- --------------------------------------------------------------------------------
                                  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

                                October 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                          (I.R.S. Employer
             Jurisdiction of                         Identification No.)
             Incorporation or
               Organization)



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

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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 2.02. Results of Operations and Financial Condition.

On October 29, 2004, National Dentex Corporation issued a press release
announcing its unaudited results of operations for the third fiscal quarter of
2004. The press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

The information in this Form 8-K, including the exhibit, is being furnished to
the Securities and Exchange Commission and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, as
amended.

Item 9.01 Financial Statements and Exhibits

     (c)  Exhibits

     99.1 Press release of National Dentex Corporation dated October 29, 2004.




                                   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)



     October 29, 2004                          By: /s/ Richard F. Becker, Jr.
                                                  ------------------------------
                                               Richard F. Becker, Jr.
                                               Vice President, Treasurer and
                                               Chief Financial Officer






                                  Exhibit Index


     99.1 Press release of National Dentex Corporation dated October 29, 2004.