SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2006

                                       OR

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        For the transition period from ______________ to _______________

                         Commission File Number 0-16211

                           DENTSPLY International Inc.
       ---------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

                          Delaware                   39-1434669
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                (State or other jurisdiction of    (I.R.S. Employer
                 incorporation or organization)      Identification No.)


                221 West Philadelphia Street, York, PA 17405-0872
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               (Address of principal executive offices) (Zip Code)

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
 Yes [X]    No  [ ]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer [X]   Accelerated filer [  ]  Non-accelerated filer [  ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).    Yes [ ]   No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: At May 5, 2006 the Company had
78,948,764 shares of Common Stock outstanding, with a par value of $.01 per
share.

                                  Page 1 of 33




                           DENTSPLY INTERNATIONAL INC.
                                    FORM 10-Q

                        For Quarter Ended March 31, 2006

                                      INDEX



                                                                        Page No.

PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements (unaudited)
         Consolidated Condensed Statements of Income                           3
         Consolidated Condensed Balance Sheets                                 4
         Consolidated Condensed Statements of Cash Flows                       5
         Notes to Unaudited Interim Consolidated Condensed
           Financial Statements                                                6

     Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations                        23

     Item 3 - Quantitative and Qualitative Disclosures
         About Market Risk                                                    29

     Item 4 - Controls and Procedures                                         30


PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings                                               31

     Item 1A - Risk Factors                                                   31

     Item 2 - Unregistered Sales of Securities and Use of Proceeds            32

     Item 6 - Exhibits                                                        32

Signatures                                                                    33




DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(unaudited)


                                               Three Months Ended
                                                   March 31,

                                                2006      2005
                                              -------   -------
                                    (in thousands, except per share amounts)

Net sales                                    $ 430,996 $ 406,975
Cost of products sold                          210,860   198,034
                                               -------   -------

Gross profit                                   220,136   208,941
Selling, general and administrative expenses   145,431   138,548
Restructuring costs (Note 8)                     4,697       268
                                               -------   -------

Operating income                                70,008    70,125

Other income and expenses:
  Interest expense                               2,094     6,327
  Interest income                               (2,781)   (2,310)
  Other income, net                               (514)   (4,242)
                                                ------    -------

Income before income taxes                      71,209    70,350
Provision for income taxes                      21,205    21,301
                                                ------    ------

Net income                                    $ 50,004  $ 49,049
                                              ========  ========

Earnings per common share - (Note 3):
  -Basic                                        $ 0.63    $ 0.61
  -Diluted                                      $ 0.62    $ 0.60


Cash dividends declared per common share       $ 0.070   $ 0.060


Weighted average common shares outstanding (Note 3):
     Basic                                      78,999    80,703
     Diluted                                    80,530    82,289

See accompanying notes to unaudited interim consolidated condensed financial
statements.




DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)

                                                                                                 March 31,       December 31,
                                                                                                   2006             2005
                                                                                                 -------           -------
                                                                                                      (in thousands)
                                                                                                        
Assets
    Current Assets:
       Cash and cash equivalents                                                              $   412,719      $   434,525
       Accounts and notes receivable-trade, net                                                   275,106          254,822
       Inventories, net (Notes 1 and 6)                                                           226,442          208,179
       Prepaid expenses and other current assets                                                  149,859          132,517
                                                                                                  -------          -------

          Total Current Assets                                                                  1,064,126        1,030,043

    Property, plant and equipment, net                                                            309,825          316,218
    Identifiable intangible assets, net                                                            67,707           68,600
    Goodwill, net                                                                                 945,461          933,227
    Other noncurrent assets                                                                        55,035           59,241
                                                                                                   ------           ------

Total Assets                                                                                  $ 2,442,154      $ 2,407,329
                                                                                              ===========      ===========

Liabilities and Stockholders' Equity
    Current Liabilities:
       Accounts payable                                                                          $ 88,408         $ 82,317
       Accrued liabilities                                                                        143,595          159,846
       Income taxes payable                                                                        68,477           86,859
       Notes payable and current portion
          of long-term debt                                                                       477,787          412,212
                                                                                                  -------          -------

          Total Current Liabilities                                                               778,267          741,234

    Long-term debt                                                                                186,861          270,104
    Deferred income taxes                                                                          43,757           42,912
    Other noncurrent liabilities                                                                  123,610          111,311
                                                                                                  -------          -------
          Total Liabilities                                                                     1,132,495        1,165,561
                                                                                                ---------        ---------

    Minority interests in consolidated subsidiaries                                                   183              188
                                                                                                ---------        ---------

    Commitments and contingencies (Note 10)

    Stockholders' Equity:
       Preferred stock, $.01 par value; .25 million
         shares authorized; no shares issued                                                            -                -
       Common stock, $.01 par value; 200 million shares authorized;
           81.4 million shares issued at March 31, 2006 and December 31, 2005                         814              814
       Capital in excess of par value                                                             169,197          170,607
       Retained earnings                                                                        1,196,318        1,151,856
       Accumulated other comprehensive income (Note 2)                                             63,794           56,454
       Treasury stock, at cost, 2.2 million shares at March 31, 2006 and
          2.5 million shares at December 31, 2005                                                (120,647)        (138,151)
                                                                                                 --------         --------

          Total Stockholders' Equity                                                            1,309,476        1,241,580
                                                                                                ---------        ---------

Total Liabilities and Stockholders' Equity                                                    $ 2,442,154      $ 2,407,329
                                                                                              ===========      ===========

See accompanying notes to unaudited interim consolidated condensed financial statements.






DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)


                                                                                          Three Months Ended
                                                                                              March 31,

                                                                                          2006             2005
                                                                                        -------           -------
                                                                                            (in thousands)
                                                                                                

Cash flows from operating activities:

Net Income                                                                            $  50,004         $  49,049

Adjustments to reconcile net income to net cash
provided by operating activities:
  Depreciation                                                                           10,064            11,100
  Amortization                                                                            2,031             2,332
  Share-based compensation expense                                                        4,295                 -
  Restructuring and other costs                                                           4,697               268
  Other, net                                                                            (59,712)          (37,781)
                                                                                        -------           -------

Net cash provided by operating activities                                                11,379            24,968

Cash flows from investing activities:

Capital expenditures                                                                     (9,139)           (8,548)
Acquisitions of businesses, net of cash acquired                                         (3,309)           (5,854)
Expenditures for identifiable intangible assets                                             (15)              (96)
Realization of swap value                                                                     -             3,416
Other, net                                                                                   87             2,896
                                                                                        -------           -------

Net cash used in investing activities                                                   (12,376)           (8,186)

Cash flows from financing activities:

Payments on long-term borrowings                                                        (34,503)          (47,370)
Net change in short-term borrowings                                                       6,726             1,717
Cash paid for treasury stock                                                             (8,109)          (31,109)
Cash dividends paid                                                                      (5,520)           (4,839)
Proceeds from exercise of stock options                                                  13,500            12,920
Excess tax benefits from share-based compensation                                         1,130                 -
                                                                                        -------           -------

Net cash used in financing activities                                                   (26,776)          (68,681)
                                                                                        -------           -------

Effect of exchange rate changes on cash and cash equivalents                              5,967           (17,768)
                                                                                        -------           -------

Net decrease in cash and cash equivalents                                               (21,806)          (69,667)

Cash and cash equivalents at beginning of period                                        434,525           506,369
                                                                                        -------           -------

Cash and cash equivalents at end of period                                            $ 412,719         $ 436,702
                                                                                      =========         =========

See accompanying notes to unaudited interim consolidated condensed financial statements.






                           DENTSPLY INTERNATIONAL INC.

     NOTES TO UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                 March 31, 2006


     The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim  financial  statements and the instructions
to Form 10-Q and Rule 10-01 of Regulation  S-X. The year-end  condensed  balance
sheet data was derived from audited financial  statements,  but does not include
all  disclosures  required by accounting  principles  generally  accepted in the
United  States  of  America.  In the  opinion  of  management,  all  adjustments
(consisting only of normal  recurring  adjustments)  considered  necessary for a
fair statement of the results for interim  periods have been  included.  Results
for interim  periods  should not be considered  indicative of results for a full
year.  These  financial  statements  should  be read  in  conjunction  with  the
Consolidated  Financial  Statements and Notes thereto  included in the Company's
most recent Form 10-K filed March 14, 2006.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
and all majority-owned subsidiaries.  Intercompany accounts and transactions are
eliminated in consolidation.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
as of the date of the financial  statements and the reported  amounts of revenue
and expense during the reporting period.  Actual results could differ from those
estimates, if different assumptions are made or if different conditions exist.

Accounts and Notes Receivable-Trade

     The Company  sells dental  equipment  and supplies both through a worldwide
network of  distributors  and  directly to end users.  For  customers  on credit
terms,  the Company  performs  ongoing  credit  evaluation  of those  customers'
financial  condition and generally  does not require  collateral  from them. The
Company  establishes  allowances  for  doubtful  accounts for  estimated  losses
resulting  from  the  inability  of its  customers  to make  required  payments.
Accounts and notes  receivable-trade  are stated net of these  allowances  which
were $15.6  million and $15.3  million at March 31, 2006 and  December 31, 2005,
respectively.

     Certain of the  Company's  customers  are  offered  cash  rebates  based on
targeted sales increases.  In accounting for these rebate programs,  the Company
records an accrual as a reduction of net sales for the estimated rebate as sales
take place  throughout  the year in accordance  with Emerging  Issues Task Force
("EITF") 01-09,  "Accounting for  Consideration  Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)".

Inventories

     Inventories  are stated at the lower of cost or market.  At March 31,  2006
and December 31, 2005, the cost of $12.4 million,  or 5%, and $10.3 million,  or
5%,  respectively,  of  inventories  was  determined  by the last-in,  first-out
("LIFO") method.  The cost of other  inventories was determined by the first-in,
first-out ("FIFO") or average cost methods. The Company establishes reserves for
inventory  estimated  to be obsolete  or  unmarketable  equal to the  difference
between the cost of inventory and estimated  market value based upon assumptions
about future demand and market conditions.

     If the FIFO method had been used to determine the cost of LIFO inventories,
the amounts at which net inventories are stated would be higher than reported at
March  31,  2006  and  December  31,  2005 by $2.9  million  and  $2.6  million,
respectively.





