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May 2, 2011

VIA ELECTRONIC TRANSMITTAL

Mr. John Reynolds, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    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. Reynolds:

In response to your letter dated April 5, 2011 regarding your review of the above referenced
filing, the following represents our responses corresponding to the numbered comments in your
letter.

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 the 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 qualitative and quantitative factors which are peculiar to and necessary
for an understanding and evaluation 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 provide us with the text of your proposed
disclosure to be included in future filings based on your MD&A as of December 31, 2010.

    We will comply with the above request in our future filings beginning with our Form 10-Q filing
for the quarter ended March 26, 2011. Please see Exhibit A to this letter containing the text
of our proposed disclosure of gross profit to be included in future filings based on our
Management Discussion and Analysis for the year ended December 25, 2010.

Notes to the Consolidated Financial Statements

Note 9 — Business Acquisitions, Discontinued Operations, 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.

    We contributed $86.0 million of net assets (which did not include any cash), we incurred
$127.0 million incremental debt used primarily to finance Butler Holding stock redemptions,
and we paid $41.9 million in cash. Beginning with our Form 10-Q filing for the quarter ended
March 26, 2011, we propose to include the following disclosure within our footnote on Business
Acquisitions.

    Total consideration for the acquisition of BAHS, including $96.1 million of value for
noncontrolling interests, was $351.1 million, summarized as follows:

    Net cash consideration paid by Henry Schein, Inc.

    $
    41,990

    Net book value of the United States animal health operations’
assets and liabilities contributed

    86,048

    Fair value of noncontrolling interest in BAHS

    96,110

    Incremental debt incurred

    127,000

    Total consideration

    $
    351,148

    Please note that there was no contingent consideration for our acquisition of the majority
interest in BAHS.

    Please see Exhibit B to this letter containing the full text of our proposed disclosure of the
BAHS acquisition to be included in future filings. (Note that Exhibit B also includes proposed
text addressing item 4 below.)

    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 Henry 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 allocation of the consideration for the acquisition on page 79.

    We provide the following (amounts in millions):

    Existing bank indebtedness of BAHS at the acquisition date

    $
    200

    Incremental debt incurred

    127

    Other

    (7
    )

    Resulting debt at closing of acquisition

    $
    320

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    4.

    You state total consideration for the acquisition of BAHS included $96.1 million of value
for noncontrolling interests. Please revise to disclose how this amount was computed and if
it represents the fair value of the noncontrolling interest in the acquiree at the
acquisition date and the valuation 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 disclosure to be included in future filings.

    We will include the following disclosure within our footnote on Business Acquisitions
beginning with our Form 10-Q filing for the quarter ended March 26, 2011.

    “We estimated the $96.1 million fair value of noncontrolling interest in BAHS as of the
acquisition date by applying an income approach as our valuation technique. Our income
approach followed a discounted cash flow method, which applied our best estimates of future
cash flows and an estimated terminal value discounted to present value at a rate of return
taking into account the relative risk of the cash flows. To confirm the reasonableness of the
value derived from the income approach, we also analyzed the values of comparable companies
which are publicly traded.”

    Please see Exhibit B to this letter containing the full text of our proposed disclosure of the
BAHS acquisition to be included in future filings. (Note that Exhibit B also includes proposed
disclosures related to item 2 above.)

Note 15 — Segment and Geographic Data, page 92

    5.

    We note that you have aggregated four operating segments in your healthcare distribution
reporting segment which represent 97% of your total revenues. Given 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 dental, medical and animal health), please help us understand how you have met
the aggregation criteria in ASC 280-10-50-11. Please provide us with your analysis of the
economic characteristics and trends for each of the last three fiscal years. Please include
detailed explanations for any apparent differences in economic characteristics and trends.
Explain why each of these differences would not be considered an indication of differences in
economic characteristics between these operating segments and your basis for concluding that
each difference was only temporary.

    We have concluded that our dental, medical, animal health and international operating segments
exhibit similar long-term financial performance and have similar economic characteristics.
We have also concluded that our operating segments have similar
operating characteristics in all of the areas required by ASC 280-10-50-11 that are applicable
to our business. We provide below the basis for our conclusions.

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    Economic characteristics

    With respect to your request that we provide our analysis of the economic characteristics and
trends of our healthcare distribution reportable segment for each of the last three years, we
refer you to Exhibit C, which summarizes the net sales, operating income, and operating income
as a percentage of net sales (“operating margin”) for the fiscal years ended 2010, 2009, and
2008.

    We are supplementally providing Exhibit C to you pursuant to the procedures set forth in 17
C.F.R. § 200.83 and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. Exhibit
C, and the information contained therein, are nonpublic and confidential and remain the
property of Henry Schein, Inc. We hereby request that Exhibit C, and all copies thereof, be
returned to the undersigned promptly following completion of your review thereof.

    Although we have considered other financial measures, we have always judged operating margin
to be the best indicator of economic characteristics when evaluating the aggregation criteria
given our specific facts and circumstances. Internally our businesses are analyzed
principally based on operating income because, as discussed in our financial statements, costs
related to purchasing, receiving, inspections, warehousing, internal inventory transfers and
other costs of our distribution network are included in selling, general and administrative
expenses along with other operating costs. Operating income also serves as a primary component
in determining the business segments leaders’ incentive bonus compensation. Additionally, when
we evaluate acquisition targets, we focus on the target’s operating income, operating margin
and return on investment.

