This transcript includes some company data that does not directly conform to
generally acceptable accounting principles, or GAAP. Management believes that
the presentation of some non-GAAP data provides investors with additional
insight into the ongoing operations of the business. These measures should not
be viewed as an alternative to GAAP measures of performance. Furthermore, these
measures may not be consistent with similar measures provided by other
companies. The following are reconciliation schedules that provide
reconciliations of these non-GAAP financial measures to the most closely
comparable measures determined in accordance with GAAP.


Sales Excluding PM:


                                                                Three Months Ended
                                                                   September 30,
                                                              2005              2004
                                                                  (in millions)
                                                                            
Net Sales                                                       $ 416.0           $ 390.0
Precious Metal Content of Sales                                   (42.5)            (44.8)
Net Sales Excluding Precious Metal Content                      $ 373.5           $ 345.2





                                                                Nine Months Ended
                                                                   September 30,

                                                              2005              2004
                                                                  (in millions)
                                                                          
Net Sales                                                     $ 1,267.8         $ 1,228.7
Precious Metal Content of Sales                                  (124.2)           (151.7)
Net Sales Excluding Precious Metal Content                    $ 1,143.6         $ 1,077.0




Earnings Excluding Certain One Time Impacts

Three Months Ended September 30, 2005:


                                                                          Income             Diluted
                                                                        (Expense)           Per Share
                                                                     -----------------   -----------------
                                                                                             
Loss from Continuing Operations                                             $ (60,805)             $(0.77)

Charges for Unusual Items:

      Impairment Charge                                                       111,595                1.41

Dilutive Effect of Including Potential
      Outstanding Shares on Earnings Per Share (a)                                  -               (0.01)
                                                                     -----------------   ----------------
Earnings From Continuing Operations Before Unusual Items                     $ 50,790               $0.63
                                                                     =================   ================

<FN>
<F1>(a) For the three months ended September 30, 2005, the dilutive weighted
average number of common shares outstanding excluded potential common shares
from stock options of 1,324. These shares were excluded from the GAAP
calculation of earnings per share due to their antidilutive effect resulting
from the loss from continuting operations.
</FN>




Three Months Ended September 30, 2004:


                                                                          Income             Diluted
                                                                        (Expense)           Per Share
                                                                    -------------------------------------
                                                                                             
Income from Continuing Operations                                            $ 46,344               $0.57

Charges (Income) for Unusual Items:

      Reduction of Income Taxes for Prior Period Items                         (2,848)              (0.04)

      Restructuring Charges                                                     1,317                0.02
                                                                    -----------------   -----------------

Earnings From Continuing Operations Before Unusual Items                     $ 44,813               $0.55
                                                                    =================   =================













                      DENTSPLY INTERNATIONAL, INCORPORATED

                             Moderator: Gary Kunkle
                                October 25, 2005
                                   7:30 am CT


Operator:             Good morning. My name is (Michelle) and I will be your
                      conference facilitator today. At this time I would like to
                      welcome everyone to the DENTSPLY International Third
                      Quarter Earnings Release conference call. All lines have
                      been placed on mute to prevent any background noise.

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

                      I would now like to turn the call over to Mr. Gary Kunkle,
DENTSPLY's Chairman and Chief Executive Officer.

Gary Kunkle:          Thank you, (Michelle). Good morning and thank you for
                      joining the DENTSPLY Third Quarter 2005 conference call.

                      My name is Gary Kunkle and I am the Chairman and Chief
                      Executive Officer. Also with me today are Tom Whiting, our
                      President and Chief Operating Officer, and Bill Jellison,
                      Senior Vice President and Chief Financial Officer.

                      I'll begin the call with some overview comments regarding
                      our third quarter results and our overall business. Then
                      before turning the call over to Bill I'll conclude with
                      some remarks looking at the outlook and the balance of the
                      year.

                      Bill will then go through more details of the P&L and the
                      balance sheet and finally we'll all be pleased to answer
                      any questions that you may have.

                      Before we get started it's important to note that this
                      conference call may include forward-looking statements
                      involving risks and uncertainties. These should be
                      considered in conjunction with the risk factors and
                      uncertainties described in the company's most recent
                      annual report on form 10K and its subsequent periodic
                      reports on form 10Q filed with the Securities and Exchange
                      Commission.

                      This conference in its entirety will be part of an 8K
                      filing and will be available on our Web site.

                      By now each of you should have received a copy of our
                      third quarter earnings announcement released yesterday
                      after the market closed. Let me first talk about the
                      pharmaceutical business and what led to the impairment of
                      the intangible asset related to the injectable anesthetic
                      products this quarter.

                      As we have said from the inception of the construction of
                      this facility, we expect the benefit to add considerable
                      profit to this segment when it's finally fully
                      operational. This plant currently provides products for
                      our UK, Australian and New Zealand markets. It is expected
                      to eventually be the provider of a more cost-effective
                      product for the U.S. and Japanese markets compared to our
                      current contract pricing.

                      It'll also be the source of production for new
                      formulations such as an articaine formulation alternative
                      to existing competition. And finally it will also house
                      the production for Oraqix, our non-injectable oral
                      anesthetic.

