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

                                 AUGUST 9, 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 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 9, 2005, National Dentex Corporation  ("NADX") entered into an amended
and restated  credit  facility with Bank of America,  N.A.  ("Bank of America"),
consisting of a $5 million revolving credit facility,  a $20 million acquisition
revolving credit facility and a new $20 million term loan facility.

The full text of the Amended and Restated Loan  Agreement  between NADX and Bank
of America in respect of the new credit  facility is attached as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.








                                   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)




August 15, 2005 By:               /S/ RICHARD F. BECKER, JR.
                                  ---------------------------
                                  Richard F. Becker, Jr.
                                  Executive Vice President,
                                  Treasurer and Chief Financial Officer









                                  EXHIBIT INDEX

10.1     Amended and  Restated  Loan  Agreement  by and between Bank of America,
         N.A. and National Dentex Corporation dated August 9, 2005