FORM 8-K


                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C. 20549



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


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


                  Date of Report January 28, 2004
                 (Date of earliest event reported)


                    DENTSPLY INTERNATIONAL INC
          (Exact name of Company as specified in charter)



           Delaware              0-16211        39-1434669
     (State of Incorporation)  (Commission    (IRS Employer
                               File Number)  Identification No.)




      221 West Philadelphia Street, York, Pennsylvania    17405
        (Address of principal executive offices)        (Zip Code)



                          (717) 845-7511
         (Company's telephone number including area code)













Item 7. - Financial Statements and Exhibits

(a)  Financial Statements - Not applicable.

(b)  Exhibits:

     99.1 Transcript of the Company's conference call which it
          conducted on January 28, 2004 related to the fourth
          quarter 2003 sales and earnings release issued January 27,
          2004 as referenced in Item 12.

Item 12. - Disclosure of Results of Operations and Financial
Condition.

   The following information is furnished pursuant to Item 12,
"Disclosure of Results of Operations and Financial Condition."

   On January 28, 2004, the Company conducted a conference call to
discuss the sales and earnings release for the fourth quarter of
2003 that was issued on January 27, 2004 and to answer any
questions raised by the call's audience. The transcript of this
conference call is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                          DENTSPLY INTERNATIONAL INC
                                                  (Company)



                                          /s/Bret W. Wise
                                             Bret W. Wise
                                             Senior Vice President and
                                             Chief Financial Officer

Date: February 3, 2004



                          DENTSPLY INTERNATIONAL INC.

                            Moderator: Gary Kunkle
                               January 28, 2004
                                  7:30 am CT


Operator:    Good  morning.  My name is (Sandra) and I will be your  conference
             facilitator  today. At this time I would like to welcome  everyone
             to the Fourth Quarter conference call.

             All lines  have  been  placed on mute to  prevent  any  background
             noise.  After the  speakers'  remarks there will be a question and
             answer  period.  If you would like to ask a question  during  this
             time  simply  press star then the number 1 on your  telephone  key
             pad. If you would like to withdraw your  question  press the pound
             key.

             Thank  you.  I would  now like to turn the call  over to Mr.  Gary
             Kunkle,  Vice  Chairman  and Chief  Executive  Officer.  Please go
             ahead sir.

Gary Kunkle: Thank you  (Sandra).  Good  morning  and thank you for joining the
             DENTSPLY  Fourth Quarter  conference  call. My name is Gary Kunkle
             and I am the Vice Chairman and Chief Executive Officer.

             Also  with me today  are Tom  Whiting,  our  President  and  Chief
             Operating Officer,  and Bret Wise, Senior Vice President and Chief
             Financial Officer.






             Our review today will begin with some  overview  comments  from me
             regarding the fourth quarter  results and overall  business.  Bret
             will  then go  through a more  detailed  review of the P&L and the
             balance  sheets.  And  finally  we'll all be pleased to answer any
             questions that you may have.

             Before starting I do need to read our Safe Harbor  Statements.  In
             accordance   with  the  rules  of  the   Securities   &   Exchange
             Commission,  information  discussed during this conference call --
             including  the question  and answer  session -- will be part of an
             8-K filing that will be made by the company after the call.

             To the  extent  that  during  this  conference  call any  non-GAAP
             financial items are discussed the additional  information required
             by the SEC about such non-GAAP  matters will be available  through
             our website by going to  dentsply.com  then going to the  Investor
             Relations  section and  clicking on the SEC Filing link which will
             then provide access to the 8-K filed for this  conference call and
             further information about any other non-GAAP items.

             The conference call may include forward-looking  statements and as
             such are made in  accordance  with the Safe Harbor  provisions  of
             the Security Litigation Reform Act.

             Forward-looking  statements involve risks and uncertainties  which
             could  materially  affect  the  company's  business  and should be
             considered in conjunction with the risk factors and  uncertainties
             described  in the  Company's  most  recent  annual  report on Form
             10-K.






             By now  each of you  should  have  received  a copy of our  fourth
             quarter  earnings  announcement  that we released  yesterday after
             the  market  close.  I'm  pleased  to  report  that  DENTSPLY  had
             another record setting performance in 2003.

             Our reported sales from  continuing  operations  during the fourth
             quarter  were  $429.7   million.   These  sales  are  net  of  our
             announced discontinued  operations.  They represent an increase of
             11.9% over the  comparative  previous year quarter.  That would be
             11.4% ex-precious metals.

             Diluted  earnings  per share  were 62 cents,  an  increase  of 17%
             versus the fourth quarter in 2002.

             The 11.4% sales gain for the quarter  broke out as follows -- base
             business  3.9%,   foreign   exchange  7.5%,  and  no  impact  from
             acquisitions or divestitures.

             The  geographic  base  business  growth  for  the  quarter  was as
             follows -- the United States was 1.4%;  Europe was 8.7%;  Asia was
             4.9%;  Latin  America  was  -2.1%;  and the rest of the  world was
             -2.3%.

             While  1.4%  reported  internal  growth in the  United  States was
             below our expectations,  there are unique circumstances  exclusive
             to the fourth quarter  influencing  this reported growth and quite
             frankly  masking some very positive  trends for the business as we
             enter 2004.  Those circumstances are as follows.

             First  of all as we  look  at our  business  going  forward  it is
             almost  exclusively  consumables  and  small  equipment.  You  can
             further break that down into  consumables  and small equipment for
             dental  laboratories  and  consumables  and  small  equipment  for
             dental offices.