                      While we have not previously provided specific
                      expectations for improved profitability, I believe it's
                      important to point out that despite the impacts from the
                      adjusted assumptions and the delay in the approval of the
                      facility, we still believe the combined opportunities for
                      improvement within this business should increase the
                      profitability of the U.S. consumables business segment by
                      a minimum annual benefit of 10 cents to 12 cents per share
                      when it's fully implemented.

                      Our previous estimates called for approval in late 2005.
                      This actually recognized that our supply agreement with
                      AstraZeneca covered us for potential delays beyond that
                      point and also with start up costs, had us beginning to
                      realize the benefit of the new plant in 2007. This benefit
                      is now projected to begin in 2008 and Bill will address
                      this in more detail with his comments about the impairment
                      charge.

                      Let me now focus on the quarterly results excluding the
                      impairment charge. Looking at sales, our reported sales
                      during the third quarter were $416 million. This
                      represented an increase of 6.7% as reported and 8.2% if
                      you exclude the precious metal content. The 8.2% sales
                      gain for the quarter broke out as follows; base business
                      was 5.4%, foreign exchange was .8% and acquisitions were
                      2%.

                      The geographic-based business growth ex PM was as follows.
                      The United States was 7.6%, Europe was 4.7% and the
                      balance of the world was 1.3%.

                      While the dental reimbursement issues in Germany continue
                      to have an impact on our European and overall performance
                      we're pleased to see the improving trend in the German
                      market during the year. There are two factors however that
                      need to be considered as we look at the third and fourth
                      quarters.

                      As many of you may recall, on our third quarter conference
                      call last year Europe had virtually no growth in the
                      quarter as budgets for reimbursement in Germany were
                      running out and consequently procedures were being
                      postponed.

                      This did provide for a more favorable comparison this
                      quarter offsetting some of the impact of the reimbursement
                      changes however entering the fourth quarter of 2004 and in
                      anticipation of the proposed reimbursement changes coming
                      in 2005 and quite frankly not clearly understanding them,
                      consumers demanded that the German regulators lift budget
                      restrictions for the balance of the calendar year of 2004
                      resulting in a higher level of procedures during the
                      fourth quarter of 2004.

                      Of course we'll have that as a challenging comparison in
                      Germany as we enter the fourth quarter of 2005 under the
                      new reimbursement scheme.

                      There has been a tremendous focus on the German
                      reimbursement in 2005 and that's appropriate given the
                      fact that Germany represents 50% plus of our European
                      business. But it's also important to note that our base
                      business growth in Europe if you exclude the affected
                      businesses in Germany is 11% for the quarter and 8.6%
                      year-to-date and this is in a market that average growth
                      historically has been 3.5%.

                      So it's really this kind of performance in Europe and
                      other markets in the world that has provided the necessary
                      offset to the effects of Germany for the year. Now we also
                      expect that our German businesses will deliver a positive
                      internal growth in 2006 versus 2005 especially in the
                      first half of the year.

                      Moving on to the United States, we are extremely pleased
                      with the continued strong growth in the U.S. of 7.6%
                      overall for the quarter and 6.3% year-to-date. We had
                      exceptionally strong sales in our chair-side businesses.
                      Those are products sold to dental offices. This was led by
                      double-digit growth in orthodontics, implants and
                      anesthetics really driven by Oraqix.

                      The lab business had modest growth overall but had
                      double-digit growth in the crown and bridge category which
                      was really led by our Cercon all-ceramic materials.

                      We also recently announced the formation of DENTSPLY North
                      America. This is a new sales organization that effectively
                      combines the field and sales management functions for our
                      U.S. distributor business. We believe that this structure
                      will provide opportunities for improved cross-divisional
                      selling synergies. It'll provide a single point of contact
                      for our distributors, more consistency in customer
                      processes and policies and it also will expand our
                      cross-divisional merchandising support.

                      We're really excited about this change as are our field
                      sales organization and we think it'll provide an improved
                      support to our distributor partners and also deliver
                      improved value to our end user or customers.

                      I had mentioned during the last conference call that we're
                      seeing lab work in the U.S. move offshore to lower lab
                      cost areas around the world. We are addressing this in two
                      ways. First of all we're promoting Cercon as an
                      all-ceramic, more aesthetic, low labor solution. This is
                      being driven by our new software for Cercon that provides
                      a better, more efficient utilization of the Cercon block
                      thus making it an economically competitive alternative to
                      both precious and non-precious crowns and bridges.

                      Also we are finalizing a strategy to provide labs with a
                      low cost alternative to compete with offshore labs. This
                      alternative will also guarantee the lab that only
                      FDA-approved materials will be used and lab will receive
                      the same service and support they have always received
                      from our U.S. DENTSPLY Lab division.

                      These are advantages that currently are not offered by
                      offshore labs today. We expect to have this strategy
                      operational in the fourth quarter and available to labs in
                      early 2006.

                      Looking at the rest of the world, the balance of the world
                      grew internally by 1.3%. This was led by continued strong
                      growth in Asia but was really offset by weak quarterly
                      performances in Latin America and the Middle East really
                      due to the volatility of those regions and their
                      economies.