Valuation of Goodwill, Indefinite-Lived Intangible Assets and Other Long-Lived
Assets

     Assessment  of  the  potential  impairment  of  goodwill,  indefinite-lived
intangible  assets  and  other  long-lived  assets  is an  integral  part of the
Company's normal ongoing review of operations.  Testing for potential impairment
of these assets is significantly  dependent on numerous assumptions and reflects
management's  best estimates at a particular point in time. The dynamic economic
environments  in which the  Company's  businesses  operate and key  economic and
business  assumptions  with  respect  to  projected  selling  prices,  increased
competition and introductions of new technologies can  significantly  affect the
outcome of impairment  tests.  Estimates  based on these  assumptions may differ
significantly  from actual results.  Changes in factors and assumptions  used in
assessing  potential  impairments  can  have a  significant  impact  on both the
existence  and  magnitude  of  impairments,  as well as the time at  which  such
impairments  are  recognized.   If  there  are  unfavorable   changes  in  these
environments  or assumptions,  future cash flows,  the key variable in assessing
the impairment of these assets,  may decrease and as a result the Company may be
required to recognize impairment charges.  Future changes in the environment and
the  economic  outlook  for the assets  being  evaluated  could  also  result in
additional impairment charges being recognized.  Information with respect to the
Company's significant accounting policies on long-lived assets for each category
of long-lived asset is discussed below.

     Property, Plant and Equipment

         Property, plant and equipment are stated at cost, net of accumulated
     depreciation. Except for leasehold improvements, depreciation for financial
     reporting purposes is computed by the straight-line method over the
     following estimated useful lives: buildings - generally 40 years and
     machinery and equipment - 4 to 15 years. The cost of leasehold improvements
     is amortized over the shorter of the estimated useful life or the term of
     the lease. Maintenance and repairs are charged to operations; replacements
     and major improvements are capitalized. These assets are reviewed for
     impairment whenever events or circumstances suggest that the carrying
     amount of the asset may not be recoverable in accordance with Statement of
     Financial Accounting Standards No. 144 ("SFAS No. 144"), "Accounting for
     the Impairment or Disposal of Long-Lived Assets". Impairment is based upon
     an evaluation of the identifiable undiscounted cash flows. If impaired, the
     resulting charge reflects the excess of the asset's carrying cost over its
     fair value.


     Identifiable Finite-lived Intangible Assets

         Identifiable finite-lived intangible assets, which primarily consist of
     patents, trademarks and licensing agreements, are amortized on a
     straight-line basis over their estimated useful lives. These assets are
     reviewed for impairment whenever events or circumstances suggest that the
     carrying amount of the assets may not be recoverable in accordance with
     SFAS No. 144. The Company closely monitors intangible assets related to new
     technology for indicators of impairment, as these assets have more risk of
     becoming impaired. Impairment is based upon an evaluation of the
     identifiable undiscounted cash flows. If impaired, the resulting charge
     reflects the excess of the asset's carrying cost over its fair value.

     Goodwill and Indefinite-Lived Intangible Assets

         The Company follows Statement of Financial Accounting Standards No. 142
     ("SFAS No. 142"), "Goodwill and Other Intangible Assets", which requires
     that at least an annual impairment test be applied to goodwill and
     indefinite-lived intangible assets. The Company performs impairment tests
     on at least an annual basis using a fair value approach rather than an
     evaluation of the undiscounted cash flows. If impairment is identified on
     goodwill under SFAS No. 142, the resulting charge is determined by
     recalculating goodwill through a hypothetical purchase price allocation of
     the fair value and reducing the current carrying value to the extent it
     exceeds the recalculated goodwill. If impairment is identified on
     indefinite-lived intangibles, the resulting charge reflects the excess of
     the asset's carrying cost over its fair value.

         The Company performs the required annual impairment assessments,
     typically in the second quarter of each year, with the assessment including
     an evaluation of approximately 25 reporting units. In addition to the
     annual impairment test, SFAS No. 142 also requires that impairment
     assessments be made more frequently if events or changes in circumstances
     indicate that the goodwill or indefinite-lived intangible assets might be
     impaired. As the Company learns of such changes in circumstances through
     periodic analysis of actual events or through the annual development of
     operating unit business plans in the fourth quarter of each year or
     otherwise, impairment assessments are performed as necessary.


Derivative Financial Instruments

     The Company  adopted  Statement of Financial  Accounting  Standards No. 133
("SFAS  No.  133"),   "Accounting   for  Derivative   Instruments   and  Hedging
Activities",  on January 1, 2001. This standard,  as amended by SFAS No. 138 and
149,  requires that all derivative  instruments be recorded on the balance sheet
at their fair value and that  changes in fair value be  recorded  each period in
current earnings or comprehensive income.

     The Company  employs  derivative  financial  instruments  to hedge  certain
anticipated   transactions,   firm   commitments,   or  assets  and  liabilities
denominated in foreign currencies.  Additionally,  the Company utilizes interest
rate  swaps to  convert  floating  rate debt to fixed  rate,  fixed rate debt to
floating rate,  cross  currency  basis swaps to convert debt  denominated in one
currency  to another  currency,  and  commodity  swaps to fix its  variable  raw
materials costs.