             We've  stated all year that  while  visits to the  dentist  office
             continue  to be robust the  laboratory  business or the higher end
             restorations,  if you will,  have been impacted by the economy and
             have been relatively flat all year.

             During  the  fourth  quarter,  however,  we  had  a  double  digit
             increase  in crown  and  bridge  materials  indicating  a  renewed
             interest  in the lab based  restoratives.  This  happens to be the
             category in which we report Cercon consumables.

             The small  equipment  segment of this  category  has been flat all
             year  as  dental  labs  have  been  hesitant  to  make  additional
             investments  in  equipment  until  they see some  evidence  in the
             marketplace of renewed interest in activity.

             Our  small  equipment  business  for  labs  was  negative  by $2.5
             million  in the  fourth  quarter  which is really a  traditionally
             high volume period for equipment.

             This negative  growth in small equipment masks a positive trend in
             the  materials   segment.   We  do  believe  that  the  laboratory
             consumables  will continue to increase  throughout 2004. And along
             with this will also bring about a renewed  confidence  to purchase
             additional small equipment in the future.

             Secondly our  consumables  that are sold to dentists in the United
             States are sold both direct by  DENTSPLY  or through  distribution
             really depending on the particular product or specialty.






             Our  direct  business  to  the  dentists  --  primarily  specialty
             businesses  -- had double digit  growth for the quarter  while our
             sales to distributors  for products sold to dentists were negative
             versus the comparative period.

             Each  month  our  distributors  provide  us with the  sales of our
             products  that they make to the  dentists.  Through  September  of
             2003 our sales to distributors  and their sales of our products to
             dentists  have  shown  similar  increases  year on  year.  This is
             really  saying  that  what  they're  buying  in  they  are in turn
             selling out.

             During the fourth  quarter  distributor  sales of our  products to
             dentists  increased  sharply  while our sales to  distributors  --
             their   purchases  --  for  the  same  products   declined.   This
             obviously represented an inventory adjustment for the period.

             For  distributors  to have  maintained  the same  balance  between
             their  sales of our  products  and their  purchases  of those same
             products as has been the case all year they  would've  had to have
             purchased another $5 million in the fourth quarter.

             This  apparent  adjustment  in  inventory  masks  a very  positive
             improvement  in the sales to dentists,  one in which is a positive
             trend as we enter 2004.

             And finally  earlier this year we had  announced  that several new
             products would be released during the fourth  quarter.  Two of the
             largest  among  those  planned  were  not  released.  And  one was
             released in the final week of December.






             Those were the  SmartLite  IQ -- which is our new LED curing light
             that was  released  the last  week of  December  and  Estylus  our
             exciting  new  electric  hand  piece  which is now  scheduled  for
             release  this  quarter -- the first  quarter of '04 -- and Quixfil
             which  is a  posterior  restorative  that  had a  very  successful
             introduction  in Europe in 2003 and now is  scheduled  to  receive
             FDA approval shortly for a U.S. launch this quarter.

             While  the  sales  for these  products  were not  realized  in the
             fourth  quarter of '03 they remain as exciting  new  products  for
             the future and all are  expected  to be launched by the end of the
             first quarter of '04.

             As I mentioned  in the  beginning  we are pleased  with the trends
             that  we saw  in  the  fourth  quarter  in  both  lab  and  dental
             consumables.  In the absence of the unusual  circumstances  in the
             fourth quarter that I described our internal  growth would've been
             between 5% and 6% in the U.S. and worldwide.

             Moving  onto  Europe  we had very  strong  growth  of 8.7% for the
             quarter  particularly in the United Kingdom,  France, and Germany.
             Consumables  did  well  across  Europe.   This  also  included  an
             improvement  for the quarter in laboratory  consumables  which was
             encouraging to see as we enter 2004.

             As I mentioned  earlier,  Asia had a base business growth of 4.9%.
             This was really led by strong  performances in Korea,  Taiwan, and
             China.  And while  there are still  some  isolated  concerns  over
             SARS their businesses seem to be recovering.

             Latin  America  was  -4.4%.  This  region  just  continues  to  be
             challenged both  economically  and  politically.  However in spite
             of the negative  growth I'm  confident  that we are  outperforming
             this depressed market.






             Recently  both Brazil and Mexico  have  reported  improvements  in
             industrial   growth.   And   both   countries   project   economic
             improvements  in 2004.  So there is a positive  outlook as we move
             forward.

             The rest of the world  really - decent  performance  in  Australia
             which was offset by a continued  weakness in the Middle East and a
             mediocre performance in other areas of the world.

             Some other items of interest - we  announced  last quarter that we
             would  be  divesting  the  Gendex  dental  x-ray  business.   That
             transaction  has  proceeded  as planned  and is  expected to close
             this quarter.

             We also  recently  announced  to the  customers  involved  that we
             would be discontinuing  our dental needle  business.  The revenues
             from this business are approximately $5.5 million.

             This  business  generates  virtually  no income  and will  require
             considerable  investment  to make it a  profitable  business.  And
             for these reasons we've chosen to  discontinue  this operation and
             exit the dental needle business.

             We announced  previously that DENTSPLY  received approval from the
             FDA  for  Oraqix  our new  non-injectable  dental  anesthetic  for
             scaling and root planing.

             The  anesthetic  is  delivered  to the site  without  the use of a
             needle and  anesthetizes  the site  within 30 seconds for a period
             of  approximately  20 minutes.  This really is sufficient time for
             the procedure  and it allows the patient to have a normal  feeling
             return shortly thereafter.






             We  think  Oraqix  will  just  be a  significant  benefit  to  the
             millions of patients who currently receive this procedure.