                      I mentioned several new products during earlier conference
                      calls this year that continue to perform well. Oraqix, our
                      new non-injectable dental anesthetic continues to perform
                      extremely well, BioPure, our new irrigant that's used to
                      disinfect the canal in root canal procedures, and Calamus
                      which is a very unique, simple, and user-friendly
                      obturation delivery system that's also used in root canal
                      procedures.

                      And the final one that I have talked about in the past is
                      Interactive Mystique. This is the world's first
                      low-friction translucent ceramic bracket. It's a clear
                      clip that is applied to Mystique, our new ceramic bracket,
                      and it engages the wire similarly to self-ligation, which
                      is known for its benefits of reduced appointment time and
                      approved oral hygiene.

                      Adding to these new products, there were several releases
                      in the third quarter; I'll discuss a few. TPH3 is a new
                      generation of restorative material that provides improved
                      handling. It provides excellent aesthetics and simplicity
                      of application for the dental professional.

                      Also, we introduced Cercon Arts which is a new software
                      system for Cercon that allows the technician to develop
                      the coping from the stone model thus eliminating
                      additional steps of a traditional wax up. It also provides
                      the lab with better utilization of the Cercon block and as
                      I mentioned before, this makes it a competitive
                      alternative to precious and non-precious metal crowns and
                      bridges.

                      Before I turn the call over to Bill I would like to make
                      some closing remarks. 2005 has been a challenging year for
                      us. We've had to deal with the German reimbursement issues
                      throughout the entire year and as of this quarter we're
                      dealing with the impairment issues associated with the
                      injectable anesthetic products.

                      However it's also important for all of us to recognize the
                      benefit of the critical mass of DENTSPLY and how it's
                      contributed to defusing the impact of such events as the
                      reimbursement changes in Germany and the other additional
                      costs associated with the pharma plant.

                      The breadth of our product portfolio and our geographic
                      diversity has allowed us to absorb the adversity of
                      Germany and the increased costs. This is evidenced by how
                      the non-German businesses are doing this year. Our
                      year-to-date base business growth in total is 2.5%, but if
                      you exclude the businesses in Germany that are impacted by
                      the reimbursement, our base business growth through three
                      quarters is 6.1%, so this is really a remarkable growth in
                      this segment that has historically grown 4.5%.

                      As we look at sales for the balance of the year we do have
                      a challenging comparison in Germany as I mentioned before.
                      We also had some of our larger divisions in the U.S.
                      announce price increases in September that may have
                      created some additional buying in that month before the
                      new prices go into effect.

                      With respect to earnings, our earnings guidance for the
                      year is $1.24 to $1.28 per diluted share. This is an
                      increase of our previous guidance excluding the impairment
                      charge from a previous range or $2.59 to $2.63 to a new
                      range of $2.61 to $2.65 per diluted share.

                      We are currently in our budgeting process for 2006 and
                      we'll provide guidance for next year during our fourth
                      quarter conference call. But we do expect that we will
                      again project internal growth of 5% to 6% which is premium
                      to our market growth of 4.5% and double-digit income
                      growth for the year.

                      Now that concludes my formal remarks. I will now turn the
call over to Bill.

Bill Jellison:        Thanks, Gary. Good morning, everyone. Before discussing
                      the overall performance I would like to first provide
                      you with some additional comments regarding the asset
                      impairment charge.

                      During the third quarter the company recorded a pretax
                      charge of $131.3 million which had an after tax impact of
                      $111.6 million or $1.41 diluted earnings per share for the
                      impairment of the injectable anesthetic intangible asset
                      for the pharmaceutical division within our U.S. consumable
                      business segment.

                      This impairment does not impact our needle-free Oraqix
                      product. The carrying value of the indefinite-lived
                      intangible asset prior to the above mentioned impairment
                      charge was approximately $160 million. This amount is
                      primarily comprised of the two payments we made in 2001
                      and 2002 totaling $116.5 million to procure the dental
                      injectable assets from AstraZeneca adjusted for currency
                      fluctuations since that time as the assets were held in
                      our Swiss and Japanese subsidiaries.

                      The company received the results of the Food & Drug
                      Administration, FDA, pre-approval inspection in the third
                      quarter of 2005. During the third quarter the company then
                      conducted an extensive review of the items identified by
                      the FDA, the company's action plan to address these items,
                      and their impact on other assumptions.

                      Included in these were the expected timeline and costs for
                      the remedy of the FDA findings related to the
                      manufacturing facility, FDA reapplication and approvals,
                      expected ramp up costs for the U.S., European, Japanese
                      volumes, sales projections, and the extension of contract
                      manufacturing agreements to provide a supply of injectable
                      anesthetic products to bridge through the revised ramp up
                      period and the risk adjusted discount rate.

                      Based on this review we concluded that the injectable
                      anesthetic intangible asset became impaired in the third
                      quarter of 2005 and results in a $131.3 million pretax
                      charge. After recording the impairment, DENTSPLY has
                      approximately $120 million of long-lived assets related to
                      the pharmaceutical division which are not impaired based
                      on our current set of assumptions for the underlying
                      business.

                      These assets include the $29 million of indefinite lived
                      intangible assets remaining for the injectable anesthetic
                      business along with other assets which include the Oraqix
                      definite lived intangible assets and the plant and
                      equipment for this business.

