maturing in December 2006 to partially finance the Degussa Dental acquisition. Coincident with the issuance of the Eurobonds, the Company entered into two integrated transactions: (a) an interest rate swap agreement with notional amounts totaling Euro 350 million which converted the 5.75% fixed rate Euro-denominated financing to a variable rate (based on the London Interbank Borrowing Rate("LIBOR")) Euro-denominated financing; and (b) a cross-currency basis swap which converted this variable rate Euro-denominated financing to variable rate U.S. dollar-denominated financing. The Euro 350 million interest rate swap agreement was designated as a fair value hedge of the Euro 350 million in fixed rate debt pursuant to SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133). In accordance with SFAS No. 133, the interest rate swap and underlying Eurobond have been marked-to-market via the income statement with no net impact to the income statement. As of June 30, 2005 and December 31, 2004, the accumulated fair value of the interest rate swap was $12.8 million and $14.7 million, respectively, and was recorded in Prepaid Expenses and Other Current Assets and Other Noncurrent Assets. The notional amount of the underlying Eurobond was increased by a corresponding amount at June 30, 2005 and December 31, 2004. 19

From inception through the first quarter of 2003, the cross-currency element of the integrated transaction was not designated as a hedge and changes in the fair value of the cross-currency element of the integrated transaction were marked-to-market in the income statement, completely offsetting the impact of the change in exchange rates on the Eurobonds that were also recorded in the income statement. In the first quarter of 2003, the Company amended the cross-currency element of the integrated transaction to realize the $ 51.8 million of accumulated value of the cross-currency swap. The amendment eliminated the final payment (at a fixed rate of $.90) of $315 million by the Company in exchange for the final payment of Euro 350 million by the counterparty in return for the counterparty paying the Company LIBOR plus 4.29% for the remaining term of the agreement or approximately $14.0 million on an annual basis. Other cash flows associated with the cross-currency element of the integrated transaction, included the Company's obligation to pay on $315 million LIBOR plus approximately 1.34% and the counterparty's obligation to pay on Euro 350 million LIBOR plus approximately 1.47%, remained unchanged by the amendment. As a result of this amendment, the Company became economically exposed to the impact of exchange rates on the Euro 350 million Eurobonds and designated the Eurobonds as a hedge of net investment, on the date of the amendment and thus the impact of translation changes related to the final principal payment are recorded in accumulated other comprehensive income. Additionally, the cross-currency element of the integrated transaction continued to be marked-to-market in the income statement (completely offset by the corresponding change in the Eurobonds) through June 2005 when the Company also terminated this component of the integrated transaction. Upon termination, the Company realized the remaining $20.1 million of accumulated value of the swap. The termination of the cross-currency basis swap resulted in the Company becoming exposed to variable Euro interest rate risk for the remaining term of the bond. Hedges of Net Investments in Foreign Operations The Company has numerous investments in foreign subsidiaries. The net assets of these subsidiaries are exposed to volatility in currency exchange rates. Currently, the Company uses non-derivative financial instruments, including foreign currency denominated debt held at the parent company level and long-term intercompany loans, for which settlement is not planned or anticipated in the foreseeable future and derivative financial instruments to hedge some of this exposure. Translation gains and losses related to the net assets of the foreign subsidiaries are offset by gains and losses in the non-derivative and derivative financial instruments designated as hedges of net investments. At June 30, 2005 and December 31, 2004, the Company had Euro-denominated, Swiss franc-denominated, and Japanese yen-denominated debt (at the parent company level) to hedge the currency exposure related to a designated portion of the net assets of its European, Swiss, and Japanese subsidiaries. At June 30, 2005 and December 31, 2004, the accumulated translation gains on investments in foreign subsidiaries, primarily denominated in Euros, Swiss francs and Japanese yen, net of these debt hedges, were $74.0 million and $179.4 million, respectively, which was included in Accumulated Other Comprehensive income. Other The aggregate net fair value of the Company's derivative instruments at June 30, 2005 and December 31, 2004 was $27.8 million and $36.0 million, respectively. In accordance with SFAS 52, "Foreign Currency Translation", the Company utilizes long-term intercompany loans, for which settlement is not planned or anticipated in the foreseeable future, to eliminate foreign currency transaction exposures of certain foreign subsidiaries. Net gains or losses related to these long-term intercompany loans are included in "Accumulated other comprehensive income ". NOTE 11- COMMITMENTS AND CONTINGENCIES DENTSPLY and its subsidiaries are from time to time parties to lawsuits arising out of their respective operations. The Company believes it is unlikely that pending litigation to which DENTSPLY is a party will have a material adverse effect upon its consolidated financial position or results of operations. 20

