THIRD 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 January 1, 1996 (unless otherwise noted) in the following
manner:

1.   Section 2.14 of the Plan is hereby amended by adding thereto the following
     language at the end of the third paragraph thereof:

          Effective for plan years beginning after December 31, 1996, the family
          aggregation rules required by IRC ss. 414(q)(6) of the Code have been
          deleted from the plan. This subsection is subject to the plan
          amendment rules of ss. 1.401(a) 4-5(a) of the regulations.

          The plan is amended to delete the provision of family aggregation as
          described in ss. 401 (a)(17)(A) of the Code, which requires a plan
          participant, the spouse of such participant, and any lineal
          descendants who have not attained age 19 before the close of the plan
          year to be treated as a single participant for purposes of applying
          the limitation on compensation for a plan year.

2.   Section 2.15 of the Plan is hereby amended by adding thereto new
     subsections (d), (e), (f), (g), and (h), to read, in their entirety, as
     follows:

            (d)  Employees of Tulsa Dental Products for all prior
                 service with Tulsa Dental Products, L.L.C. and
                 Quality Dental Products, Inc.
            (e)  Employees of New Image Industries
                 for all prior service with New
                 Image Industries, Inc. and Insight
                 Imaging Systems, Inc.
            (f)  Employees of MPL Technologies for
                 all prior service with MPL
                 Technologies, Inc.
            (g)  Employees of InfoSoft for all
                 prior service with InfoSoft Inc.
            (h)  Employees of GAC International for
                 all prior service with GAC
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                 International, Inc.

          Notwithstanding any provision of this plan to the contrary,
          contribution, benefits, and service credit with respect to qualified
          military service will be provided in accordance with ss. 414(u) of the
          Internal Revenue Code.
 
3.   Section 10.03(c) of the Plan is hereby amended by adding thereto the
     following language immediately following the language added by the First
     Amendment to the Plan:

          Effective January 1, 1998 for Participants incurring a Termination of
          Service after January 1, 1998, the Capital Accumulation of $3,500
          shall be increased to $5,000 for purposes of immediate distribution
          without the written consent of the Participant.

4.   Section 10.03(c) of the Plan is hereby amended by adding thereto the
     following language at the end of the last paragraph thereof:

          For Participants who are active Employees and reach age 70 1/2 during
          1996 to 1998, the right to receive a distribution according to the
          terms of this paragraph shall be an optional form of benefit. This
          paragraph shall not apply to Participants who are active Employees
          (excluding 5% owners) and reach age 70 1/2 in 1999 and thereafter.

5.   Article XV shall be amended by adding thereto a new Section 15.04 to read,
     in its entirety, as follows:

          Any contribution to this plan on behalf of any owner- employee may be
          made only with respect to the earned income of the owner-employee that
          is derived from the trade or business with respect to which the plan
          is established.

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