                      However further negative changes in the assumptions,
                      including but not limited to those around sales growth,
                      pricing, regulatory approvals, third party supply and
                      product costs could require additional event-driven
                      impairment tests and could result in additional impairment
                      charges.

                      The manufacturing facility is not projected to begin U.S.
                      or Japanese production until 2007 and we do not anticipate
                      additional improvement until the facility is through its
                      ramp up of production. The impact of this business on
                      earnings in 2006 should not be any greater than it has
                      been in 2005.

                      We also expect that once the plant is fully operational,
                      the profitability change within this business should help
                      to improve diluted earnings per share by 10 cents to 12
                      cents.

                      Moving on, as Gary mentioned, net sales for the third
                      quarter of 2005 increased by 6.7% in total and increased
                      by 8.2% excluding precious metals. The sales increase ex
                      precious metals for the quarter included base growth of
                      5.4%, a .8% increase from FX translation and a 2% increase
                      from acquisitions.

                      The geographic mix of sales x PM in the third quarter of
                      2005 was as follows. The U.S. represented 46.4% of sales
                      compared to 46% in the third quarter of last year, Europe
                      was 34.1% this year compared to 34.2% in the same period
                      last year and the rest of the world was 19.5% of sales
                      compared to 19.8% in the same period last year.

                      DENTSPLY's U.S. sales showed more consumable products
                      performing well especially implants, orthodontics and
                      restorative products. Growth within Europe, while still
                      impacted by the softness in the German lab business, has
                      continued to improve. Germany will have a tougher
                      comparison in the fourth quarter of this year, but we do
                      expect the German business to experience easier
                      comparisons in 2006 especially in the first half of the
                      year.

                      Cercon, our all-ceramic product alternative, continues to
                      perform well in the market and we believe will make
                      further market share gains as the precious metals market
                      continues to shift.

                      Gross margins for the third quarter were 56% ex precious
                      metals or lower by 1.5 percentage points compared to the
                      third quarter of 2004. Margin rates were negatively
                      impacted in the quarter by higher cost of our new
                      anesthetic facility and lower precious metals sales.

                      While the current negative impacts of our anesthetic
                      facility are not expected to improve until the plant is
                      approved by the FDA, we do expect company-wide margin
                      rates will improve as we move into 2006 from improved
                      product mix, operating efficiencies, and new product
                      performance.

                      SG&A was $134.3 million or 36% of sales ex precious metals
                      this quarter versus 37.2% in the prior year's third
                      quarter. We have continued to improve our overhead cost
                      structure despite added costs from acquisitions of more
                      than $3 million in the quarter and the cost of the tax
                      study that was discussed on the second quarter call.

                      Operational margins for the third quarter of 2005
                      including the impairment charge were a negative 13.6%
                      compared to 17-1/2% in the same period last year.
                      Operating margins for the third quarter on a non-GAAP
                      basis excluding the impairment charge were 18% compared to
                      17-1/2% last year in the third quarter.

                      Operating margins ex precious metals for the third quarter
                      on a non-GAAP basis, excluding the impairment charge, were
                      20% compared to 19.7% in the third quarter of 2004.
                      Operating margins are expected to benefit from both
                      improved product mix, the strength of new products and
                      operational leverage as we move into 2006.

                      Net interest and other expenses in the quarter were $2.9
                      million which is an improvement of $2.6 million compared
                      to last year's third quarter. Net interest expense
                      improved by $2.7 million in the quarter due to both lower
                      borrowing levels and net investment hedges utilizing the
                      Japanese yen and Swiss franc. Other expenses were nearly
                      flat compared to the same period last year.

                      The corporate tax rate in the third quarter was distorted
                      by the impairment charge as the bulk of the charge was in
                      Switzerland and only received a modest tax benefit. On a
                      non-GAAP basis excluding the impact of the impairment, the
                      tax rate in the quarter was 29.3% compared to 25.8% in the
                      third quarter of 2004. The year-to-date operational tax
                      rate is 30.6%.

                      To better evaluate our repatriation options and
                      opportunities under the American Jobs Creation Act, we
                      began a global tax project in the third quarter using
                      external consultants. While this project has increased our
                      SG&A costs in the third and will again in the fourth
                      quarter, we expect it will help minimize our overall tax
                      exposure on any current year and/or future year
                      repatriation. We are also hopeful that through this
                      project we can reduce our operational tax rate to 30% for
                      the year.

                      The loss from continuing operations in the third quarter
                      of 2005 was $60.8 million or 77 cents per diluted share.
                      Earnings from continuing operations excluding the
                      impairment charge for the third quarter of 2005, which
                      constitutes a non-GAAP measure, would have been $50.8
                      million or 63 cents per diluted share in the third quarter
                      of 2005.

                      This compares to 55 cents in the third quarter of 2004
                      after adjusting for a benefit from a reduction of income
                      taxes of 4 cents per diluted share related to tax matters
                      from prior periods and also for a negative impact of 2
                      cents per diluted share related to restructuring
                      activities. This would represent an increase of 14.5% in
                      net income per share in the third quarter on a non-GAAP
                      adjusted basis.