In June 1995, the Antitrust Division of the United States Department of Justice initiated an antitrust investigation regarding the policies and conduct undertaken by the Company's Trubyte Division with respect to the distribution of artificial teeth and related products. On January 5, 1999, the Department of Justice filed a Complaint against the Company in the U.S. District Court in Wilmington, Delaware alleging that the Company's tooth distribution practices violate the antitrust laws and seeking an order for the Company to discontinue its practices. The trial in the government's case was held in April and May 2002. On August 14, 2003, the Judge entered a decision that the Company's tooth distribution practices do not violate the antitrust laws. The Department of Justice appealed this decision to the U.S. Third Circuit Court of Appeals. A panel of three Judges of the Third Circuit Court issued its decision on February 22, 2005 and reversed the decision of the District Court. The effect of this decision, if it withstands any appeal challenge by the Company, will be the issuance of an injunction requiring DENTSPLY to discontinue its policy of not allowing its tooth dealers to take on new competitive teeth lines. This decision relates only to the distribution of artificial teeth sold in the U.S. The Company filed a petition with the Third Circuit requesting a rehearing of this decision by the full Third Circuit Court, which petition was denied. The Company plans to file a petition with the U.S. Supreme Court asking it to hear an appeal of the Third Circuit Court decision. While the Company believes its tooth distribution practices do not violate the antitrust laws, we are confident that we can continue to develop this business regardless of the final legal outcome. Subsequent to the filing of the Department of Justice Complaint in 1999, several private party class actions were filed based on allegations similar to those in the Department of Justice case, on behalf of laboratories, and denture patients in seventeen states who purchased Trubyte teeth or products containing Trubyte teeth. These cases were transferred to the U.S. District Court in Wilmington, Delaware. The private party suits seek damages in an unspecified amount. The Court has granted the Company's Motion on the lack of standing of the laboratory and patient class actions to pursue damage claims. The Plaintiffs in the laboratory case have appealed this decision to the Third Circuit and the Court held oral argument in April 2005. Also, private party class actions on behalf of indirect purchasers were filed in California and Florida state courts. The California and Florida cases have been dismissed by the Plaintiffs following the decision by the Federal District Court Judge issued in August 2003. On March 27, 2002, a Complaint was filed in Alameda County, California (which was transferred to Los Angeles County) by Bruce Glover, D.D.S. alleging, inter alia, breach of express and implied warranties, fraud, unfair trade practices and negligent misrepresentation in the Company's manufacture and sale of Advance(R) cement. The Complaint seeks damages in an unspecified amount for costs incurred in repairing dental work in which the Advance(R) product allegedly failed. The Judge has entered an Order granting class certification, as an Opt-in class (this means that after Notice of the class action is sent to possible class members, a party will have to determine they meet the class definition and take affirmative action in order to join the class) on the claims of breach of warranty and fraud. In general, the Class is defined as California dentists who purchased and used Advance(R) cement and were required, because of failures of the cement, to repair or reperform dental procedures. The Notice of the class action was sent on February 23, 2005 to the approximately 29,000 dentists licensed to practice in California during the relevant period and a total of 168 dentists have opted into the class action. The Advance(R) cement product was sold from 1994 through 2000 and total sales in the United States during that period were approximately $5.2 million. The Company's primary level insurance carrier has confirmed coverage for the breach of warranty claims in this matter. 21

DENTSPLY INTERNATIONAL INC. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Certain statements made by the Company, including without limitation, statements containing the words "plans", "anticipates", "believes", "expects", or words of similar import constitute forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and uncertainties which may materially affect the Company's business and prospects, and should be read in conjunction with the risk factors discussed herein and within the Company's Annual Report on Form 10-K for the year ended December 31, 2004. OVERVIEW Dentsply International Inc. is the world's largest manufacturer of professional dental products. The Company is headquartered in the United States, and operates in more than 120 other countries, principally through its foreign subsidiaries. While the United States and Europe are the Company's largest markets, the Company serves all of the major professional dental markets worldwide. The Company monitors numerous benchmarks in evaluating its business, including: (1) internal growth in the United States, Europe and all other regions; (2) the development, introduction and contribution of innovative new products; (3) growth through acquisition; and (4) continued focus on controlling costs and enhancing efficiency. We define "internal growth" as the increase in our net sales from period to period, excluding precious metal content, the impact of changes in currency exchange rates, and the net sales, for a period of twelve months following the transaction date, of businesses that we have acquired or divested. Management believes that an average overall internal growth rate of 4-6% is a long-term sustainable rate for the Company. During the first six months of 2005, the Company's overall internal growth was 1.2% compared to 4.0% for the full year 2004. Our internal growth rates in the United States (43% of sales) and Europe (37% of sales), the largest dental markets in the world, were 5.7% and negative 5.3%, respectively during the first six months of 2005 compared to 3.4% and 4.1%, respectively for the full year 2004. As discussed further within the Results of Continuing Operations, the lower sales in Europe were primarily due to issues related to a new dental reimbursement program effective in 2005 in Germany, the Company's most significant market in this region. Our internal growth rate in all other regions during the first half of 2005, which represents approximately 20% of our sales, was 4.3%, compared to 5.2% for the full year 2004. Among the other regions, the Asian region, has historically been one of our highest growth markets and management believes it represents a long-term growth opportunity for the industry and the Company. Also within the other region is the Japanese market, which represents the third largest dental market in the world behind the United States and Europe. Although Japan's dental market growth has been weak in the past few years, as it closely parallels its economic growth, the Company also views this market as an important long-term growth opportunity, both in terms of a recovery in the Japanese economy and the opportunity to increase our market share. During the second quarter of 2005, the Company has seen positive signs in this market, as it experienced strong internal growth in Japan for the quarter. There can be no assurance that the Company's assumptions concerning the growth rates in its markets or the dental market generally will be correct and if such rates are less than expected, the Company's projected growth rates and results of operations may be adversely effected. Product innovation is a key component of the Company's overall growth strategy. Historically, the company has introduced in excess of twenty new products each year. During 2004, approximately 25 new products were introduced around the world and the Company expects approximately 20 new products to be introduced in 2005. Of specific note, in late 2004, the Company introduced Oraqix(R), its new non-injectible anesthetic gel for use in scaling and root planing procedures and BioPure MTAD, a new irrigant used in root canal procedures. In the first quarter of 2005, the Company introduced Calamus, a unique obturation delivery system used in root canal procedures and Xeno IV, the Company's first introduction of single component self etching adhesive technology to the US market. In addition, during the second quarter of 2005, we introduced Interactive Mystique. This is the world's first low friction translucent ceramic orthodontic bracket. It has a clear interactive clip called Neoclip, which can be rapidly placed and removed from Mystique, our ceramic bracket. 22