             We have  begun  development  of the  manufacturing  molds  and the
             other  related  equipment  in  preparation  for  production.   And
             following  the  manufacturing  validation  the launch of Oraqix is
             expected in the second half of the year in the United States.

             Regulatory  approval has been  granted in Sweden.  They will serve
             as the  reference  member  state in Europe  for the  product.  And
             additional  approvals  are expected  throughout  Europe during the
             year determining our launch schedules in Europe.

             This product is an enormous  win for everyone -- the patient,  the
             dentist, and DENTSPLY.

             Our new  anesthetic  plant in Chicago is progressing  well.  We've
             conducted  our  stability  runs for certain  non-U.S.  markets and
             expect the first results of those  stability  studies in April. We
             will then provide  submissions  for those markets as these studies
             are complete.  These  markets are  Australia,  the U.K.,  Ireland,
             and New Zealand.

             We expect to receive  approvals during the third quarter and begin
             supplying  product to these countries before year end.  Activities
             for  North  America  and  Asia  are  underway   with   submissions
             scheduled for the third quarter.

             All  aspects of this  project -- the  validations,  the  stability
             studies,    the   submission    preparation,    the   construction
             requirements -- continue to proceed as scheduled and on budget.






             We  announced  during our third  quarter  conference  call that we
             would be taking over the  management of our European  distribution
             center  and  moving  it  from   Nijmegen,   The   Netherlands   to
             Radolfzell,   Germany.  That  transition  commenced  in  December.
             It's on schedule and will be completed this quarter.

             We  initially  said that we would be building  approximately  $8.5
             million in inventory  to support  this move.  We have been able to
             do this with less than  half  that  amount.  And most  importantly
             this move has been transparent to the customer.

             We also announced in the fourth quarter that we would  consolidate
             our three U.S.  laboratory  businesses -- Trubyte,  Austenal,  and
             Ceramco.   The   strategic   intent   of  this  is  to  create  an
             organization  that would have sufficient  critical mass to provide
             more  focus on  their  customer  - their  common  customer  -- the
             dental  lab  -- to  direct  the  combined  R&D  groups  towards  a
             synergized  strategy.  And really to be one face to their customer
             through combined service and support organizations.

             This  consolidation  is  actually  ahead of  schedule  and will be
             completed and  functional  during the second quarter of this year.
             While the primary  purposes of this  consolidation  are to improve
             our ability to serve our  customers and  accelerate  the growth of
             these  combined  businesses,  when it's fully  implemented it will
             yield an annual  synergy  savings of  approximately  $1.5  million
             annually.






             With  respect to new  products,  our new  product  pipeline  is in
             excellent  shape.  The  obvious  products  scheduled  for  release
             early in the year are  Estylus  our new  electric  hand  piece and
             Quixfil our new  posterior  restorative.  There are many many more
             scheduled  throughout  the year that will be  announced as they're
             rolled out.

             Also our new Office of Advanced  Technology  has been very active.
             This is the organization  that was created to focus on the pursuit
             of  technologies   outside  of  dentistry  that  may  have  dental
             applications.  And  while  this is a longer  term  strategy  we're
             excited about the  opportunities  it can bring to dentistry and to
             DENTSPLY stockholders.

             Just some comments on 2004  expectations.  We expect that revenues
             to grow 5% to 6%  internally  and for  earnings  per  share  to be
             between  $2.25  and  $2.30.  I'd like to give you some  background
             information on how we set these expectations.

             Independent  market  research -- which tracks sales to dentists in
             the United States -- has shown that  consumable  sales to dentists
             had a 4.2%  increase in the first  quarter of 2003.  And it really
             has shown a gradual increase during the year.

             And while we don't have the data for the fourth  quarter the trend
             suggests that it would be around 5% in the fourth quarter.

             Consumable  sales to dental labs has been  virtually  flat most of
             the  year  with  some  indicators  of  improvement  in  the  third
             quarter.  And as I previously  said the fourth  quarter  showed an
             increase  at least for us in material  sales  offset by a decrease
             in small equipment.






             We believe the  material  sales is a strong  indicator of recovery
             of the lab  business.  And this should  continue  throughout  2004
             with a corresponding return of small equipment sales.

             Our  expectations  are  based  on these  two  growing  trends  and
             represent  an  average  growth  for the  entire  year of 5% to 6%.
             This of course  means  that we expect our  performance  to improve
             throughout the year finishing the year above this average.

             Our  earnings  expectations  of  $2.25  to  $2.30 a share  include
             approximately  $5 million of start up costs for our new anesthetic
             plants  and  an  increase  of  approximately  $8  million  in  R&D
             spending to fund our ongoing  research and the addition of the new
             Office of Advanced Technology.

             That  concludes  my remarks.  And I would now like to turn it over
             to Bret Wise for his financial review and comments.

Bret Wise:   Thank  you  Gary.  And  good  morning  everyone.   Thank  you  for
             joining   us  on  our  year  end  call.   I'd  like  to  start  by
             highlighting  some items in the P&L for the fourth quarter,  touch
             a bit on cash flow in the  fourth  quarter  and for the year,  and
             then also cover briefly the P&L for the full year.

             So starting with the income  statement as Gary mentioned and as we
             announced  in December we have  entered  into an agreement to sell
             our Gendex  equipment  business.  And we expect  that  transaction
             will close in the first quarter of 2004.






             Accordingly  beginning  this quarter  we'll be treating the Gendex
             business as a  discontinued  operation and reporting it net of tax
             on one line item after earnings from continuing operations.

             In addition as Gary  mentioned  we did  announce to the  customers
             that were  impacted that we were  discontinuing  production of our
             dental needle line at the end of the first quarter of 2004.

