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                                  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 4, 2006
                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                            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 August 4, 2006, National Dentex Corporation issued a press release announcing
its results of operations for the second fiscal quarter ended June 30, 2006. The
press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

The information under Item 2.02 of 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

        (d) Exhibits

99.1    Press release of National Dentex Corporation dated August 4, 2006.





                                   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 4, 2006


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




                                 Exhibit Index


99.1    Press release of National Dentex Corporation dated August 4, 2006.