New advances in technology are anticipated to have a significant influence on future products in dentistry. As a result, the Company has pursued several research and development initiatives to support this development. Specifically, the Company continues to work on product activities with the Georgia Institute of Technology's Research Institute and Doxa AB to pursue potential new advances in dentistry. In addition, the Company licenses and purchases technologies developed by other third parties. Specifically, in 2004, the Company purchased the rights to a unique compound called SATIF from Sanofi-Aventis. The Company is currently working to develop products based on this technology and believes that this compound will provide such benefits to future products as greater protection against enamel caries, the ability to desensitize exposed dentin and the ability to retard, or to inhibit the formation of staining on the enamel. Although we believe these activities will lead to new innovative dental products, they involve new technologies and there can be no assurance that commercialized products will be developed. Although the professional dental market in which the Company operates has experienced consolidation, it is still a fragmented industry. The Company continues to focus on opportunities to expand the Company's product offerings through acquisition. Management believes that there will continue to be adequate opportunities to participate as a consolidator in the industry for the foreseeable future. As further discussed in Note 4 to the Consolidated Condensed Financial Statements, during the first six months of 2005 the Company purchased GAC SA, Raintree Essix and Glenroe Technologies. All three of the acquired companies specialize in the orthodontics products market. The Company expects these acquisitions to increase full year 2005 sales by approximately $25 million. The Company also remains focused on reducing costs and improving competitiveness. Management expects to continue to consolidate operations or functions and reduce the cost of those operations and functions while improving service levels. In addition, the Company remains focused on enhancing efficiency through expanded use of technology and process improvement initiatives. The Company believes that the benefits from these opportunities will improve the cost structure and offset areas of rising costs such as energy, benefits, regulatory oversight and compliance and financial reporting in the United States. The Company completed construction of a dental anesthetic filling plant outside Chicago in 2004. Earlier this year the plant received the approval and validation of the manufacturing practices by the Medicines and Healthcare products Regulatory Agency ("MHRA"), the agency responsible for drug product approvals in the United Kingdom, and which is accepted by Ireland, Australia and New Zealand. As a result, the Plant began releasing products to the market in the United Kingdom and Australia in the second quarter of this year. The Company made a submission to the Food and Drug Administration ("FDA") in spring 2005 to obtain the necessary facility approval to sell in the United States the injectible anesthetic products manufactured at the plant. The FDA conducted a Pre-Approval Inspection in July 2005 and identified items that need to be addressed in connection with the U.S. inspection and submission. The Company is working to address such items and anticipates that resubmission for approval to the FDA will be made in early 2006, with approval expected by the end of 2006. Additionally, the Company plans to communicate with the MHRA regarding these items, as well as the Company's action plans. The Company cannot predict with certainty the timing of approval by the FDA or the response of the MHRA. The Company has had contract manufacturing relationships with AstraZeneca, which it is in the process of renewing, for supply of product in the markets intended to be supplied by the plant until the Company obtains the necessary approvals. While that supply has been adequate to date, there can be no assurance that the Company will be able to obtain an adequate supply of its injectible anesthetic products in the future in the event that the requisite approvals are not timely received from the FDA or maintained in each market served by the Company. 23

RESULTS OF CONTINUING OPERATIONS, QUARTER ENDED JUNE 30, 2005 COMPARED TO QUARTER ENDED JUNE 30, 2004 Net Sales The discussions below summarize the Company's sales growth, excluding precious metals, from internal growth and net acquisition growth and highlights the impact of foreign currency translation. These disclosures of net sales growth provide the reader with sales results on a comparable basis between periods. As the presentation of net sales excluding precious metal content could be considered a measure not calculated in accordance with generally accepted accounting principles (a non-GAAP measure), the Company provides the following reconciliation of net sales to net sales excluding precious metal content. Our definitions and calculations of net sales excluding precious metal content and other operating measures derived using net sales excluding precious metal content may not necessarily be the same as those used by other companies. Three Months Ended June 30, 2005 2004 (in millions) Net Sales $ 444.8 $ 424.4 Precious Metal Content of Sales (44.0) (51.2) Net Sales Excluding Precious Metal Content $ 400.8 $ 373.2 Management believes that the presentation of net sales excluding precious metal content provides useful information to investors because a significant portion of DENTSPLY's net sales is comprised of sales of precious metals generated through sales of the Company's precious metal alloy products, which are used by third parties to construct crown and bridge materials. Due to the fluctuations of precious metal prices and because the precious metal content of the Company's sales is largely a pass-through to customers and has minimal effect on earnings, DENTSPLY reports sales both with and without precious metal content to show the Company's performance independent of precious metal price volatility and to enhance comparability of performance between periods. The Company uses its cost of precious metal purchased as a proxy for the precious metal content of sales, as the precious metal content of sales is not separately tracked and invoiced to customers. The Company believes that it is reasonable to use the cost of precious metal content purchased in this manner since precious metal alloy sale prices are adjusted when the prices of underlying precious metals change. Net sales for the quarter ended June 30, 2005 increased $20.4 million, or 4.8%, from the same period in 2004 to $444.8 million. Net sales, excluding precious metal content, increased $27.6 million, or 7.4%, to $400.8 million. Sales growth excluding precious metal content was comprised of 3.9% of internal growth and 2.2% of foreign currency translation and 1.3% related to acquisitions. The 3.9% internal growth was comprised of 4.7% in the United States, 1.8% in Europe and 5.9% for all other regions combined. The internal sales growth, excluding precious metal content, in the United States was driven by strong growth in specialty dental and dental consumable product categories, offset somewhat by lower sales in the dental laboratory product category. In Europe, the low internal growth resulted from lower sales in the dental laboratory category offset by strong growth in the specialty dental category. Similar to the first quarter, the decrease in the laboratory category was primarily related to reimbursement issues in the German dental market caused by the slow implementation of a new dental reimbursement program for prosthetic procedures which became effective in 2005. The prosthetic area of the German dental market has improved in the second quarter compared to the first quarter as the dentists, laboratories, insurance companies and patients have become more familiar with the new reimbursement program and the backlog of requested procedures is being reduced. Although we expect that the German market will continue to improve throughout the year, we anticipate that the market in Germany will be lower in 2005 than 2004, which is negatively impacting the European internal growth for 2005. The internal growth of 5.9% in all other regions was largely the result of strong growth in the Asian and Middle East/Africa regions and Japan, partially offset by lower sales in Canada. 24