                      Operating cash flow was $66.7 million in the third quarter
                      of 2005 compared to $73 million in the same period last
                      year. Receivables and inventory continue to run higher
                      than last year however both are projected to improve by
                      year-end. Receivable days stood at 57 days at the end of
                      the third quarter of both 2005 and 2004, increasing from
                      the 55 days at the end of the second quarter and the
                      record low level of 47 days achieved at year-end.

                      Accounts receivable days should improve to approximately
                      50 by year-end. Inventory days are running nearly 5 days
                      higher than they were at the end of the year but normally
                      are reduced in the fourth quarter and should end the year
                      close to last year's level.

                      Capital expenditures were $9.8 million in the third
                      quarter yielding free cash flow or operating cash flow
                      less Cap Ex of about $56.9 million in the third quarter.

                      Depreciation and amortization were $12.6 million and
                      dividends were $4.7 million this quarter.

                      At the end of the third quarter of 2005 we had $398
                      million in cash and short-term investments compared to
                      $506 million at the end of 2004.

                      Long-term debt was $685 million at the end of the quarter
                      compared to $780 million at the end of 2004. In addition
                      we had $66 million of short-term debt and a derivative
                      asset value of $19 million at the end of the quarter.

                      DENTSPLY repurchased $49 million of stock or approximately
                      900,000 shares at an average price of $53.10 in the third
                      quarter of 2005. Our total repurchases in 2005 now stand
                      at $163 million or 3 million shares at an average price of
                      $54.86.

                      Based on the company's increased amortization to maintain
                      up to 5.5 million shares of Treasury stock we still have
                      approximately 2-1/2 million shares available for
                      repurchase.

                      Finally, as Gary noted, our diluted earnings per share
                      guidance for 2005 with the impairment charge is projected
                      at $1.24 to $1.28. Excluding the impact of the impairment
                      charge we are raising our full year 2005 guidance to $2.61
                      to $2.65. This guidance does include the expenses
                      associated with our global tax project as well as the
                      second quarter's 2 cents per share tax benefit.

                      Additionally the company still anticipates taking
                      advantage of repatriating foreign earnings for purposes
                      consistent with the American Jobs Creation Act of 2004,
                      however the size and timing of any repatriation will not
                      be finalized until late November or early December. The
                      tax impact of this potential repatriation is not included
                      in our current earnings guidance for the year.

                      That concludes our prepared remarks and we'd be glad to
                      answer any questions you may have at this time.

Gary Kunkle:          (Michelle)?

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

                      Your first question comes from Steven Postal with Lehman
                      Brothers.

Steven Postal:        Thanks and good morning, guys.

Gary Kunkle:          Good morning, Steven.

Bill Jellison:        Good morning.

Steven Postal:        Can you elaborate on your comments regarding the Chicago
                      facility? Maybe, you know, talk if you can about any
                      of the items that the FDA addressed and how you're going
                      to go about addressing those items?

Gary Kunkle:          I won't go through the specific items, Steven, but I'll
                      give you a comment overall. First of all I think anyone
                      will tell you a sterile filling facility is among the most
                      difficult, if not the most difficult to start up and
                      while the FDA did cite several areas that require
                      attention, it's also important to note that they describe
                      the plant as approvable which was a good response so we do
                      think we clearly understand the issues and we think we
                      have the corrective actions in place to address them. We
                      continue to communicate with the FDA as we move forward.

Steven Postal:        Okay. And then can you - what is the plant operating at
                      in terms of staff because you're already doing some
                      production there?

Gary Kunkle:          It's got to be less than a quarter capacity, probably more
                      like a fifth but that's an
                      estimate, Steven.

Steven Postal:        Understood. And then maybe, I just wanted to drill
                      down to Germany a little bit. Can you talk about,
                      you know, the new standard of care items, how you kind
                      of anticipate that impact on the market more over
                      the long-term, you know, not necessarily
                      this quarter with the comparison?

Gary                  Kunkle: Well, I think you're going to see not so much an
                      impact on the number of procedures done, but a change in
                      the mix and it's going to be driven by the fact that
                      they're going to have the lower cost reimbursements.

                      Whether that changes going forward I don't know, but if
                      you assume it doesn't change, it's going to cause a mix
                      change and hopefully we're well positioned with the mix
                      change since most of it will be from precious metals to
                      something else and Cercon is a more economic solution and
                      a more aesthetic solution. So we're doing everything we
                      can to move people today from precious metals to Cercon.

Steven Postal:        Now you talked about the positive trends in your
                      orthodontics business and also in dental implants. Can you
                      maybe just elaborate on that business a little bit how
                      it's trending in the U.S. and outside and then if you
                      think you are gaining market share in those areas?

Gary                  Kunkle: Well, actually we know we're gaining market share.
                      Our orthodontic business has grown double-digits I think
                      for over three years now every quarter and the market
                      information that we get, which is pretty good information,
                      says the market probably is growing in about 7% to 8% a
                      year. And so, we know we're gaining share.

                      And we're also gaining shares with the implant business,
                      but we need more critical mass and that's one of the few
                      segments that we're in where we're not number one or
                      number two. And we should be growing faster than the
                      market because of our size.

Steven Postal:        In the implants market are there acquisition opportunities
                      that you could take advantage of or are you right
                      now kind of sensitive to price evaluation?