Pension and Other Postretirement Benefits

     Substantially  all of the employees of the Company and its subsidiaries are
covered  by  government  or   Company-sponsored   defined   benefit  or  defined
contribution plans. Additionally,  certain union and salaried employee groups in
the United States are covered by a  postretirement  healthcare  plan.  Costs for
Company-sponsored  plans are based on expected  return on plan assets,  discount
rates,  employee  compensation  increase  rates and  health  care  cost  trends.
Expected  return on plan  assets,  discount  rates,  and health  care cost trend
assumptions are particularly  important when  determining the Company's  benefit
obligations  and net  periodic  benefit  costs  associated  with  postretirement
benefits. Changes in these assumptions can impact the Company's pretax earnings.
In determining  the cost of  postretirement  benefits,  certain  assumptions are
established  annually  to  reflect  market  conditions  and plan  experience  to
appropriately  reflect  the  expected  costs as  actuarially  determined.  These
assumptions  include  medical  inflation trend rates,  discount rates,  employee
turnover and mortality rates. The Company predominantly uses liability durations
in  establishing  its  discount  rates,  which  are  observed  from  indices  of
high-grade  corporate  bond  yields in the  respective  economic  regions of the
plans.  The  expected  return on plan assets is the weighted  average  long-term
expected return based upon asset  allocations  and historic  average returns for
the markets where the assets are invested, principally in foreign locations.

Revenue Recognition

     Revenue,  net of related  discounts and allowances,  is recognized when the
earnings  process is  complete.  This  occurs  when  products  are shipped to or
received by the customer in accordance  with the terms of the  agreement,  title
and risk of loss have been  transferred,  collectibility is probable and pricing
is  fixed or  determinable.  Net  sales  include  shipping  and  handling  costs
collected from customers in connection with the sale.

     A  significant  portion of the Company's net sales is comprised of sales of
precious metals generated through its precious metal alloy product offerings. As
the precious metal content of the Company's  sales is largely a pass-through  to
customers,  the Company uses its cost of precious metal purchased as a proxy for
the precious  metal content of sales,  as the precious metal content of sales is
not separately  tracked and invoiced to customers.  The Company believes that it
is reasonable to use the cost of precious metal content purchased in this manner
since precious metal alloy sale prices are typically adjusted when the prices of
underlying  precious  metals  change.  The precious  metals content of sales was
$47.2  million and $37.7  million for the three  months ended March 31, 2006 and
2005, respectively.

Stock Compensation

     The Company has stock  options  outstanding  under three stock option plans
(1993 Plan,  1998 Plan and 2002 Amended and Restated  Plan).  Further grants can
only be made under the 2002 Plan.  Under the 1993 and 1998  Plans,  a  committee
appointed by the Board of Directors  granted to key  employees  and directors of
the Company  options to  purchase  shares of common  stock at an exercise  price
determined  by such  committee,  but not less than the fair market  value of the
common stock on the date of grant.  Options generally expire ten years after the
date of grant under these plans and grants become  exercisable  over a period of
three years after the date of grant at the rate of  one-third  per year,  except
that they become immediately exercisable upon death, disability or retirement.

     The 2002 Plan  authorized  grants of 7.0  million  shares of common  stock,
(plus any  unexercised  portion of canceled or terminated  stock options granted
under the DENTSPLY International Inc. 1993 and 1998 Stock Option Plans), subject
to adjustment as follows:  each January,  if 7% of the outstanding common shares
of the Company exceed 7.0 million,  the excess becomes available for grant under
the Plan. The 2002 Plan enables the Company to grant  "incentive  stock options"
("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, to key employees of the Company,  and "non-qualified  stock options"
("NSOs")  which  do not  constitute  ISOs  to  key  employees  and  non-employee
directors of the Company.  The 2002 Plan also enables the Company to grant stock
which is subject  to  certain  forfeiture  risks and  restrictions  ("Restricted
Stock"),  stock delivered upon vesting of units  ("Restricted  Stock Units") and
stock appreciation rights ("SARs").  ISOs and NSOs are collectively  referred to
as  "Options".  Options,  Restricted  Stock,  Restricted  Stock  Units and Stock
Appreciation Rights are collectively  referred to as "Awards".  Grants of equity
compensation  to key  employees  are  solely  discretionary  with  the  Board of
Directors of the Company.  Awards  generally expire ten years from date of grant
and become  exercisable  over a period of three years after the date of grant at
the rate of one-third per year, except that they become immediately  exercisable
upon death, disability or retirement. Such awards are granted at exercise prices
not less than the fair market value of the common stock on the grant date.

     Future  option  grants  may only be made  under the 2002  Plan,  which will
include the unexercised  portion of canceled or terminated options granted under
the 1993 or 1998 Plans.  The number of shares available for grant under the 2002
plan as of March 31,  2006 was  3,975,000  shares.  Each  non-employee  director
receives an automatic  grant of NSOs to purchase 9,000 shares of common stock on
the date he or she  becomes a  non-employee  director  and an  additional  9,000
options on the third  anniversary of the date of the  non-employee  director was
last granted an option.

     Effective  January 1, 2006, the Company adopted the provisions of Statement
of Financial  Accounting  Standards  No. 123 (revised  2004) ("SFAS No.  123R"),
"Share-Based Payment",  requiring that compensation cost relating to share-based
payment  transactions  be recognized in the  financial  statements.  The cost is
measured at the grant date, based on the calculated fair value of the award, and
is  recognized  as an  expense  over the  employee's  requisite  service  period
(generally the vesting period of the equity awards).  The  compensation  cost is
only to be  recognized  for the portion of the awards that are expected to vest.
Prior to January 1, 2006, the Company accounted for share-based  compensation to
employees in accordance  with Accounting  Principles  Board Opinion No. 25 ("APB
No.   25"),   "Accounting   for  Stock   Issued  to   Employees",   and  related
interpretations.  The Company  also  followed  the  disclosure  requirements  of
Statement  of  Financial   Accounting   Standards  No.  123  ("SFAS  No.  123"),
"Accounting for Stock-Based Compensation",  as amended by Statement of Financial
Accounting  Standards  No. 148 ("SFAS No.  148"),  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure". The Company adopted SFAS No. 123R using
the modified  prospective method and,  accordingly,  our unaudited  consolidated
condensed  financial  statements as of and for the first quarter ended March 31,
2006 reflect the impact of adopting SFAS No. 123R.  Also in accordance  with the
modified  prospective  method of adoption,  the financial  statement amounts for
periods  prior to  January  1,  2006  presented  in this Form 10-Q have not been
restated  to reflect  the fair value  method of  recognizing  compensation  cost
relating to non-qualified stock options.