             We've also  commenced  accounting  for that  business and although
             it's relatively  small -- around $5.5 million of annual revenue --
             as a discontinued operation beginning with this reporting period.

             All the sales  for both  Gendex  and the  needle  business  are no
             longer  reported  in the sales  line from  continuing  operations.
             And  accordingly  we've  restated  all the  prior  periods  in the
             release to remove the sales  from  those  operating  units so that
             you have an apples to apples comparison going forward.

             Now  beginning  with the results from  continuing  operations  and
             building  on Gary's  comments  sales for the fourth  quarter  from
             continuing  operations grew 11.9% to $429.7 million.  Again that's
             a record for the quarter.

             Excluding  precious  metal content  revenues grew 11.4% during the
             quarter  including the heavy  influence  from currency of 7.5% and
             internal growth of 3.9%.

             Gross margins excluding  precious metals were 56.1% for the fourth
             quarter  compared  to 57.3%  for the  prior  period.  For the full
             year gross  margins  excluding  precious  metal content were 56.6%
             compared to 57.2% for the full year of 2002.






             The  lower  gross  margins  in '03  are  primarily  driven  by mix
             including the impact of geographic  mix changes and what they have
             on our overall sales mix.

             As Gary  pointed  out earlier  our  internal  growth has been very
             strong in Europe and this combined with the significant  change in
             currency  translation has resulted in our non-U.S.  sales becoming
             a much larger  portion of the Company  overall  compared to a year
             ago.

             Overall our gross  margins  are the  highest in the United  States
             and  thus as the  geographic  mix  changes  due to  either  faster
             internal growth outside the U.S. or the  significant  weakening of
             the U.S. dollar we do experience a slight decline in margins.

             Over the past two years our gross margin  still has improved  very
             significantly.    Since   2001   gross   margins   have   improved
             approximately  200 basis points.  Our target is to improve margins
             by 50 basis  points  per year  over  the long  term so we're  well
             ahead of that target over the past several years.

             SG&A for the  quarter  was 35.2% of sales  excluding  metal,  down
             from 35.9% in the prior  year or  approximately  a 70 basis  point
             improvement.

             In the  quarter we  recorded  restructuring  and other  charges of
             $3.7  million  pre-tax.  The  largest  portion  of  this  was  the
             impairment charge related to certain  investments made in emerging
             technologies that we no longer view as recoverable.






             In addition as announced in December we're  consolidating our U.S.
             lab  business  and this  quarter we recorded a portion of the cost
             to complete that consolidation.

             Based on  restructuring  activities that we've  undertaken to date
             we  do  expect  to  incur   additional   costs  to  complete   the
             consolidation  of the U.S. lab business of  approximately  $2.5 to
             $3 million in 2004.  These costs cannot be accrued until  incurred
             thus we'll record those additional charges in 2004.

             Below the line net  interest  and other  expense was $1.7  million
             this  quarter   compared  to  $10.7  million  in  the  prior  year
             quarter.  In the current  quarter we  realized  and  recognized  a
             $5.8  million  pre-tax  gain  on  the  sale  of  our  interest  in
             PracticeWorks.

             In the fourth  quarter of 2002 we had a loss on the mark to market
             of our  interest in  PracticeWorks  warrants of $2.3  million.  So
             year  over  year  we had an  $8.1  million  pre-tax  swing  in the
             gain/loss on this investment.

             On a cash  flow  basis  we did  collect  the  approximately  $23.5
             million of proceeds on our sale of the  interest in  PracticeWorks
             in the fourth quarter.

             The tax rate on our earnings from continuing  operations was 32.5%
             for the year down  slightly  from 32.6% in the prior  year  fourth
             quarter.  Earnings from continuing  operations were $48.7 million,
             up 19.4%  compared  to the  prior  year.  And EPS from  continuing
             operations  was 60  cents,  up 17.6%  from the prior  year  fourth
             quarter.






             Below the results from continuing  operations we have reported the
             operating  results of the discontinued  operations which of course
             includes Gendex and the needle business we referred to earlier.

             Earnings  in the  current  quarter  were $1.7  million  net of tax
             compared  to $1.5  million  net of tax for the  fourth  quarter of
             2002 for those two  businesses.  The current  quarter  amount does
             include a $1.6 million  pre-tax charge or about a million  dollars
             after  tax,   restructuring   related  charges  connected  to  the
             decision to  discontinue  the needle  business  that we  mentioned
             earlier.

             Absent this charge the needle  business  is  basically  neutral to
             earnings.  And  again we do  expect  to  dispose  of both of these
             businesses early in 2004.

             So in total we  earned  62 cents for the  quarter  compared  to 53
             cents in the prior  year  fourth  quarter or an  increase  of 17%.
             One way to look at this is the total  earnings  in the 2003 fourth
             quarter  included  $5.8  million  pre-tax  gain  on the  sales  of
             PracticeWorks  and total  pre-tax  restructuring  charges  of $5.3
             million   including   the  $1.6   million   that's   included   in
             discontinued operations.

             So  excluding  these  items  earnings  per share  for the  quarter
             would've  been about a half  million  lower or about a half a cent
             per share lower than we reported.

             Just a couple  comments on cash flow.  This  quarter we  continued
             to  experience  the very  strong  cash  flow that  we've  seen all
             year.  For  the  quarter  we  generated  operating  cash  flow  of
             approximately  $91  million  bringing  the  total  for the year to
             approximately  $258  million.  This is a 50% increase for the year
             over the prior year and a clear record for the company.






             In the current  quarter  our cash  balances  grew by $73  million.
             Again that's driven by our operating cash flows.