Gross Profit Gross profit was $227.3 million for the quarter ended June 30, 2005 compared to $212.1 million in 2004, an increase of $15.2 million, or 7.2%. Gross profit, measured against sales including precious metal content, represented 51.1% of net sales in 2005 compared to 50.0% in 2004. The gross profit for the second quarter of 2005, measured against sales excluding precious metal content, represented 56.7% of net sales compared to 56.8% in 2004. This slight margin decline from 2005 to 2004 was due to the decrease in the laboratory product sales in Europe as discussed above and start-up costs related to the new anesthetic facility, offset by the impact of new products and manufacturing improvements in many of the Company's businesses. Operating Expenses Selling, general and administrative ("SG&A") expense increased $12.2 million, or 9.1%, to $146.4 million during the three months ended June 30, 2005 from $134.2 million in 2004. The 9.1% increase in expenses reflects increases for the translation impact from a weaker U.S. dollar of approximately $3.1 million. SG&A expenses, measured against sales including precious metal content, increased to 32.9% in 2005 compared to 31.6% in 2004. SG&A expenses, as measured against sales excluding precious metal content, increased to 36.5% in 2005 compared to 35.9% in 2004. The higher expense ratio in 2005 primarily resulted from higher expense ratios related to the acquired businesses and costs related to the biennial International Dental Show ("IDS"), in addition to the lower sales level. During the quarter ended June 30, 2005, the Company recorded restructuring and other income of $0.2 million. This amount included income of $0.3 million recorded for severance provision adjustments related to the consolidation of certain sales/customer service facilities in Europe and the formation of a European Shared Services Center in Yverdon, Switzerland. The primary objective of these restructuring initiatives is to improve operational efficiencies and to reduce costs within the related businesses. These plans are expected to be fully complete by the first quarter of 2006. The Company also incurred additional charges of $0.1 million related to the consolidation of its U.S. laboratory businesses, which was initiated in the fourth quarter of 2003. The Company made the decision to consolidate the United States laboratory businesses in order to improve operational efficiencies, to broaden customer penetration and to strengthen customer service. This plan was substantially complete as of June 30, 2005 (See also Note 9 to the Consolidated Condensed Financial Statements). The Company anticipates the remaining costs to complete these restructuring initiatives will be approximately $0.7 million which will be expensed during the remainder of 2005 as the related costs are incurred. These plans are projected to result in future annual expense reductions of $4 to $6 million when fully implemented in 2006. Other Income and Expenses Net interest and other expenses was $0.7 million during the three months ended June 30, 2005 compared to $5.2 million in 2004. The 2005 period included $2.3 million of net interest expense, $1.1 million of currency transaction gains and $0.5 million of other nonoperating costs. The 2004 period included $4.6 million of net interest expense, $1.0 million of currency transaction losses and $0.4 million of other nonoperating income. The decrease in net interest expense was primarily due to increased interest income generated from the Company's higher average cash levels and lower debt levels in addition to the positive impact of cross currency interest rate swaps put into place in the first quarter of 2005. Income Taxes/Earnings The Company's effective tax rate for the quarter ended June 30, 2005 decreased to 28.0% from 32.0% for the same period in 2004. The effective rate for 2005 is reflective of net tax benefits of $1.8 million from the reversal of previously accrued taxes from the settlement of prior years' tax audits. Income from continuing operations increased $8.7 million, or 17.6%, to $57.9 million in 2005 from $49.2 million in 2004. Fully diluted earnings per share from continuing operations were $0.71 in 2005, an increase of 18.3% from $0.60 in 2004. 25

Operating Segment Results In January 2005, the Company reorganized its operating group structure consolidating into four operating groups from the five groups under the prior management structure. These four operating groups are managed by four Senior Vice Presidents and represent our operating segments. Each of these operating groups covers a wide range of product categories and geographic regions. The product categories and geographic regions often overlap across the groups. Further information regarding the details of each group is presented in Note 5 of the Consolidated Financial Statements. The management of each group is evaluated for performance and incentive compensation purposes on net third party sales, excluding precious metal content and segment operating income. U.S. Consumable Business/Canada Net sales for this group were $86.7 million during the quarter ended June 30, 2005, a 4.8% increase compared to $82.8 million in 2004. Internal growth was 3.8% and currency translation added 1.0% to sales in 2005. The chairside consumable products business and the Oraqix product within the dental anesthetics business, were the strongest portions of this group offset by a decrease in the Canadian business due primarily to a warehouse consolidation by a large dealer in that market. Operating profit decreased $1.6 million during the three months ended June 30, 2005 to $24.1 million compared to $25.7 million in 2004. The decrease was primarily related to non-capitalizable costs associated with the new pharmaceutical plant in Chicago, partially offset by strong margins on improved sales in the chairside consumable products business. In addition, operating profit benefited slightly from currency translation. Dental Consumables--Europe, CIS, Middle East, Africa/European Dental Laboratory Business Net sales for this group were $102.6 million during the quarter ended June 30, 2005, a 1.5% decrease compared to $104.2 million in 2004. Internal growth was negative 4.6% with currency translation adding 3.1%. Changes in German reimbursement programs related to prosthetic procedures, as discussed earlier, resulted in slower sales in Germany during the 2005 quarter which was the primary driver of the negative 4.6% internal sales growth. Although the Company believes that the German dental market will improve as the dentists, laboratories, insurance companies and patients become more familiar with the new reimbursement program, we expect that the market in Germany will be lower than 2004 levels, which will negatively impact the group's internal growth for 2005. Operating profit decreased $2.6 million during the three months ended June 30, 2005 to $13.4 million from $16.0 million in 2004. The reduction in operating profit was driven primarily by lower sales, particularly in the German businesses. In addition, operating profit benefited from currency translation. Australia/Latin America/Endodontics/Non-dental Net sales for this group increased $7.7 million during the quarter ended June 30, 2005, or 9.0%, to $93.3 million from $85.6 million in 2004. Internal growth was 5.9% with currency translation adding 3.1%. Strong growth continued in the group's endodontic businesses offset slightly by decreases in the Australian and Brazilian businesses. Operating profit was $38.2 million during the second quarter of 2005, a $1.6 million increase from $36.6 million in 2004. The increase was primarily related to the continued strength of the endodontic business offset by decreases in the Australian and Brazilian businesses. In addition, operating profit benefited from currency translation. 26