     In addition to the  requirement  to recognize  compensation  cost for those
awards granted  subsequent to the adoption of SFAS No. 123R,  SFAS No. 123R also
requires that  stock-based  compensation  be recognized for  stock-based  awards
granted  prior to the  adoption of SFAS No.  123R,  but not yet vested as of the
date of adoption.  This  compensation cost is based on the grant date fair value
estimated in accordance  with the pro forma  provisions of SFAS No. 148 and SFAS
No. 123. Accordingly, the compensation cost recognized by the Company during the
quarter ended March 31, 2006 included both the compensation cost associated with
stock-based  awards granted  during the quarter,  as well as  compensation  cost
associated with any unvested shares as of December 31, 2005.

     The  total  compensation  cost  related  to  non-qualified   stock  options
recognized  in the  operating  results for the quarter  ended March 31, 2006 was
$4.3 million, including the cost for stock-based awards granted prior to January
1, 2006,  but not yet vested as of that date.  These costs were  included in the
cost of products  sold and selling,  general and  administrative  expenses.  The
associated  future income tax benefit  recognized  during the three months ended
March 31, 2006 was $1.1 million.  The remaining  unamortized  compensation  cost
related to 3,603,000  non-qualified stock options is $27.3 million which will be
expensed over the weighted average remaining  vesting period of the options,  or
1.7 years.  Cash received from stock option exercises for the three months ended
March 31, 2006,  was $13.5 million.  It is the Company's  policy to issue shares
from treasury stock when options are  exercised.  The estimated cash tax benefit
to be realized  for the options  exercised  in the three  months ended March 31,
2006, is $2.6 million.  The aggregate intrinsic value of stock options exercised
in the three months  ended March 31, 2006,  was $8.2 million and for the balance
of outstanding stock options was $114.3 million.

     The fair value of each option award is estimated on the date of grant using
the Black-Scholes option-pricing model. The Black-Scholes option valuation model
was developed for use in estimating the fair value of short-term  traded options
that have no vesting  restrictions and are fully transferable,  and requires the
input of certain  assumptions that require an element of judgment on the part of
management to determine.  The  significant  assumptions  that require the use of
management's  judgment  include  the  expected  stock price  volatility  and the
expected life of the option. For the quarters ended March 31, 2006 and 2005, the
Company has relied on observations of both historical  volatility trends as well
as implied  future  volatility  derived from traded  options of the Company with
features  similar to those of the  options  being  valued.  In  determining  the
expected life of the option grants, the Company has observed the actual terms of
prior grants with similar  characteristics,  the actual vesting  schedule of the
grants and has  assessed  the term of grants  still being held by each  optionee
group.




     In addition to the assumptions noted previously,  the Black-Scholes  option
pricing  model also  requires  the input of the expected  dividend  yield of the
underlying equity  instrument and the risk-free  interest rate for a period that
coincides with the expected life of the option.  The expected  dividend yield is
based on the dividend rates at the time the option is issued. The risk-free rate
for the expected life of the option is based on the U.S. treasury yield curve in
effect at the time of grant. The following table sets forth the assumptions used
to determine  compensation cost for our non-qualified  stock options  consistent
with the requirements of SFAS No. 123R:

                                                            Weighted Average
                                                              Three Months
                                                             Ended March 31,
                                                                 2006
                                                                 ----
Per share fair value                                           $ 14.94
Expected dividend yield                                           0.49%
Risk-free interest rate                                           4.66%
Expected volatility                                                 21%
Expected life (years)                                             4.74


     Under  APB  No.  25  there  was no  compensation  cost  recognized  for the
Company's  non-qualified  stock  options  awarded in the quarter ended March 31,
2005, as these  non-qualified  stock options had an exercise  price equal to the
market value of the underlying stock at the grant date. The following table sets
forth  pro  forma  information  as if  compensation  cost  had  been  determined
consistent with the requirements of SFAS No. 123 for the quarter ended March 31,
2005:

                                               Three Months Ended
                                                   March 31,
                                                     2005
                                                     ----
                                    (in thousands, except per share amounts)

Net income, as reported                            $ 49,049
Deduct: Stock-based employee compensation
  expense determined under fair value
  method, net of related tax                         (2,773)
                                                     ------
Pro forma net income                               $ 46,276
                                                   ========

Basic earnings per common share
  As reported                                        $ 0.61
  Pro forma under fair value based method            $ 0.57

Diluted earnings per common share
  As reported                                        $ 0.60
  Pro forma under fair value based method            $ 0.56


     The  following  sets  forth  fair  value per share  information,  including
related  assumptions,  used to determine  compensation  cost consistent with the
requirements of SFAS No. 123:

                                                            Weighted Average
                                                              Three Months
                                                             Ended March 31,
                                                                 2005
                                                                 ----
Per share fair value                                           $ 14.56
Expected dividend yield                                           0.45%
Risk-free interest rate                                           5.03%
Expected volatility                                                 20%
Expected life (years)                                             5.50



     The following is a summary of the status of the Plans as of March 31, 2006
and changes during the quarter then ended:

                       Outstanding            Exercisable
                    ------------------    ------------------

                                Weighted            Weighted       Available
                                Average              Average         for
                                Exercise            Exercise         Grant
                     Shares      Price     Shares    Price          Shares

December 31, 2005   6,930,447   $ 40.14   4,626,109  $ 33.85      4,025,030
Granted                76,300     56.86                             (76,300)
Exercised            (372,927)    33.86                                   -
Expired/Canceled      (26,154)    49.72                              26,154
                      -------                                        ------

March 31, 2006      6,607,666   $ 40.65   4,331,363  $ 34.08      3,974,884
                    =========                                     =========

     The weighted average remaining  contractual term of all outstanding options
is 6.8 years and the weighted average remaining  contractual term of exercisable
options is 5.7 years.

     In addition,  SFAS No. 123R amended SFAS No. 95 ("SFAS No. 95"), "Statement
of Cash Flows",  to require that excess tax benefits from  exercised  options be
reported as a financing  cash inflow  rather than as a reduction  of taxes paid.
Prior to the  adoption of SFAS No. 123R,  the Company  recorded all tax benefits
from deductions in excess of  compensation  expense as an operating cash flow in
accordance  with SFAS No. 95.  Upon the  adoption of SFAS No. 123R on January 1,
2006, the Company began to reflect the tax benefits from deductions in excess of
compensation  expense as an inflow from financing activities in the Statement of
Cash Flows rather than as an  operating  cash flow as in prior  periods.  As the
Company has adopted  SFAS No. 123R using the  modified  prospective  method,  no
adjustment has been made to the prior year periods reported in this Form 10-Q.

New Accounting Pronouncements

     In May 2005,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standard No. 154 ("SFAS No. 154"), "Accounting
Changes and Error Corrections." SFAS No. 154 requires retroactive application of
a voluntary change in accounting  principle to prior period financial statements
unless it is  impracticable.  SFAS No. 154 also requires that a change in method
of depreciation,  amortization or depletion for long-lived, non-financial assets
be accounted for as a change in accounting estimate that is affected by a change
in accounting  principle.  SFAS No. 154 replaces APB Opinion No. 20, "Accounting
Changes"  and SFAS No. 3,  "Reporting  Accounting  Changes in Interim  Financial
Statements  ". SFAS No.  154 is  effective  for  fiscal  years  beginning  after
December 15, 2005.  The adoption of this standard has not had a material  impact
on the Company's financial statements, nor does the Company expect this standard
to have a material impact on the Company's financial statements.

     In February  2006,  the FASB issued SFAS No. 155,  "Accounting  for Certain
Hybrid Financial Instruments", which eliminates the exemption from applying SFAS
No. 133 to interests in securitized financial assets so that similar instruments
are accounted for similarly regardless of the form of the instruments.  SFAS No.
155 also  allows the  election  of fair value  measurement  at  acquisition,  at
issuance,  or when a previously  recognized financial instrument is subject to a
remeasurement  event.  Adoption  is  effective  for  all  financial  instruments
acquired  or issued  after the  beginning  of the first  fiscal year that begins
after  September 15, 2006.  Early  adoption is  permitted.  The Company does not
expect  the  application  of this  standard  to have a  material  impact  on the
Company's financial statements.

     In March  2006,  the FASB  issued  an  exposure  draft  that  seeks to make
improvements to Statement of Financial  Accounting Standards No. 132R ("SFAS No.
132R"),   "Employers'   Accounting  for  Defined   Benefit   Pension  and  Other
Postretirement Plans". The proposed amendment would not alter the basic approach
to measuring  plan assets,  benefit  obligations,  or net periodic  benefit cost
(expense).  Major changes to SFAS No. 132R proposed in the amendment  include 1)
the  recognition  of an asset or liability  for the  overfunded  or  underfunded
status of a defined  benefit plan,  2) the  recognition  of actuarial  gains and
losses and prior service  costs and credits in other  comprehensive  income,  3)
measurement of plan assets and benefit  obligations as of the employer's balance
sheet date, rather than at interim  measurement dates as currently allowed,  and
4) disclosure of additional  information  concerning  actuarial gains and losses
and prior service costs and credits  recognized in other  comprehensive  income.
The amendment's  requirement for public  companies to recognize on their balance
sheet the asset or  liability  associated  with the  overfunded  or  underfunded
status of a defined  benefits  pension  plan would take effect for years  ending
after  December  15,  2006.  Companies  would be required to  synchronize  their
measurement  dates to the end of their fiscal years beginning after December 31,
2006.



NOTE 2 - COMPREHENSIVE INCOME

     The components of comprehensive income, net of tax, are as follows:

                                                           Three Months Ended
                                                               March 31,
                                                            2006        2005
                                                            ----        ----
                                                              (in thousands)
Net income                                               $ 50,004     $ 49,049
Other comprehensive income:
     Foreign currency translation adjustments              14,106      (47,900)
     Unrealized gain on available-for-sale securities         137           14
     Net gain (loss) on derivative financial
       instruments                                         (6,903)       6,066
                                                           ------        -----
Total comprehensive income                               $ 57,344      $ 7,229
                                                         ========      =======

     During the quarter ended March 31, 2006, foreign currency translation
adjustments included currency translation gains of $18.1 million and partially
offset by losses of $4.0 million on the Company's loans designated as hedges of
net investments. During the quarter ended March 31, 2005, foreign currency
translation adjustments included translation losses of $58.8 million, partially
offset by gains of $10.9 million on the Company's loans designated as hedges of
net investments.