             Outside  of  operating   cash  flows   related  to  financing  and
             investing  activities  in the  current  quarter,  we  also  repaid
             approximately $22 million of debt.

             The Degussa  arbitration  which we've  mentioned on previous calls
             was  also   settled   in  the   quarter.   And  we  paid   Degussa
             approximately  $10 million during the fourth quarter.  This is the
             final payment on the Degussa Dental transaction.

             From a source of cash  perspective  we also  received as mentioned
             earlier  approximately  $23.5  million  upon  the  closing  of the
             PracticeWorks transaction.

             Inventory  days  stood at 93 at the end of the year  versus 100 at
             the  end  of  September  and  also  100 at  the  end of the  2002.
             Receivable  days  stood at 50 at the end of 2003  versus 56 at the
             end of September and 49 at the end of 2002.

             CAPEX was $23  million  in the  quarter  and $78  million  for the
             year.  Looking forward,  sources and uses of cash in the near term
             include $16 million that we have - today we have  actually paid to
             Astra  Zeneca in January.  That's  following  the  approval by the
             FDA of the Oraqix application.

             And of course we  anticipate  collecting  $102.5  million upon the
             closing of our sale of the Gendex  equipment  business.  And again
             we anticipate that in the first quarter of 2004.






             Also as  mentioned  in December - or as  announced in December the
             board of directors has  authorized a repurchase of up to 1 million
             shares  of  DENTSPLY  stock.  To date we have  not  purchased  any
             shares under that authorization.

             From a capital  perspective at the end of the quarter we had total
             debt  balances  of  $812  million  including  $22  million  that's
             included  in current  liabilities.  We also had cash  balances  of
             $164 million and the value of our derivative  contracts related to
             our debt which is reported as an asset of $63 million.

             So on a net debt  basis,  debt  less  cash less the value of those
             derivatives  we had net debt of $585 million.  We started the year
             at $699  million  under  this same net debt  measure so as you can
             see we've had a  substantial  reduction in the leverage  that's on
             our balance sheet during the year.

             As a  percentage  of total  capital our net debt now stands at 34%
             versus 46% if measured on a  comparable  net debt basis at the end
             of 2002.

             Last thing on capital  we're very  pleased  this month to see that
             Standard  & Poors  upgraded  the  outlook  on our BBB+  rating  to
             stable.

             Looking  at the full year  results  sales  growth  for all of 2003
             increased  10.8% as reported and 11%  excluding  precious  metals.
             Excluding  the  precious  metals  internal  growth  was  4.5%  and
             currency added 6.6%.  Net  divestiture  actually  reduced sales by
             .1%.






             Operating margins for the full year were 19.6% excluding  precious
             metals  compared to 20.3% for all of 2002.  The margins in 2003 do
             reflect $3.7 million  restructuring  charges  which was  mentioned
             earlier.  While margins for 2002 actually  reflect $2.7 million of
             restructuring  type gains which  accounted  for most of the change
             in the operating margins on a year over year basis.

             Interest and other expense in 2003 was $16.8  million  compared to
             $35.4  million  in 2002.  The 2003  amount  includes  the total of
             $7.4 million in gains related to PracticeWorks  including the mark
             to market on the warrants  throughout  the year. And 2002 included
             $2.6 million of losses related to PracticeWorks.

             In  addition  in  2002  we had a $3.5  million  loss  on  currency
             exchange   versus  a  small  gain  in  2003.   The  tax  rate  for
             continuing  operations for the full year of '03 was 32.4%,  down a
             half a point from 32.9% in 2002.

             Net earnings  from  continuing  operations  was $169.9  million in
             2003,  an 18.2%  increase  over the prior year.  And  earnings per
             share from  continuing  operations  was $2.11 compared to $1.80 in
             2002.

             The current year's  earnings from  continuing  operations  include
             the non-recurring  gains on PracticeWorks  that we mentioned which
             is about 6 cents a  share.  And  also  the  restructuring  charges
             previously  mentioned  of  about 3 cents a  share  after  tax.  So
             operationally  the earnings from  continuing  operations was about
             $2.08 per share for this year.

             Income from discontinued  operations was 5 cents per share in both
             2003  and  2002.   And  total  net  income  for  2003  was  $174.2
             million.  That's up 17.7%.  And  earnings per share were $2.16 per
             share, up 16.7% over 2002.






             The $2.16 for the current  year  includes  again 6 cents per share
             benefit  from  PracticeWorks  and in total about 4 cents per share
             in   restructuring   and   impairment    charges   including   the
             restructuring charges included in discontinued operations.

             So net of these items  earnings  per share were $2.14 for the year
             and  that  compares  to the  estimates  that  were in place at the
             beginning of the year of $2.04 to $2.07.

             Again we're very pleased to report these  record  setting  results
             for both the fourth quarter and the full year.

             And  we'd  like to  thank  you for  your  continuing  interest  in
             DENTSPLY.  And we'd  like to take any  questions  you have at this
             time.  Thank you.

Operator:    At this  time I would  like to remind  everyone  in order to ask a
             question  please  press star then the  number 1 on your  telephone
             key  pad.  We will  pause  for just a moment  to  compile  the Q&A
             roster.

             Your first  question comes from the line of Dax Vlassis with Gates
             Capital.

Dax Vlassis: Yes I was  wondering  was any debt  reclassified  to held for sale
             from what you had on your debt balances at the end of the 9/03Q?

Bret Wise:   No Dax.  This is Bret Wise.  There was no debt  attributed  to the
             discontinued  operations.  The  changes we had in debt  during the
             quarter were we actually repaid about $22 million of debt.