U.S. Dental Laboratory Business/Implants/Orthodontics/Japan/Asia Net sales for this group was $118.8 million during the three months ended June 30, 2005, a 16.3% increase compared to $102.1 million in 2004. Internal growth was 10.0%, currency translation added 1.6% to sales in 2004, and 4.7% was added through acquisitions. Significant growth in the orthodontic, implant and Japanese businesses was supported by solid growth in the Asian business, offset by weakness in the U.S. laboratory market. Operating profit increased $8.1 million during the three months ended June 30, 2005 to $22.5 million from $14.4 million in 2004. The increase in operating profits was driven primarily by the sales growth in the implant, orthodontics and Asian businesses. In addition, operating profit benefited from currency translation. RESULTS OF CONTINUING OPERATIONS, SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004 Net Sales The following is a reconciliation of net sales to net sales excluding precious metal content. Six Months Ended June 30, 2005 2004 (in millions) Net Sales $ 851.8 $ 838.8 Precious Metal Content of Sales (81.7) (107.0) Net Sales Excluding Precious Metal Content $ 770.1 $ 731.8 Net sales for the six months ended June 30, 2005 increased $13.0 million, or 1.6%, from the same period in 2004 to $851.8 million. Net sales, excluding precious metal content, increased $38.3 million, or 5.2%, to $770.1 million. Sales growth excluding precious metal content was comprised of 1.2% of internal growth and 2.7% of foreign currency translation and 1.3% related to acquisitions. The 1.2% internal growth was comprised of 5.7% in the United States, negative 5.3% in Europe and 4.3% for all other regions combined. The internal sales growth, excluding precious metal content, in the United States was driven by strong growth in specialty dental and dental consumable product categories, offset somewhat by lower sales in the dental laboratory product category. In Europe, the negative internal growth was driven by the lower sales in the dental laboratory category, partially offset by strong growth in the specialty dental category. The decrease in the laboratory category was primarily related to reimbursement issues in the German dental market. The internal growth of 4.3% in all other regions was largely the result of strong growth in the Asian and Middle East/Africa regions, offset by lower sales in Canada. Gross Profit Gross profit was $436.2 million for the six months ended June 30, 2005 compared to $415.9 million in 2004, an increase of $20.3 million, or 4.9%. Gross profit, measured against sales including precious metal content, represented 51.2% of net sales in 2005 compared to 49.6% in 2004. The gross profit for the first half of 2005, measured against sales excluding precious metal content, represented 56.6% of net sales compared to 56.8% in 2004. This slight margin decline from 2005 to 2004 was driven by the decrease in the laboratory product sales in Europe and start-up costs related to the new anesthetic facility, offset by the impact of new products and manufacturing improvements in many of the Company's businesses. 27

Operating Expenses SG&A expense increased $17.7 million, or 6.6%, to $284.9 million during the six months ended June 30, 2005 from $267.2 million in 2004. The 6.6% increase in expenses reflects increases for the translation impact from a weaker U.S. dollar of approximately $7.4 million. SG&A expenses, measured against sales including precious metal content, increased to 33.4% in 2005 compared to 31.9% in 2004. SG&A expenses, as measured against sales excluding precious metal content, increased to 37.0% in 2005 compared to 36.5% in 2004. The higher expense ratio in 2005 primarily resulted from higher expense ratios related to the acquired businesses, costs associated with the Sarbanes-Oxley compliance and costs related to the biennial International Dental Show ("IDS"), in addition to the lower sales level. During the six months ended June 30, 2005, the Company recorded restructuring and other costs of $0.1 million, which included income of $0.1 million for severance provision adjustments related to the consolidation of certain sales/customer service facilities in Europe and the formation of a European Shared Services Center and $0.2 million of additional charges related to the consolidation of its U.S. laboratory businesses (See also Note 9 to the Consolidated Condensed Financial Statements). Other Income and Expenses Net interest and other expenses were $0.5 million during the six months ended June 30, 2005 compared to $10.7 million in 2004. The 2005 period included $6.3 million of net interest expense, $5.9 million of currency transaction gains and $0.1 million of other nonoperating costs. The 2004 period included $9.9 million of net interest expense, $0.7 million of currency transaction losses and $0.1 million of other nonoperating costs. The increase in currency transaction gains during 2005 was primarily the result of a transaction involving the transfer of intangible assets between legal entities with different functional currencies. Exchange transaction gains or losses occur from movement of foreign currency rates between the date of the transaction and the date of final financial settlement. The decrease in net interest expense was primarily due to increased interest income generated from the Company's higher average cash levels and lower debt levels in addition to the positive impact of cross currency interest rate swaps put into place in the first quarter of 2005. Income Taxes/Earnings The Company's effective tax rate for the six months ended June 30, 2005 decreased to 29.1% from 30.6% for the same period in 2004. The effective rate for the 2005 and 2004 periods are reflective of net tax benefits of $2.1 million and $1.2 million, respectively, from the reversal of previously accrued taxes from the settlement of prior years' tax audits. Income from continuing operations increased $11.9 million, or 12.6%, to $106.9 million in 2005 from $95.0 million in 2004. Fully diluted earnings per share from continuing operations were $1.31 in 2005, an increase of 12.9% from $1.16 in 2004. Discontinued Operations In February 2004, the Company sold its Gendex equipment business to Danaher Corporation. Also in the first quarter of 2004, the Company discontinued production of dental needles. Accordingly, the Gendex equipment and needle businesses have been reported as discontinued operations for all periods presented. Income from discontinued operations was $42.9 million and $0.53 per diluted share for the six months ended June 30, 2004, which was almost entirely related to the gain realized on the sale of Gendex business. 28