Gary                  Kunkle: Well, it's one area where we'd really like to
                      expand our presence and we'd like to do it through
                      acquisition. I mean clearly there hasn't been something
                      that's been appealing either from, you know, the appeal of
                      the company or the price of the company so far or we would
                      have made one.

Steven                Postal: And just one final question from me. The sales
                      structure changes, can you maybe talk about how that will
                      change if any the relationships that you have with the
                      distributors?

Gary                  Kunkle: I can't imagine it would do anything but improve
                      it because today a distributor has to deal with five to
                      six different people to deal with these separate
                      divisions. Tomorrow there'll be one person who will handle
                      this for all the distributors and will be assigned to
                      specific distributors.

                      Tom just came back from the Dental Trade Association where
                      many of our distributor partners were there and had
                      nothing but positive feedback about this reorganization
                      and they were very supportive of it.

Steven Postal:        Thanks a lot for the comments.

Operator:             Your next question comes from Frank Pinkerton with Banc of
                      America Securities.

Frank Pinkerton:      Hey, guys, first some color around the charge. None of
                      the charge is cash, correct? It's all either an
                      intangible or good-will?

Gary Kunkle:          That's correct.

Frank Pinkerton:      Okay. And then secondly, can you walk me through the cost
                      I guess that Astra is charging you for total
                      manufacturing and are there step-ups in that cost over the
                      next couple of years?

Gary Kunkle:          We don't disclose those costs, Frank.

Frank Pinkerton:      Okay. Shifting and going in another direction, can you
                      comment on the sales force reorganization in the United
                      States?  Are there any I guess costs that you guys are
                      incurring there and then what can we expect maybe from
                      potential savings?

Gary Kunkle:          It's actually neither. It's pretty much a neutral change
                      and it wasn't put in place to save money; it was put
                      in place to be more effective and to stimulate our growth.
                      So there is neither additional cost nor savings.

Frank Pinkerton:      Okay, great. And then final question. You touched briefly
                      on some price increases. Can you just walk through, I
                      guess I know you do this on a rolling basis, what you're
                      seeing kind of overall from your product base on the
                      price increase side? And then you said potentially there
                      was a small buy in. Can you elaborate on that, you
                      know, what the price increase is? Thanks.

Gary Kunkle:          What was the amount of the price increases, in the 3% to
                      4% range?

Tom Whiting:          In the 3% to 4% range.

Gary                  Kunkle: 3% to 4% was the price increase and with respect
                      to trying to determine the impact, I mean it's just too
                      early to tell. Looking at the current month, dealers don't
                      buy consistently throughout the month and so until you get
                      the month closed out you can't see what the impact is.

Frank Pinkerton:      Okay, great. Thank you.

Operator:             Your next question comes from Suey Wong with Robert W.
                      Baird.

Suey                  Wong: Thank you. I have a question about the Chicago
                      plant. It sounds like there's going to be great upside
                      once the plant is realized here and I want to get a sense
                      of your level of confidence that by '07 everything will be
                      taken care of given that there's been a couple of delays.

Gary                  Kunkle: Well, I mean clearly we're more confident now that
                      we understand the issues because it was very helpful for
                      us to in spite of the fact that we're disappointed that we
                      didn't get the plant up and running.

                      We learned a lot through that process and we're
                      comfortable that we understand the issues. We're
                      comfortable that we have the right corrective action in
                      place. You know, the one variable that we don't have any
                      control over is the FDA and so that's the one thing I
                      can't offer you any assurance with. I can assure you that
                      we feel comfortable that we're going to do everything to
                      meet those dates.

Suey Wong:            Gary, I just want to make sure here; there's going to be
                      no disruption of aesthetics while the plant is being
                      changed over?

Gary Kunkle:          We don't foresee that, Suey.

Suey Wong:            Okay. And this would have no impact on sales to the UK,
                      Australia and New Zealand, et cetera?

Gary Kunkle:          No, it should not.

Suey Wong:            Okay. Also, Gary, you mentioned it was 10 to 12 cent
                      annual benefit?

Gary Kunkle:          That's correct.

Suey Wong:            Okay, great. Then just a last question here. Could you
                      talk about the lab strategy and the changes there? And
                      also if you think that your lab customers will see this
                      as a competitive threat in any way?

Gary                  Kunkle: Yeah, I can't get too specific for competitive
                      reasons, but I don't think they're going to look at this
                      as a competitive threat because it's a service to the lab;
                      it's not a service to the dental office. And it offers
                      them an alternative. I mean they still can do business the
                      way they're doing business today, but there are many of
                      them that don't have the availability to offshore and are
                      feeling competitive pressure and don't have access to
                      offshore.

                      So this will offer those labs an opportunity to get
                      similar costs but also the reassurance that they're
                      getting FDA-approved product and of course they also get
                      the service that they've always gotten from our DENTSPLY
                      lab division. Both of those are not assurances that you
                      can get with an offshore lab.

Suey Wong:            Great. Thanks, Gary.

Operator:             As a reminder, to ask a question please press star then
                      the number 1 on your telephone keypad. Your next
                      question comes from Thomas Fong with Boenning &
                      Scattergood.