             And then we also  reclassified  out of long term  debt to  current
             debt about $22 million of - it's  actually  Japanese yen debt that
             becomes due at the end of '04.

Dax Vlassis: So the $22 million is all that's in current  liabilities as far as
             short term debt and the current portion long term debt?

Bret Wise:   That's correct.

Dax Vlassis: Okay.  And then I was  wondering  what was your D&A for, you know,
             after reclassifying for this year and last year?

Bret Wise:   D&A for 2003 is about $48  million.  And last  year it would  have
             been about $44 million.

Dax Vlassis: And what do you expect it to be this coming year in 2004?

Bret Wise:   I  expect  it to be  slightly  higher  than  the  $48  million  so
             probably $48 to $50.

Dax Vlassis: Okay.  And what do you expect to spend on CAPEX in 2004?

Bret Wise:   Our target today is about $65 million.

Dax Vlassis: Sixty  five  million.  Okay.  And then the tax rate is it going to
             be similar to this year for 2004?

Bret Wise:   If there  are no  legislative  changes  then I think  the tax rate
             might trend down slightly - maybe a couple tenths of a point.

Dax Vlassis: Okay.  Thanks.






Operator:    Your  next  question  comes  from the  line of  Derrek  Leckow  of
             Barrington Research.

Derrek Leckow:  Thanks and good morning and  congratulations on a strong finish
             to the year.

Gary Kunkle: Thanks Derrek.

Derrek Leckow:  I just had a  question  for Bret.  On the sales  could you give
             us the sales results,  you know,  including the  discontinued  ops
             for the quarter?  I know there's  about $27.8  million in there in
             Q4 '02.  I think my projections included those operations.

Bret Wise:   I have it for the year actually.

Derrek Leckow:  Okay that's fine.

Bret Wise:   I don't have it for the quarter but for the year the  discontinued
             ops had about $105 million in sales.

Derrek Leckow:  Okay.  Thanks.  That's  helpful.  And then Gary you're going to
             be  developing a lot of cash on your  balance  sheet it looks like
             in the next  couple  of  quarters.  And I  wondered  if you  could
             discuss your plans for acquisitions.

             Or are you going to be  accelerating  your pace of share  buyback.
             I know you have a million  authorized  now. But it seems like with
             all the  cash  that's  coming  in  here  you'll  probably  have an
             opportunity to do that.






Gary Kunkle: Well the share  buyback  is  certainly  an  option.  But our first
             choice would be  acquisitions.  That's really how we can stimulate
             the growth of the  business.  And we're very  actively  looking at
             opportunities.

             Probably  the  most  probable  area  would be an area  that  we're
             currently  in - to  expand  market  share and  product  categories
             where  we  might  be   light  or  to   expand   market   share  in
             geographies.

             If you're  looking  outside of areas that we are  currently  in we
             have  talked a lot about this new Office of  Advanced  Technology.
             If we saw a  technology  that we were  excited  about  that  had a
             dental  application  and it required  an equity  position we would
             consider that.

             In the absence of an acquisition  opportunity  we would  certainly
             look at repurchase of stock.

Derrek Leckow:  So  that'd  be the  most  logical  choice  then.  So the  first
             choice would be  acquisition.  The second  choice  share  buyback.
             And perhaps third choice would be increasing  the dividend?  Would
             that be an option also?

Gary Kunkle: I don't  think  so. I think we  probably  would  look at - and the
             share buyback and acquisition  might not be either or, it might be
             both.

Derrek Leckow:  Okay.  Great.  Thanks a lot.

Operator:    Your next  question  comes from the line of Suey Wong of Robert W.
             Baird.

Suey Wong:   Thank you.  Gary you  mentioned  that  you're  looking for general
             growth to accelerate to the 5% to 6% range.






Gary Kunkle: Right.

Suey Wong:   You've  given a number  of  factors.  Which of those do you  think
             are the most important to see your general growth accelerate?

Gary Kunkle: Well the one that's  most  important  is the one that has been our
             platform for growth all along, in this,  innovation.  New products
             are what drive  customers  to make  change.  And that is a primary
             platform.

             If you're  specifically at '04 there's  certainly some things that
             are going to drive  innovation  for that year - or excuse me drive
             growth for that year.  One of which is that we've seen  indicators
             in  the  fourth  quarter  of a  pick  up in  consumables  as I had
             described  in my  comments.  And I believe  that's a  carry-foward
             into 2004.

             And  secondly if you look at some of the other  markets like Latin
             America and Asia which have pretty  much been  depressed  all year
             we see a turn around in the fourth  quarter  and we think  that'll
             continue through '04.

Suey Wong:   What's your outlook here for growth in the lab market in '04?

Gary Kunkle: Excuse me?

Suey Wong:   The outlook for growth in the lab market in '04.

Gary Kunkle: Well  that's  really  hard to predict  Suey  because we don't have
             data on lab like we do on dental  consumables.  It's an  important
             part because ex-precious metals it's about 23% of our business.






             But we did see the crown and bridge  materials have a double digit
             growth in the  fourth  quarter.  If we can just get the  equipment
             piece  to at least be  neutral  then I expect  you can see the lab
             piece moving to mid to high single digits.

Suey Wong:   Okay.  Also  you  talked  about  distributor  rebalancing.  Do you
             think that's over now?

Gary Kunkle: I sure  hope  so.  It  was a real  surprise.  We  had  gotten  the
             information for October,  November, and December for what they had
             sold out the door and  compared  it to the  quarter  and it was an
             absolute $5 million swing.

