SecProbe.io

April 5, 2011
 Via E-mail

Stanley M. Bergman, Chief Executive Officer  Henry Schein, Inc. 135 Duryea Road  Melville, NY 11747
Re: Henry Schein, Inc.
  Form 10-K for the Fiscal Year Ended December 25, 2010   Filed February 22, 2011
File No. 000-27078

Dear Mr. Bergman:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Consolidated Financial Statements

Management Discussion & Analysis, page 37
 1. We note that you do not provide a discussion of  cost of sales for each segment.  Please
add or expand your gross profit discussion to quantify and discuss th e significant drivers
of cost of sales.  One of the primary objectives  of MD&A is to give readers a view of the
company through the eyes of management, and to do this, companies should identify and
address those key variables and other quali tative and quantitativ e factors which are
peculiar to and necessary fo r an understanding and evaluatio n of the individual company.
Please refer to Item 303(a) of Regulation S- K and to our Release 33-8350, available on
our website at www.sec.gov/rules/ interp/33-8350.htm.  Please provi de us with the text of
your proposed disclosure to be included in future filings based on your MD&A as of December 31, 2010.

Stanley M. Bergman
Henry Schein, Inc. April 5, 2011 Page 2

Notes to the Consolidated Financial Statements
Note 9 – Business Acquisitions, Discontinued Oper ations, Divestitures and Other Transactions
Acquisitions, page 79
 2. We note that you acquired a majority interest  in Butler Animal Health Holding Company,
LLC (BAHS) for $351.1 million effective December 31, 2009.  We note that you
contributed some assets, assumed debt and paid  some cash to complete  this acquisition.
Please clarify the various components of the total consideration and which amounts were
cash and non-cash and whether it was recorded at  fair value.  Please discuss if there was
any contingent consideration.  Please provide us  with the text of your  proposed disclosure
to be included in future filings.
 3. We note your disclosure on page 46 that BAHS incurred approximately $320.0 million of
debt (of which $37.5 million was provided by He nry Schein, Inc.) in connection with the
acquisition of a majority interest in BAHS.  Please reconcile this debt to the $200 million
bank indebtedness in the allocat ion of the consideration for the acquisition on page 79.
 4. You state total consideration for the acqui sition of BAHS included $96.1 million of value
for noncontrolling interests.  Plea se revise to disclose how this amount was computed and
if it represents the fair value of the no ncontrolling interest in the acquiree at the
acquisition date and the valuat ion technique(s) and significant  inputs used to measure the
fair value of the noncontrolling interest as required by FASB 805- 20-50-1(e).  Please
provide us with the text of your proposed disc losure to be included in future filings.
 Note 15 - Segment and Geographic Data, page 92

 5. We note that you have aggregated four operati ng segments in your healthcare distribution
reporting segment which represent 97% of your total revenues.  Give n the wide range of
products categories being aggregated in this  reportable segment (consumable products,
small equipment, laboratory products, large equipment, equipment repair services,
branded and generic pharmaceuticals, vaccines,  surgical products, diagnostic tests,
infection control products and vitamins for de ntal, medical and animal health), please
help us understand how you have met the ag gregation criteria in ASC 280-10-50-11.
Please provide us with your an alysis of the economic characteristics and trends for each
of the last three fiscal years.  Please in clude detailed explanations for any apparent
differences in economic characteristics and tr ends.  Explain why each of these differences
would not be considered an indication of di fferences in economic characteristics between
these operating segments and your basis for concluding that each difference was only
temporary.

Stanley M. Bergman
Henry Schein, Inc. April 5, 2011 Page 3

Exhibits

6. We note that you have omitted various schedul es, exhibits, and/or various attachments
from Exhibits 4.1, 4.2, 10.28, 10.29, 10.32, and 10.33.  We also note that Exhibits 4.1,
4.2 and 10.28  have not been filed in execute d form.  Please confirm that you will file
Exhibits 4.1, 4.2, 10.28, 10.29, 10.32, and 10.33 in their entirety and in executed form with your next periodic report.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Questions may be directed to Blaise Rhodes at (202) 551-3774 or Nasreen Mohammed,
Assistant Chief Accountant, at (202) 551-3773 for accounting issues and Edwin S. Kim at (202)
551-3297 or me at (202) 551-3790 for all other issues.

Sincerely,
         /s/ John Reynolds          John Reynolds
Assistant Director