Thomas Fong:          Hey, good morning, guys.

Gary Kunkle:          Thomas.

Thomas                Fong: Most of my questions actually have been answered. I
                      just had one follow up questions. With regards to the
                      Chicago plant, do you see the FDA expanding, I mean would
                      they do random spot checks on your other plants and if so,
                      I mean do you anticipate any issues with that?

Gary                  Kunkle: It's not related at all but just to give you a
                      little more assurance, we've had our largest facilities in
                      the United States inspected by the FDA I think five times
                      in the last three years and they have collectively gotten
                      zero non-conformances. And that's exceptional performance
                      because I think most people anticipate you at least are
                      going to get one or two.

Thomas Fong:          Okay. All right, well that definitely reassures. That's
                      the only follow up question I had. Thank you.

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

Derek Leckow:         Good morning, Gary and Bill.

Gary Kunkle:          Hi, Derek.

Bill Jellison:        Hi, Derek.

Derek                 Leckow: I've got a question here on the, it looks as if
                      you're seeking lower over head expenses or is that just
                      better leverage of SG&A costs? And does that suggest that
                      you have capacity to increase your R&D spending?

Bill                  Jellison: I think a couple of points on that. One is, you
                      know, we've been negatively impacted on the gross margin
                      mixed side of the equation on an x PM basis because of the
                      softer precious metal sales this year.

                      Vice versa on the SG&A side - we're a little bit positive
                      just because of the mix associated with that. But we have
                      specifically tried to make sure that we're making
                      improvements on the SG&A side especially knowing that
                      we've had some of the higher additional costs associated
                      with the anesthetic facility that we needed to make sure
                      that we were offsetting.

                      And so I think that we've really taken advantage of that
                      and made sure that we could deliver on the overall
                      improvement that we had expected.

Gary Kunkle:          Derek?

Derek Leckow:         Yep?

Gary Kunkle:          There has been no attempt to cut our costs by cutting
                      projects at R&D. In fact every year we have increased R&D
                      double-digits and we haven't cut projects to save money.
                      And we will continue with that strategy.

Bill                  Jellison: And another thing to keep in mind in the SG&A
                      category that we had in both the third quarter and the
                      fourth quarter is the tax project that we kicked off has
                      been negatively impacting those periods, but as I
                      mentioned, we're expecting to get the benefits of that
                      still even in the operating rate but also in the potential
                      rate that we would pay associated with any repatriation of
                      funds.

Derek Leckow:         Okay. And if I understand what's going on with the sales
                      force, you know, the management consolidation - that
                      shouldn't result in any savings either, right? That's
                      more of a...

Gary Kunkle:          Yeah. That was not the intent. It was really to improve
                      our effectiveness and take advantage of the opportunity
                      to cross-sell.

Derek Leckow:         Okay. And then finally, Gary, could you provide us an
                      update on your research into some of your advanced
                      technology dental products?

Gary Kunkle:          Yes. SATIF is one that we had mentioned I think we bought
                      about a year ago. It was the technology we bought
                      from Sanofi-Aventis. It has moved from proof of principle
                      into product developments and we expect to have a
                      product hopefully by late '06 from that project.

                      Doxa was another technology that we acquired and if you
                      recall it has the potential to have an improved either
                      restoration material or adhesive material and that's also
                      in product developments. And it's probably going to be in
                      '07 though because it takes a little more for that
                      project.

                      We announced a relationship with IDMoS, which is a company
                      that makes a caries detection device that is in product
                      development and we also anticipate that will be an '06
                      launch also.

                      The other projects, in particular like the ones in Georgia
Tech are further out.

Derek Leckow:         Gary, the caries detection product, can you explain what
                      that is and when do you expect to launch that?

Gary                  Kunkle: Yeah, it's driven by something called AC Impeded
                      Spectroscopy and, you know, I'll describe it from a
                      layman's standpoint. It basically sends the equivalent of
                      a current and this does not affect the patient and will
                      allow it to distinguish where the caries are and it will
                      detect it to the degree of accuracy that not only do we
                      think it will be better than what's currently on the
                      market, it'll be better than x-rays.

                      And I can't give you a specific time quite frankly, Derek,
                      because I don't know what it will be. I think it's going
                      to be late '06.

Derek Leckow:         And do you anticipate this product getting insurance
                      reimbursement at the same rate as for instance, x-rays?

Gary Kunkle:          Good question. I don't have the answer to that.

Derek Leckow:         Thank you.

Operator:             Your next question comes from Matthew Vetto with Douglas
                      C. Lane & Associates.

Matthew               Vetto: Hi. A quick question. Bill, did I hear you
                      correctly or understand you correctly? It sounded like you
                      were alluding to the possibility of further impairment
                      charges in Chicago if there were further delays although
                      it sounds like you've done a pretty thorough review of
                      your timeline and everything going on there. Do you just
                      do that to sort of size what else is there? What sort of
                      likelihood would you put on the possibility of further
                      charges?

Bill                  Jellison: At this point we do not anticipate any
                      additional charges associated with that. However, I did
                      want to point out both the amount of assets that we still
                      have connected with that overall business and I also
                      wanted to discuss at least some of the assumptions that
                      are tied to that.