     The balances included in accumulated other comprehensive income in the
consolidated balance sheets are as follows:

                                                     March 31,      December 31,
                                                       2006            2005
                                                       ----            ----
                                                           (in thousands)
Foreign currency translation adjustments            $ 70,320         $ 56,214
Net gain on derivative financial
  instruments                                          8,409           15,312
Unrealized gain on available-for-sale securities         501              364
Minimum pension liability                            (15,436)         (15,436)
                                                     -------          -------
                                                    $ 63,794         $ 56,454
                                                    ========         ========

     The cumulative foreign currency translation adjustments included
translation gains of $146.0 million and $127.9 million as of March 31, 2006 and
December 31, 2005, respectively, offset by losses of $75.7 million and $71.7
million, respectively, on loans designated as hedges of net investments.



NOTE 3 - EARNINGS PER COMMON SHARE

     The dilutive effect of outstanding options and restricted stock is
reflected in diluted earnings per share by application of the treasury stock
method, which in the current period includes consideration of stock-based
compensation required by SFAS No. 123R. The following table sets forth the
computation of basic and diluted earnings per common share:

                                                        Three Months Ended
                                                             March 31,
                                                      2006            2005
                                                      ----            ----
                                                    (in thousands, except
                                                         per share amounts)
Basic Earnings Per Common Share Computation

Net income                                          $50,004         $49,049

Common shares outstanding                            78,999          80,703

Earnings per common share - basic                    $ 0.63          $ 0.61

Diluted Earnings Per Common Share Computation

Net income                                          $50,004         $49,049

Common shares outstanding                            78,999          80,703
Incremental shares from assumed exercise
    of dilutive options                               1,531           1,586
                                                      -----           -----
Total shares                                         80,530          82,289

Earnings per common share - diluted                  $ 0.62          $ 0.60

     There were no options to purchase shares of common stock outstanding during
the quarters ended March 31, 2006 and 2005 that had an anti-dilutive effect on
the computation of diluted earnings per share.




NOTE 4 - BUSINESS ACQUISITIONS

     Effective February 2006, the Company acquired all the outstanding capital
stock of Prident International, Inc. ("Prident") for consideration of
approximately $2.7 million. The purchase agreement provides for an additional
earn-out payment based upon the operating performance of the business during the
five-year period ending in February 2011. If these financial operating targets
are met, this earn-out would be between 4% and 8% of the cumulative sales for
the five years ended February 2011. Prident was primarily operating as an
off-shore dental laboratory. The results of operations of Prident are included
in the accompanying financial statements since the effective date of the
transaction. The purchase price has been allocated on the basis of preliminary
estimates of the fair values of assets acquired and liabilities assumed. The
Company purchased Prident primarily to provide its U.S. laboratory customers
with a broader offering of services in order to provide them with an alternative
to current offshore services.

     In addition to the acquisition of Prident, the Company also acquired a
small distributor of implant products in Italy for consideration of 0.5 million
Euros (approximately $0.6 million).


NOTE 5 - SEGMENT INFORMATION

     The Company follows Statement of Financial Accounting Standards No. 131
("SFAS No. 131"), "Disclosures about Segments of an Enterprise and Related
Information". SFAS No. 131 establishes standards for disclosing information
about reportable segments in financial statements. The Company has numerous
operating businesses covering a wide range of products and geographic regions,
primarily serving the professional dental market. Professional dental products
represented approximately 98% of sales for the periods ended March 31, 2006 and
2005.

     The operating businesses are combined into operating groups which have
overlapping product offerings, geographical presence, customer bases,
distribution channels, and regulatory oversight. These operating groups are
considered the Company's reportable operating segments under SFAS No. 131 as the
Company's chief operating decision-maker regularly reviews financial results at
the operating group level and uses this information to manage the Company's
operations. The accounting policies of the segments are consistent with those
described for the consolidated financial statements in the summary of
significant accounting policies (see Note 1). The Company measures segment
income for reporting purposes as operating profit before restructuring, interest
and taxes. A description of the services provided within each of the Company's
three reportable segments is provided below.

     In January 2006, the Company reorganized its operating group structure into
three operating groups from the four groups under the prior management
structure, as a result of certain organizational changes in the first quarter
of 2006. The reportable operating segment information below reflects this
revised structure for all periods shown.

     A description of the activities provided within each of the Company's three
reportable operating segments follows:

U.S., Europe, CIS, Middle East, Africa Consumable Business/Canada

     This business group includes responsibility for the design, manufacturing,
sales, and distribution for certain small equipment, chairside consumable
products and dental anesthetics in the U.S., Europe, the Commonwealth of
Independent States ("CIS"), Middle East, Africa and the sales and distribution
of substantially all Company products in Canada. This business group also has
responsibility for the sales and distribution of endodontic products in the U.K.
and endodontic and laboratory products in France, Italy, Middle East, Africa,
and the CIS.

