SECOND AMENDMENT TO THE
             DENTSPLY EMPLOYEE STOCK OWNERSHIP PLAN
             --------------------------------------


The DENTSPLY Employee Stock Ownership Plan as amended, effective as of December
1, 1982 and restated as of January 1, 1991, (the "Plan"), is hereby amended
effective as of September 11, 1996 in the following manner:

1.   Section 5.05(c) of the Plan is hereby amended by adding
     thereto a new subsection (c), to read, in its entirety, as
     follows:

     (c) Notwithstanding anything to the contrary in this Plan, an Eligible
     Participant may upon a written notice to the Trustee received during the
     Window Election Period, elect to direct the Trustee to diversify, in the
     manner set forth below, up to forty percent (40%) in whole shares of his or
     her Company Stock Account. Any Eligible Participant who does not elect to
     diversify his or her Company Stock Account in accordance with this
     subsection (c) during the Window Election Period shall have the right to
     diversify his or her Account (or the balance thereof) only in accordance
     with subsections (a) and (b) above thereafter.

     If an Eligible Participant provides notice of an election to diversify up
     to forty percent (40%) his or her Company Stock Account pursuant to this
     subsection (c) during the Window Election Period, then no later than thirty
     (30) days (or such longer period as may be established by the Committee)
     after the date upon which the Trustee receives the notice, a cash transfer
     shall be made from such Eligible Participant's Company Stock Account to the
     Mutual Fund Account of the Eligible Participant in an amount equal to the
     fair market value of the number of shares of Company Stock diversified;
     provided, however, that if the shares of Company Stock as to which an
     election is filed are readily tradeable on an established securities market
     within the meaning of Section 409(h)(1)(B) of the Code at the time such
     election is filed, then such fair market value shall equal the proceeds
     received by the Trustee upon the sale of such shares on such securities
     market less any applicable transaction costs.

     For purposes of this subsection (c), (1) an "Eligible Participant" shall
     mean a Participant who has participated in the Plan for at least five (5)
     years as of December 30, 1996, who has completed eight (8) years of
     Credited Service as of December 30, 1996 and who has a 100% nonforfeitable
     interest in his Account as of December 30, 1996; and (2) the "Window
     Election Period" shall mean the 90-day period commencing on October 1, 1996
     and ending on December 30, 1996.

    2. In all other respects, the Plan shall remain unchanged by
    this amendment.


                                     76