             I don't - of course  they have  always  had an  ongoing  desire to
             reduce  inventory as they  should.  But we just have never seen it
             of that  magnitude  within a short  period of time. I don't expect
             to see that - at least that much within a short  period of time in
             the future.

Suey Wong:   Gary one last question  here.  How are current  January trends for
             the lab consumables area and also current distributor ordering?

Gary Kunkle: You know,  the lab trends are strictly  anecdotal  Suey. I mean we
             hear  that  the  trend  that  we  saw  in the  fourth  quarter  is
             continuing.  And quite  frankly  looking at  January  it's hard to
             determine  the trend in 2-1/2  weeks.  But we don't  see  anything
             that's disappointing.

Suey Wong:   Was the feedback positive from the Dental Lab Show recently?

Gary Kunkle: Which one are you referring to?

Suey Wong:   The one that was just held in Las Vegas.






Gary Kunkle: Yes  we  had  a  good  showing   there.   And  we've  gotten  good
             feedback.  Cercon continues to be of high interest.

Suey Wong:   Okay.  Lastly the  distributor  ordering  for the month of January
             has that picked up some?

Gary Kunkle: Suey it's only 2-1/2 weeks.  I mean, it's just too early to tell.

Suey Wong:   All right.  Fair enough.  Thank you.

Operator:    Your  next  question  comes  from the line of Walter  Landauer  of
             Landauer Capital.

Walter Landauer:     Yes I  wanted  to see what  your  option  policy  is as to
             general  guidance  if you didn't  have  options  granted  that you
             would  make an effort to match that with a share  buyback.  I have
             a couple of other questions.

Gary Kunkle: The options are 1 to 1.5  million.  And I'm sorry the  question on
             share buyback was?

Walter Landauer:     The question whether you pursue a policy of matching?

Gary Kunkle: No we do not. I mean our...

Walter Landauer:     You do not.






Gary Kunkle: No our  strategy  really on share  buyback  is  really  kind of an
             option  that's there.  If we have the cash  available and we don't
             see a  viable  acquisition.  Our  preference  would  always  be to
             invest in something that's going to grow the business.

Walter Landauer:     Right.  And in the  aggregate you say the number of shares
             that are - the options  that you've  granted were between 1 to 1.5
             million shares.  Is that right for last year?

Gary Kunkle: That's correct.

Walter Landauer:     I see.  I also  want to  know  whether  you are  expecting
             geographic  growth in the China and India  geographic  areas to be
             substantial or just for this year versus last year.

Gary Kunkle: Well  historically in that area we've had double digit growth.  As
             you know the last 18 months or so has been  depressed  - primarily
             because of SARS.  As I  reported  that  business  is up about 4.9%
             internally in the fourth quarter.  And it's a positive trend.

             And as long as we don't get any  surprises  there's  no reason why
             that shouldn't  continue trending up to a point where it's back to
             its normal growth for us at least.

Walter Landauer:     The 4.9% is for - is  expected  for this year  versus last
             year from the China and India is that....

Gary Kunkle: No that was the reported growth for the fourth quarter.






Walter Landauer:     Oh Q4.  Actual growth.

Gary Kunkle: Right.

Walter Landauer:     Do you have any - can you give me some  feel  whether  you
             think the market share - domestic and foreign in the  aggregate is
             expected to increase - the outlook is expected to increase.

Gary Kunkle: Well our  projections  should  we  achieve  a 5% to 6%  growth  on
             average  in 2004 in the  categories  in  which we are now in would
             represent a market share increase.

Walter Landauer:     I see.  And I think  that's  about it. In your most recent
             quarter  that you  reported the effect of SARS has risen or stayed
             about the same?

Gary Kunkle: Actually I'd say  probably  the  business  has  improved  from the
             impact was in the past.

Walter Landauer:     I  see.  So  the  Q4  shows  some   improvement  over  the
             preceding quarters as far as that effect is concerned.

Gary Kunkle: Thank you Walter.

Walter Landauer:     All right.  Thank you.

Operator:    Your  next  question  comes  from the line of  (Jason  Rogers)  of
             (Larger Great Lakes Review).






Greg Halter: Actually  it's Greg  Halter LJR Great Lakes  Review.  Bret can you
             comment  on what  your  pension  expense  was for 2003 if you have
             that figure?

Bret Wise:   Greg I don't have that figure  yet.  I'll  probably  get that over
             the next couple of weeks.  Obviously  it's been  recorded  because
             the actuarial  valuations  were done.  But I just don't have it at
             my fingertips.

             Last year in total  pensions  were $5.6  million.  I don't  expect
             that  to  change   dramatically   because  we  have  very   modest
             assumptions  on  asset  returns.  And  discount  rates  did drop a
             little  bit so that  would have an  impact.  But it  shouldn't  be
             material.

Greg Halter: Okay.  And can you  provide a breakout in terms of  percentage  of
             your sales for each one of the geographic regions?

Bret Wise:   Balance?  Yeah  we can  give  you  some  idea  of  that.  This  is
             actually with precious metal.

Greg Halter: Okay.

Gary Kunkle: But to say it is with continuing operations.

Bret Wise:   Yeah continuing  operations with precious metals the United States
             was 44%; Europe was 37%; Asia was about 3-1/2%;  Latin America 4%;
             Japan  5%;  and then the  remainder  is the rest of the  world for
             2002.  United  States was 42%,  Europe 41%, Asia 3%, Latin America
             3%, Japan 5% for 2003.






Greg Halter: Okay.  And  last  question  is  will  you  be  providing  restated
             numbers for continuing  operations for each one of the first three
             quarters of 2002 and 2003?

Bret Wise:   We will do that when we file our 10-K.  Yes we will do that.

