________________________________________________________________________________
                                  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

                                February 25, 2005
                (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.
      Jurisdiction of                           Employer
      Incorporation or                       Identification
       Organization)                              No.)


           526 Boston Post                            01778
         Road, 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 February 25, 2005, National Dentex Corporation issued a press release
announcing its audited results of operations for the fourth fiscal quarter and
full fiscal year for 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 February 25, 2005.

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                                   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)




         February 25, 2005
                                          /s/  Richard F. Becker, Jr.
                                   By:..........................................
                                   Richard F. Becker, Jr.
                                   Vice President, Treasurer and Chief Financial
                                   Officer

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                                  Exhibit Index


99.1 Press release of National Dentex Corporation dated February 25, 2005.

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