UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

                                    FORM 8-K

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

                                  July 29, 2004
                (Date of Report (date of earliest event reported)


                           NATIONAL DENTEX CORPORATION
             (Exact name of registrant as specified in its charter)

                        Commission file number 000-23092


                 MASSACHUSETTS                        04-2762050
        (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
        Incorporation or Organization)


       526 Boston Post Road, Wayland, MA                 01778
    (Address of Principal Executive Offices)          (Zip Code)


                                (508) 358 - 4422
               (Registrant's Telephone No., including Area Code)


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

(99) Press Release, dated July 29, 2004, issued by National Dentex Corporation

On July 29, 2004, National Dentex Corporation (NADX) issued a press release
setting forth NADX's second quarter 2004 earnings.

The information in this Form 8-K and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.




                                   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.

                          NATIONAL DENTEX CORPORATION
                          Registrant




July 29, 2004


                          By: /s/  Richard F. Becker, Jr.
                              -------------------------------------------------
                          Richard F. Becker, Jr.
                          Vice President, Treasurer and Chief Financial Officer