Operating Segment Results U.S. Consumable Business/Canada Net sales for this group were $166.3 million during the six months ended June 30, 2005, a 6.5% increase compared to $156.2 million in 2004. Internal growth was 5.6% and currency translation added 0.9% to sales in 2005. The chairside consumable products business and the Oraqix product within the dental anesthetics business, were the strongest portions of this group driving the 5.6% internal growth. Operating profit decreased $2.6 million during the six months ended June 30, 2005 to $43.7 million compared to $46.3 million in 2004. The decrease was primarily related to non-capitalizable costs associated with the new pharmaceutical plant in Chicago, partially offset by strong margins on improved sales in the chairside consumable products business. In addition, operating profit benefited slightly from currency translation. Dental Consumables--Europe, CIS, Middle East, Africa/European Dental Laboratory Business Net sales for this group were $198.8 million during the six months ended June 30, 2005, a 6.1% decrease compared to $211.9 million in 2004. Internal growth was negative 10.8% with currency translation adding 4.7%. Changes in German reimbursement programs related to prosthetic procedures, as discussed earlier, resulted in slower sales in Germany during the first six months of 2005 which was the primary driver of the negative 10.8% internal sales growth. Although the Company believes that the German dental market will improve as the dentists, laboratories, insurance companies and patients become more familiar with the new reimbursement program, we expect that the market in Germany will be lower than the 2004 levels. Operating profit decreased $11.9 million during the six months ended June 30, 2005 to $23.3 million from $35.2 million in 2004. The reduction in operating profit was driven primarily by lower sales, particularly in the German businesses. In addition, operating profit benefited from currency translation. Australia/Latin America/Endodontics/Non-dental Net sales for this group increased $13.8 million during the six months ended June 30, 2005, or 8.3%, to $180.5 million from $166.7 million in 2004. Internal growth was 5.4% with currency translation adding 2.9%. Continued solid growth was shown in the endodontic business along with strong growth in the non-dental business and strong growth throughout the Latin American businesses, excluding Brazil, offset slightly by decreases in the Australian business. Operating profit was $77.3 million during the first six months of 2005, a $6.2 million increase from $71.1 million in 2004. The increase was primarily related to the continued strength of the endodontic business. The non-dental business also improved this group's operating profit offset somewhat by the Australian and Brazilian businesses. In addition, operating profit benefited from currency translation. U.S. Dental Laboratory Business/Implants/Orthodontics/Japan/Asia Net sales for this group was $226.1 million during the six months ended June 30, 2005, a 13.0% increase compared to $200.1 million in 2004. Internal growth was 6.2%, currency translation added 2.0% to sales in 2004, and 4.8% was added through acquisitions. Significant growth in the implant, orthodontic and Asian businesses was supported by solid growth in the Japanese business, offset by weakness in the U.S. laboratory markets. Operating profit increased $11.5 million during the six months ended June 30, 2005 to $39.8 million from $28.3 million in 2004. The increase in operating profits was driven primarily by the sales growth in the implant, orthodontics and Asian businesses. In addition, operating profit benefited from currency translation. CRITICAL ACCOUNTING POLICIES There have been no material changes to the Company's disclosure in its 2004 Annual Report on Form 10-K filed March 16, 2005. 29

LIQUIDITY AND CAPITAL RESOURCES Six Months Ended June 30, 2005 Cash flows from operating activities during the six months ended June 30, 2005 was $65.1 million compared to $111.5 million during 2004. The decrease of $46.4 million results primarily from unfavorable working capital changes, most notably with respect to receivables and inventories. Also contributing to this decline, was the payment of a patent litigation settlement and decreased tax benefits related to a lower level of stock option exercise activity versus the prior year, offset somewhat by higher earnings. Investing activities during the first six months of 2005 include capital expenditures of $20.6 million. The Company expects that capital expenditures will range from $55 million to $60 million for the full year of 2005. Acquisition-related activity for the period ended June 30, 2005 was $16.0 million which was primarily related to the acquisitions of GAC SA, Raintree Essix and Glenroe Technologies (see Note 4 to the Consolidated Condensed Financial Statements). In December 2004 the Board of Directors approved a stock repurchase program under which the Company may repurchase shares of stock in an amount to maintain up to 3,000,000 shares of treasury stock. As a result of this program, the Company repurchased 2,044,000 shares at an average cost per share of $55.64 and a total cost of $113.7 million during the in the first half of 2005. During 2005, the Company also settled on 30,000 shares that were purchased in 2004 at a cost of $1.7 million. As of June 30, 2005, the Company held 2,107,000 shares of treasury stock. The Company also received proceeds of $17.7 million as a result of the exercise of 723,000 stock options during the six months ended June 30, 2005. The Company's long-term borrowings decreased by a net of $130.3 million during the period ended June 30, 2005. This net change included debt payments of $48.2 million with the remaining decrease being primarily related to exchange rate fluctuations on debt denominated in foreign currencies and changes in the value of interest rate swaps. During the period ended June 30, 2005, the Company's ratio of long-term debt to total capitalization decreased to 32.5% compared to 35.1% at December 31, 2004. Under its multi-currency revolving credit agreement, the Company is able to borrow up to $500 million through May 2010. This facility is unsecured and contains certain affirmative and negative covenants relating to its operations and financial condition. The most restrictive of these covenants pertain to asset dispositions and prescribed ratios of indebtedness to total capital and operating income plus depreciation and amortization to interest expense. At June 30, 2005, the Company was in compliance with these covenants. The Company also has available an aggregate $250 million under two commercial paper facilities; a $250 million U.S. facility and a $250 million U.S. dollar equivalent European facility ("Euro CP facility"). Under the Euro CP facility, borrowings can be denominated in Swiss francs, Japanese yen, Euros, British pounds and U.S. dollars. The multi-currency revolving credit facility serves as a back-up to these commercial paper facilities. The total available credit under the commercial paper facilities and the multi-currency facility in the aggregate is $250 million and no debt was outstanding under the commercial paper facilities at June 30, 2005. The Company also has access to $53.2 million in uncommitted short-term financing under lines of credit from various financial institutions. The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At June 30, 2005, the Company had unused lines of credit related to the revolving credit agreement and the uncommitted short-term lines of credit of $440.3 million. At June 30,2005, the Company held $63.8 million of precious metals on consignment from several financial institutions. These consignment agreements allow the Company to acquire the precious metal at approximately the same time and for the same price as alloys are sold to the Company's customers. In the event that the financial institutions would discontinue offering these consignment arrangements, and if the Company could not obtain other comparable arrangements, the Company may be required to obtain third party financing to fund an ownership position in the required precious metal inventory levels. 30