Greg Halter: Okay.  Great.  Thank you.

Operator:    You have a follow up  question  from the line of (Dax  Vlassis) of
             Gates Capital.

Dax Vlassis: Just to  review  the - your  basically  non-core  activities.  You
             have the Oraqix payment of $16 million.  That happened in January?

Bret Wise:   Yeah that happened in January '04.

Dax Vlassis: Right.  And then you have the  proceeds  of the  Gendex  which you
             said is about $102 or $103?

Bret Wise:   Yeah  and  that's  also in - that's a  perspective  event  when it
             closes in '04.

Dax Vlassis: Right.  And that's the net number?

Bret Wise:   That's the gross proceeds.

Dax Vlassis: Gross  proceeds.   Okay.  And  then  accrued  cash   restructuring
             charges are about $12 to $15 million?






Bret Wise:   Yes.

Dex Vlassis:          Okay.  And that's it as far as non-core?

Bret Wise:   Correct.

Dax Vlassis: Okay.  And the total change in  principal  amount of your debt due
             to the change and the effects for the year?

Bret Wise:   For the year?  Yeah let me get that.

Dax Vlassis: What was the principal amount of that note?

Bret Wise:   Of which note?  The Eurobond?  It's 350 million euros.

Dax Vlassis: Right.

Bret Wise:   Let's see.

Dax Vlassis: That's all I have.

Bret Wise:   Yeah I can get you that  number.  The  effect of  currency  on our
             debt for the year.  I can get you that  number  after the call.  I
             don't seem to have it here with me.

Dax Vlassis: Okay.  Thanks.

Operator:    Again if you would like to ask a question  please  press star then
             the number 1 on your telephone key pad.






             Your next question comes from the line of Frank  Pinkerton of Banc
             of America Securities.

Frank Pinkerton:     Hey  guys.  Actually  if I could  ask a  couple  questions
             around the inventory and the distribution  channel.  How do you go
             about  tracking  that?  What are your goals as far as either,  you
             know,  day's  sales or weeks of  sales in the  channel?  And,  you
             know,  what are the procedures you use to try to regulate and keep
             that constant?

Gary Kunkle: First of all let me comment on the  inventory  because  we're very
             pleased  with  93 but I have  to tell  you I  don't  think  that's
             sustainable.  As I said in the last  call  that we  would  end the
             year at 102. And of course  within that was an $8.5 million  build
             for the move of the  warehouse.  We used  less  than  half of that
             build to move it which obviously reduced that inventory.

             The  second  initiative  that  was  going  on was we had a  global
             initiative  to reduce  inventory at every  location  that began in
             the  second  quarter.  We had  seen a  modest  improvement  in the
             third  quarter  and the  fourth  quarter  was a very very  sizable
             improvement  which  really  contributed  to it  going  down  to 93
             days.

             Having  looked at how we got  there  finished  goods  are  reduced
             entirely too much. I think it's going to  compromise  service.  So
             I think  moving  forward  you can expect  that it's going to climb
             back up in the  first  and  second  quarters  both to make sure we
             don't  compromise  service and to support new product  build.  And
             then we're  going to target  back in the mid-90s by the end of the
             year.






             To answer your question  about  procedure we have a target for our
             two distribution  centers -- North American and Europe -- for each
             one of them annually with  quarterly  thresholds and they submit a
             plan as to how they're going to accomplish that.

             In each of our  manufacturing  locations that are supplying  those
             warehouses  we have a  similar  set up each  year  with a plan for
             their raw  materials  and their work in process as to how  they're
             going  to  reduce  that.  And that is  really  how we get to these
             targeted reductions we've had year on year.

Frank Pinkerton:     Okay.  Thank you. I guess the second  line of  questioning
             here can you speak to prices  increases?  Are those usually things
             across  the  broader  product  line done at the  beginning  of the
             year.  And what those look like in 2004?

Gary Kunkle: Actually  Frank  they're  done   throughout  the  year  and  those
             decisions are made at each of the  individual  locations  based on
             their particular businesses.

Frank Pinkerton:     Thank you.

Operator:    You have a follow up  question  from the line  Walter  Landauer of
             Landauer Capital.

Walter Landauer:     Yes to what  extent do you  engage in  hedging  operations
             against currency and perhaps specifically on the precious metals?

Bret Wise:   Walter  this is Bret  Wise.  On  currency  we  hedge  when we have
             intercompany  cross  currency  exposures  that we can't  naturally
             hedge  by  either  another  cross   currency   exposure  or  by  a
             transaction.  We'll enter into hedges for that.






             We don't  typically  hedge the  projected  earnings of the foreign
             subsidiaries back to U.S. dollars however.

             With  respect  to  metals   because  our  metals  are  held  on  a
             consignment  basis we have the  capability  of acquiring the metal
             at about  the  same  that we  price  the sale of the  metal to the
             customer.  And  thus we get - the sale of the  metal  is  almost a
             pure  pass-thru  and there's no need for a hedge  because we don't
             hold a long position in the precious metals.

Walter Landauer:     I see.  All  right.  One other  question  on the  precious
             metals I didn't  jot down I think  the  effect  that the  precious
             metals operations had on earnings per share for the last year.

Gary Kunkle: We don't disclose product line type earnings Walter.

Walter Landauer:     I see.  Okay.  That's all.

Gary Kunkle: That's all.

Operator:    Thank you.  At this time there are no further questions.

Gary Kunkle: Well thank you all for  joining  us today.  And thank you for your
             support and your ongoing interest in DENTSPLY.

Operator:    Thank you. This  concludes  today's  conference  call. You may now
             disconnect.


END