    As indicated in Exhibit C, operating income margins are relatively consistent across our
operating segments. The dental operating segment is able to achieve higher operating margins
due primarily to its relative product and customer mix. Although we offer a wide range of
common products across the dental, medical, and animal health operating segments, the mix of
those products varies. For example, the contribution of pharmaceutical products to revenues
is greater in the medical and animal health businesses than in dental. These sales generally
result in lower operating margins. Conversely, the dental business gets a more significant
portion of its sales from private label products as compared to our medical and animal health
businesses. Sales of our private label products often achieve operating margins that exceed
our overall average operating margin. Additionally, differences in customer mix contribute to
the variances in the respective operating margins. For example, the dental business has
relatively fewer large-group customers than the medical and animal health operating segments.
Large-group customers tend to have greater purchasing power resulting in lower operating
margins.

    Regarding the trends in operating margin as illustrated in Exhibit C, we expect medical
operating margins to continue to improve due to ongoing initiatives that we expect will
improve pricing while leveraging costs. We also expect animal health operating margins to
stabilize and improve in future years as our integration of BAHS is complete and we
introduce pricing and cost-containment strategies similar to those applied over the years in
our dental business. Conversely,

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    the dental operating segment, as indicated by its relatively
flat operating margin in recent years, will likely not have as significant growth in its
operating margins in the coming years.

    We also believe our operating segments have similar growth rates and react to changes in
similar ways. From a macroeconomic perspective, we estimate that prior to the recent
recession, the dental, medical, animal health and international markets grew at a 4% to 6%
annual rate. During the recession, we believe market growth rates have been flat to negative
low-single digits annually in each of our operating segments. In addition, from a Company
perspective, we have not experienced any significant volatility in one operating segment
versus the others in recent years. As indicated in the net sales and operating margin figures
in Exhibit C, there has not been a substantial variance in year-over-year performance that was
specific to a particular operating segment. (Note the significant increase in animal health
sales in 2010 was due to the acquisition of BAHS. The decrease in operating margin in 2010 in
our animal health operating segment was primarily due to the integration costs incurred
following the acquisition.) This period covers the recent recession as well as the more
recent beginning of the economic recovery. As disclosed in our release of 2010 earnings, on a
constant currency basis, our internal growth (i.e., rate of growth excluding acquisitions) in
net sales in each of our operating segments is similar. Such growth in 2010 for our dental,
medical, animal health, and international operating segments was 2.2%, 2.3%, 0.6%, and 4.0%,
respectively.

    Operating characteristics

    Our response below focuses on the operating similarities of our dental, medical and animal
health activities in North America. The characteristics of these activities are substantially
the same in our international operations. Accordingly, the support for aggregating our North
American operations provided herein applies to our international operating segment as well.
With specific reference to the requirements of ASC 280-10-50-11, please note the following:

(a) The nature of the products and services

    Although we do sell a broad range of products, as described on page 92 of our Form 10-K,
substantially all the products may be categorized as healthcare products. The intent of
listing these products is to inform investors of our wide range of products and our ability to
serve as the principal (“one-stop”) supplier to customers in the healthcare field. Numerous
product groups are offered to customers across all of our operating segments, including hand
instruments, infection control products, surgical products, gloves, wound closure products,
pharmaceutical products and equipment. Given the large number and wide range of common
product offerings, we do not manage our business by product and service categories.
Product-related functions, such as procurement and warehousing, are managed centrally. We also
have a centralized group that focuses on marketing our dental, medical and animal health
private label products.

(b) The nature of the production processes

    This is not applicable to us due to our immaterial level of production activity. In 2010,
revenues generated by our manufacturing business units were approximately 2.2% of our total
consolidated revenues.

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(c) The type or class of customer for their products and services

    Across all of our operating segments, our customer base has several common characteristics.
Substantially all of our customers are healthcare providers, including office-based
practitioners, health clinics, and private and public institutions. Our customers tend to
place relatively small orders (in 2010, our average order sizes were $425 for animal health
customers, $562 for dental customers, and $628 for medical customers) with frequent orders
being placed along with a requirement for quick delivery due to limited storage capacities at
their practice locations. Although we have a sales force that is distinct to each operating
segment, including sales specialists who focus on specific product categories, our sales
approach, including field sales consultants, telesales representatives, catalogs, etc., is
common to all our customers. Our customer service functions (delivery status and assistance,
customer queries, etc.) are provided by a single group of people who support all of our
operating segments.

(d) The methods used to distribute products or provide services

    Substantially all products within our healthcare distribution reportable segment are
distributed via third-party freight companies (i.e., United Parcel Service, etc.) from our
warehouses. Within our warehouses, products are stored based on cube size, frequency of
ordering, and any special handling requirements, such as refrigeration, and are not segregated
by operating segment. As indicated in (c) above, order sizes are relatively small, thus small
parcel delivery is the typical form of distribution.

    Our dental and medical operati