The Company's cash balance was $365.7 million at June 30, 2005. The Company has accumulated cash to this level rather than reduce debt due to pre-payment penalties that would be incurred in retiring debt and the related interest rate swap agreements in addition to the low cost of this debt, net of earnings on the cash. The Company anticipates that cash will build throughout 2005, subject to any uses of cash for acquisitions, stock purchases and potential debt prepayment. There have been no material changes to the Company's scheduled contractual cash obligations disclosed in its 2004 Annual Report on Form 10-K filed March 16, 2005. The Company expects on an ongoing basis, to be able to finance cash requirements, including capital expenditures, stock repurchases, debt service, operating leases and potential future acquisitions, from the funds generated from operations and amounts available under its existing credit facilities. Item 3 - Quantitative and Qualitative Disclosures About Market Risk There have been no significant material changes to the market risks as disclosed in the Company's Annual Report on Form 10-K filed for the year ending December 31, 2004. Item 4 - Controls and Procedures The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2005 that have materially affected, or are likely to materially affect, our internal control over financial reporting. The Company is currently centralizing its transaction accounting processing in Europe into our European Shared Services Center and has brought in three locations during the first six months of 2005 and expects the remaining European locations to be complete by the first quarter of 2006. 31

PART II OTHER INFORMATION Item 1 - Legal Proceedings DENTSPLY and its subsidiaries are from time to time parties to lawsuits arising out of their respective operations. The Company believes it is unlikely that pending litigation to which DENTSPLY is a party will have a material adverse effect upon its consolidated financial position or results of operations. In June 1995, the Antitrust Division of the United States Department of Justice initiated an antitrust investigation regarding the policies and conduct undertaken by the Company's Trubyte Division with respect to the distribution of artificial teeth and related products. On January 5, 1999, the Department of Justice filed a Complaint against the Company in the U.S. District Court in Wilmington, Delaware alleging that the Company's tooth distribution practices violate the antitrust laws and seeking an order for the Company to discontinue its practices. The trial in the government's case was held in April and May 2002. On August 14, 2003, the Judge entered a decision that the Company's tooth distribution practices do not violate the antitrust laws. The Department of Justice appealed this decision to the U.S. Third Circuit Court of Appeals. A panel of three Judges of the Third Circuit Court issued its decision on February 22, 2005 and reversed the decision of the District Court. The effect of this decision, if it withstands any appeal challenge by the Company, will be the issuance of an injunction requiring DENTSPLY to discontinue its policy of not allowing its tooth dealers to take on new competitive teeth lines. This decision relates only to the distribution of artificial teeth sold in the U.S. The Company filed a petition with the Third Circuit requesting a rehearing of this decision by the full Third Circuit Court, which petition was denied. The Company plans to file a petition with the U.S. Supreme Court asking it to hear an appeal of the Third Circuit Court decision. While the Company believes its tooth distribution practices do not violate the antitrust laws, we are confident that we can continue to develop this business regardless of the final legal outcome. Subsequent to the filing of the Department of Justice Complaint in 1999, several private party class actions were filed based on allegations similar to those in the Department of Justice case, on behalf of laboratories, and denture patients in seventeen states who purchased Trubyte teeth or products containing Trubyte teeth. These cases were transferred to the U.S. District Court in Wilmington, Delaware. The private party suits seek damages in an unspecified amount. The Court has granted the Company's Motion on the lack of standing of the laboratory and patient class actions to pursue damage claims. The Plaintiffs in the laboratory case have appealed this decision to the Third Circuit and the Court held oral argument in April 2005. Also, private party class actions on behalf of indirect purchasers were filed in California and Florida state courts. The California and Florida cases have been dismissed by the Plaintiffs following the decision by the Federal District Court Judge issued in August 2003. On March 27, 2002, a Complaint was filed in Alameda County, California (which was transferred to Los Angeles County) by Bruce Glover, D.D.S. alleging, inter alia, breach of express and implied warranties, fraud, unfair trade practices and negligent misrepresentation in the Company's manufacture and sale of Advance(R) cement. The Complaint seeks damages in an unspecified amount for costs incurred in repairing dental work in which the Advance(R) product allegedly failed. The Judge has entered an Order granting class certification, as an Opt-in class (this means that after Notice of the class action is sent to possible class members, a party will have to determine they meet the class definition and take affirmative action in order to join the class) on the claims of breach of warranty and fraud. In general, the Class is defined as California dentists who purchased and used Advance(R) cement and were required, because of failures of the cement, to repair or reperform dental procedures. The Notice of the class action was sent on February 23, 2005 to the approximately 29,000 dentists licensed to practice in California during the relevant period and a total of 168 dentists have opted into the class action. The Advance(R) cement product was sold from 1994 through 2000 and total sales in the United States during that period were approximately $5.2 million. The Company's primary level insurance carrier has confirmed coverage for the breach of warranty claims in this matter. 32

Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities In December 2004 the Board of Directors approved a stock repurchase program under which the Company may repurchase shares of stock in an amount to maintain up to 3,000,000 shares of treasury stock. During the quarter ended June 30, 2005, the Company had the following activity with respect to this repurchase program: Number Of Shares That May be Purchased Total Number Total Cost Average Price Under The Share Of Shares Of Shares Paid Per Repurchase Period Purchased Purchased Share Program (in thousands, except per share amounts) April 1-30, 2005 175.0 $ 9,503 $ 54.30 2,268.0 May 1-31, 2005 802.3 44,475 55.43 1,579.0 June 1-30, 2005 545.0 30,328 55.65 893.0 1,522.3 $ 84,306 $ 55.38 Item 4 - Submission of Matters to a Vote of Security Holders (a) On May 11, 2005, the Company held its 2005 Annual Meeting of stockholders. (b) Not applicable. (c) The following matters were voted upon at the Annual Meeting, with the results indicated: 1. Election of Class I Directors: Nominee Votes For Votes Withheld Dr. Michael C. Alfano 74,438,898 761,991 Eric K. Brandt 74,681,378 519,511 William F. Hect 74,307,995 892,894 Francis J. Lunger 74,683,572 517,317 2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP, independent registered public accounting firm, to audit the financial statements of the Company and to audit the Company's internal control over financial reporting for the year ending December 31, 2005: Votes For: 74,690,866 Votes Against: 466,376 Abstentions: 43,646 3. Proposal to approve the Amended and Restated Dentsply International Inc. 2002 Equity Incentive Plan: Votes For: 47,389,533 Votes Against: 18,182,055 Abstentions: 783,953 Broker Non-Votes: 8,845,348 Item 6 - Exhibits (a) Exhibits 31 Section 302 Certification Statements. 32 Section 906 Certification Statement. 33

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. DENTSPLY INTERNATIONAL INC. August 5, 2005 /s/ Gerald K. Kunkle, Jr. Date Gerald K. Kunkle, Jr. Chairman and Chief Executive Officer August 5, 2005 /s/ William R. Jellison Date William R. Jellison Senior Vice President and Chief Financial Officer 34

Exhibit 31.1

Section 302 Certifications Statement

I, Gerald K. Kunkle, Jr., certify that:

1.    I have reviewed this Form 10-Q of DENTSPLY International Inc;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make
      the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered
      by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows
      of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to
        us by others within those entities, particularly during the period in
        which this report is being prepared;

        (b) Designed such internal control over financial reporting, or
        caused such internal control over financial reporting to be designed
        under our supervision, to provide reasonable assurance regarding the
        reliability of financial reporting and the preparation of financial
        statements for external purposes in accordance with generally accepted
        accounting principles:

        (c) Evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures, as
        of the end of the period covered by this report based on such
        evaluation; and

        (d) Disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal controls over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors:

        (a) All significant deficiencies and material weaknesses in the design
        or operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

        (b) Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's
        internal control over financial reporting.

Date: August 5, 2005




/s/ Gerald K. Kunkle, Jr.
    ----------------------------------

    Chairman and Chief Executive Officer
Exhibit 31.2

Section 302 Certifications Statement

I, William R. Jellison, certify that:

1.    I have reviewed this Form 10-Q of DENTSPLY International Inc;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make
      the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered
      by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows
      of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a) Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to
        us by others within those entities, particularly during the period in
        which this report is being prepared;

        (b) Designed such internal control over financial reporting, or
        caused such internal control over financial reporting to be designed
        under our supervision, to provide reasonable assurance regarding the
        reliability of financial reporting and the preparation of financial
        statements for external purposes in accordance with generally accepted
        accounting principles:

        (c) Evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures, as
        of the end of the period covered by this report based on such
        evaluation; and

        (d) Disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal controls over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors:

        (a) All significant deficiencies and material weaknesses in the design
        or operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

        (b) Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's
        internal control over financial reporting.

Date: August 5, 2005




/s/ William R. Jellison
    --------------------------------


     Senior Vice President and Chief Financial Officer

Exhibit 32




                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Quarterly  Report of DENTSPLY  International  Inc. (the
"Company")  on Form 10-Q for the period  ending June 30, 2005 as filed with the
Securities  and  Exchange  Commission  on the date hereof (the  "Report"),  We,
Gerald K. Kunkle,  Jr., Chief Executive  Officer and Chairman of the Board
of  Directors  of the Company and William R.  Jellison,  Senior Vice  President
and Chief  Financial  Officer of the  Company,  certify,  pursuant to 18 U.S.C.
1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of our knowledge and belief:

(1)   The Report fully  complies  with the  requirements  of Sections  13(a) or
           15(d) of the Securities Exchange Act of 1934; and

(2)   The information  contained in the Report fairly presents, in all material
           respects,  the  financial  condition and result of operations of the
           Company as of the date of the Report.


/s/ Gerald K. Kunkle, Jr.
Gerald K. Kunkle, Jr.
Chief Executive Officer and
Chairman of the Board of Directors


/s/ William R. Jellison
William R. Jellison
Senior Vice President and
Chief Financial Officer


August 5, 2005