                      But we feel very comfortable, at this point, with the
                      assumptions. That's one of the reasons why Gary also
                      mentioned the expected improvement that we feel that we're
                      committing to, in that business, as we move out a couple
                      of years.

Matthew Vetto:        Great. Thanks a lot.

Operator:             Your next question comes from Steven Postal with Lehman
                      Brothers.

Steven Postal:        I just had a couple of follow up questions. First, on the
                      price increases you mentioned 3% to 4%. How does that
                      compare historically with your price increases?

Gary Kunkle:          That's pretty consistent.

Steven Postal:        Okay so no meaningful change there.

Gary Kunkle:          Right.

Steven                Postal: And then for Oraqix, you know, you mentioned and
                      I'm just wondering now we're kind of a year out from when
                      it was launched, can you just talk about how things have
                      evolved over the year both in terms of the marketing of
                      the product and, you know, how you perceive customer
                      acceptance?

Gary                  Kunkle: Yeah, we continue getting very good feedback on
                      it, Steven. The United States is performing better than we
                      expected. We just released it in France and the launch
                      went extremely well. Patient feedback and professional
                      feedback is very good so we're pleased with it. We
                      continue to expand it into other markets as it gets
                      approved and we continue to follow up to make sure that
                      we're getting the proper reorders and we're satisfied with
                      all the feedback that we get.

Steven                Postal: Great. And then one final question. Bill, I think
                      you mentioned days inventory increased. Is there anything
                      driving that other than what's going on with the
                      anesthetic facility?

Gary Kunkle:          You mean driving it other than the anesthetics?

Bill                  Jellison: Yeah. It was really, you know, the comments that
                      we made before as well tied it to both the anesthetic
                      preparation on the transition as well as with some of our
                      German business especially with the fall off in the first
                      part of the year. So the fourth quarter is typically a
                      period where we do drive down some of that inventory
                      levels. We typically would also be expecting to have a few
                      days of improvement. This year I think that we're
                      expecting that we'll probably get back to close to last
                      year's levels.

Steven Postal:        Okay, thanks very much.

Bill                  Jellison: Just one other comment on the question though
                      that you had associated with the price increases that were
                      mentioned. As Gary said, you know, that's typical within
                      the product areas that we talked about, however on average
                      for the overall company, you know, our prices typically
                      run 1% to 2% on average. And, you know, we believe that
                      we're probably maybe at the higher end of that at this
                      point.

Steven Postal:        And that is because?

Gary Kunkle:          Well, we don't take price increases on all products. The
                      ones that I just cited were two divisions that had
                      just taken price increases in the 3% to 4% range.

Steven Postal:        I see. Okay. Thanks.

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

Gary Kunkle:          Hi, Greg.

Greg Halter:          Hi, guys, good morning.

Gary Kunkle:          Morning.

Bill Jellison:        Hi, Greg.

Greg                  Halter: Just wondered if you could comment on the
                      acquisition outlook. Obviously noticed that you increased
                      the share repurchase potential or authorization. Should we
                      take that to mean that you're not finding what you expect
                      or think you can find at a good price?

Gary                  Kunkle: No, I wouldn't link that at all to the
                      acquisition. Our primary use for cash will always be
                      acquisition and there's not a lot of change in the
                      acquisition market from the last call. I think I had
                      mentioned that we're in contact with a lot of companies,
                      we're looking at a lot, but there are many that are
                      private and it just takes some time for the families to
                      make decisions. I think they recognize that eventually
                      divesting the business is the right thing to do; they're
                      just not ready to do it today.

Greg Halter:          Okay, thank you.

Bill                  Jellison: I think one of the other things to point out
                      there, as well, is that obviously you're aware of where
                      our overall debt-to-cap levels are relative to what we've
                      stated our mandated levels are. And, we believe,
                      especially based on the overall acquisition growth on an
                      ongoing basis, that we commit to as an organization, we
                      think that there's at least potential out there to do both
                      and still have plenty of availability to do any sizable
                      transaction that we think is appropriate.

Greg Halter:          Okay, great. Thank you.

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

Derek                 Leckow: Thank you, just one quick follow up here on the
                      repatriation decision and as that gets made here in the
                      next month or two, do you anticipate that influences your
                      repurchase program at all that lead perhaps to some
                      greater repurchase activity?

Bill                  Jellison: No, we really don't think that that'll be the
                      case. As we've got cash on our balance sheet, most of that
                      is overseas. The repatriation effort is really just to
                      bring that back.

                      When we talk about our overall debt to cap related levels,
                      we're talking about that in a net cash, net debt basis
                      which includes the cash side of it. So we'd just be better
                      utilizing the cash that we have available out there by
                      doing the repatriation.

Derek Leckow:         Okay, thanks very much.

Operator:             Again to ask a question press star then the number 1 on
                      your telephone keypad.

                      At this time there are no further questions. Gentlemen,
                      please proceed with any closing remarks.

Gary Kunkle:          Well, thank you all for joining the call this morning and
                      we appreciate your continued interest in our company.

                      Thank you, (Michelle).

Operator:             Thank you, ladies and gentlemen. This concludes today's
                      conference call. You may now disconnect.


                                       END