SCHEIN HENRY INC
424B3, 1998-12-30
CATALOG & MAIL-ORDER HOUSES
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Prospectus Supplement                    Rule 424(b), Registration No. 333-68015

                              HENRY SCHEIN, INC.

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

                       1,059,011 SHARES OF COMMON STOCK

                               ($0.01 Par Value)

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


         This Prospectus Supplement supplements the Prospectus dated December
17, 1998 (the "Prospectus") relating to the proposed sales of up to 1,059,011
shares of the common stock, $0.01 par value (the "Common Stock"), of Henry
Schein, Inc. (the "Company"). Capitalized terms used herein and not otherwise
defined have the meanings assigned in the Prospectus. Of the 1,059,011 Offered
Shares originally Offered pursuant to the Prospectus, none have been sold.

         The Selling Stockholder table is being amended so as to read, in its
entirety as follows:

                             SELLING STOCKHOLDERS

         The following table lists the names and business addresses of each
Selling Stockholder, the number of shares of Common Stock beneficially owned
by each Selling Stockholder as of December 30, 1998, and the number of Offered
Shares being offered by each Stockholder. Except as noted below, each Selling
Stockholder in the table has sole voting and investment power as to the
Offered Shares shown as being owned by such person.

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

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
     COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
               UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

               The date of this Supplement is December 30, 1998

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<TABLE>
<CAPTION>
                                           Number of Shares                             Number of Shares   
                                            Beneficially          Number of Shares     to be Beneficially  
    Name and Address                   Owned Prior to Offering        Offered         Owned After Offering 
    ----------------                   -----------------------        -------         -------------------- 
                                         Number       Percent                          Number      Percent    
                                         ------       -------                          ------      -------    
                                                                                       

<S>                                    <C>            <C>         <C>                 <C>          <C>
Edward M. Meer (1)                       961,481        2.5%         281,667           679,814      1.7%
1878 Pineridge Court                                                                 
Bloomfield Hills, MI 48302                                                           
                                                                                     
Brian D. Meer (1)                        569,972        1.5%         200,000           369,972        *
3020 Middlebelt Road                                                                 
West Bloomfield, MI 48323                                                            
                                                                                     
Robert D. Meer (1)                       359,831          *          130,000           229,831        *
15060 Burton                                                                         
Oak Park, MI 48237                                                                   
                                                                                     
Jeffrey A. Meer (1)                        7,901          *            7,901                 0        0
5453 Claridge                                                                        
West Bloomfield, MI 48322                                                            
                                                                                     
Norma Handelsman (1)                     137,193          *           35,000           102,193        *
1343 Forest Bay Drive                                                                
Waterford, MI 48328                                                                  
                                                                                     
Herbert Handelsman (1)                    79,853          *           25,000            54,853        *
1343 Forest Bay Drive                                                                
Waterford, MI 48328                                                                  
                                                                                     
Tedd Handelsman (1)                      170,951          *          115,000            55,951        *
24954 Arcadia                                                                        
Novi, MI 48374                                                                       
                                                                                     
Amy Molnar                               198,951          *          100,000            98,951        *
3367 Fox Woods Court                                                                 
West Bloomfield, MI 48324                                                            
                                                                                     
John Eric Handelsman                      14,859          *           14,859                 0        0
1343 Forest Bay Drive                                                                
Waterford, MI 48328                                                                  
                                                                                     
Walter Weems (2)                         121,000          *          108,901            12,099        *
6770 Oakhall Ln                                                                      
Suite 121                                                                            
Columbia, Maryland 21045                                                             
                                                                                     
Kerry B. Wolfe                             7,350          *            7,350                 0        0
20 North Wacker, Suite 3550                                                          
Chicago, Illinois 60606                                                              
                                                                                     
Meer Family Foundation(3)                  6,667          *            6,667                 0        0
15060 Burton                                                                         
Oak Park, MI 48237                                                                   
                                                                                     
United Jewish Foundation                  21,666          *           21,666                 0        0
6735 Telegraph Road                                                                  
P.O. Box 2030                                                                        
Bloomfield Hills, MI 48303-2030                                                      
                                                                                     
Fidelity Investments                       5,000          *            5,000                 0        0
Charitable Gift Fund                                                             
82 Devonshire Street, F1A
Boston, MA 02109
</TABLE>


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


<PAGE>

*   Denotes less than 1%.

(1)      Represents shares which such shareholder holds in trust for his or
         her family members and/or charities for which such stockholder is
         trustee.

(2)      Represents shares which such shareholder holds through Columbia
         Medical, Inc.

(3)      Represents shares which such shareholder received as a gift from
         Robert D. Meer, Trustee of the Robert D. Meer Revocable Living Trust
         dated August 20, 1991, a selling stockholder.

(4)      Represents shares which such shareholder received as gifts of 3,333
         shares and 18,333 shares from Robert D. Meer, Trustee of the Robert
         D. Meer Revocable Living Trust dated August 20, 1991 and Edward M.
         Meer, Trustee of the Edward M. Meer Revocable Living Trust dated
         November 17, 1972 (the "Trustee"), respectively. Both of the Trustees
         of the Trusts are selling Stockholders.

(5)      Represents shares which such shareholder received as a gift from
         Herbert B. Handelsman, Trustee of the Herbert B. Handeslman Revocable
         Living Trust dated December 18, 1993, a selling stockholder.

            The Selling Shareholders intend to offer and sell the Offered Shares
as described in the Prospectus under the caption "PLAN OF DISTRIBUTION".






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