Australia/Latin America/Endodontics/Non-dental

     This business group includes responsibility for the design, manufacture,
and/or sales and distribution of dental anesthetics, chairside consumable and
laboratory products in Brazil. This business group also has responsibility for
the sales and distribution of all Company dental products sold in Australia and
Latin America. Additionally, this business group includes the responsibility for
the design and manufacturing for endodontic products, and is responsible for
sales and distribution of all Company endodontic products in the U.S., Canada,
Switzerland, Benelux, Scandinavia, and Eastern Europe, and certain endodontic
products in Germany. This business group is also responsible for the Company's
non-dental business.

Dental Laboratory Business/Implants/Orthodontics/Japan/Asia

     This business group includes the responsibility for the design and
manufacture of laboratory products in the U.S., Puerto Rico, Germany, The
Netherlands and China, and for the sales and distribution for these products in
the U.S., Germany, Austria, the U.K., Benelux, Scandinavia, Iberia, Eastern
Europe, and certain products in Italy. Additionally, this business group is
responsible for the design, manufacture, worldwide sales and distribution of
substantially all of the Company's dental implant and bone generation products
and the worldwide sales and distribution of the Company's orthodontic products.
This business group is also responsible for sales and distribution of all
Company products throughout Asia and Japan.



     Significant interdependencies exist among the Company's operations in
certain geographic areas. Inter-group sales are at prices intended to provide a
reasonable profit to the manufacturing unit after recovery of all manufacturing
costs and to provide a reasonable profit for purchasing locations after coverage
of marketing and general and administrative costs.

     Generally, the Company evaluates performance of the operating groups based
on the groups' operating income and net third party sales excluding precious
metal content.

     The following tables set forth information about the Company's operating
groups for the quarters ended March 31, 2006 and 2005:

Third Party Net Sales
---------------------

                                                       Three Months Ended
                                                             March 31,
                                                      2006             2005
                                                      ----             ----
                                                           (in thousands)

U.S., Europe, CIS, Middle East, Africa
Consumable Business/ Canada                         $ 139,890        $ 141,676
Australia/Latin America/Endodontics/
Non-Dental                                           $ 89,610         $ 87,559
Dental Laboratory Business/Implants/
Orthodontics/Japan/Asia                             $ 202,322        $ 178,667
All Other (a)                                            (826)            (927)
                                                         ----             ----
Total                                               $ 430,996        $ 406,975
                                                    =========        =========

(a) Includes: operating expenses of one distribution warehouse not managed by
named segments, Corporate and inter-segment eliminations.



Third Party Net Sales, excluding precious metal content
-------------------------------------------------------

                                                      Three Months Ended
                                                           March 31,
                                                     2006               2005
                                                     ----               ----
                                                          (in thousands)

U.S., Europe, CIS, Middle East, Africa
Consumable Business/ Canada                        $ 139,204            141,246
Australia/Latin America/Endodontics/
Non-Dental                                            89,134             87,167
Dental Laboratory Business/Implants/
Orthodontics/Japan/Asia                              156,248            141,850
All Other (a)                                           (825)              (947)
                                                        ----               ----
Total excluding Precious Metal Content               383,761            369,316
Precious Metal Content                                47,235             37,659
                                                      ------             ------
Total including Precious Metal Content             $ 430,996          $ 406,975
                                                   =========          =========

Intersegment Net Sales
----------------------
                                                         Three Months Ended
                                                              March 31,
                                                      2006               2005
                                                      ----               ----
                                                           (in thousands)

U.S., Europe, CIS, Middle East, Africa
Consumable Business/ Canada                         $ 28,645           $ 30,748
Australia/Latin America/Endodontics/
Non-Dental                                            17,266             16,579
Dental Laboratory Business/Implants/
Orthodontics/Japan/Asia                                9,059              6,704
All Other (a)                                         30,023             33,998
Eliminations                                         (84,993)           (88,029)
                                                     -------            -------
Total                                               $      -           $      -
                                                    ========           ========

(a) Includes: operating expenses of one distribution warehouse not managed by
named segments, Corporate and inter-segment eliminations.




Segment Operating Income
------------------------
                                                        Three Months Ended
                                                             March 31,
                                                      2006               2005
                                                      ----               ----
                                                           (in thousands)

U.S., Europe, CIS, Middle East, Africa
Consumable Business/ Canada                         $ 29,755           $ 26,878
Australia/Latin America/Endodontics/
Non-Dental                                            38,631             39,079
Dental Laboratory Business/Implants/
Orthodontics/Japan/Asia                               28,081             20,275
All Other (a)                                        (21,762)           (15,839)
                                                     -------            -------
Segment Operating Income                              74,705             70,393

Reconciling Items:
Restructuring and other costs                          4,697                268
Interest Expense                                       2,094              6,327
Interest Income                                       (2,781)            (2,310)
Other (income) expense, net                             (514)            (4,242)
                                                        ----             ------
Income before income taxes                          $ 71,209           $ 70,350
                                                    ========           ========

Assets
------
                                                    March 31,       December 31,
                                                      2006              2005
                                                      ----              ----
                                                          (in thousands)

U.S., Europe, CIS, Middle East, Africa
Consumable Business/ Canada                       $   467,377        $   458,938
Australia/Latin America/Endodontics/
Non-Dental                                            578,347            566,798
Dental Laboratory Business/Implants/
Orthodontics/Japan/Asia                               801,498            766,410
All Other (a)                                         594,932            615,183
                                                      -------            -------

Total                                             $ 2,442,154        $ 2,407,329
                                                  ===========        ===========

(a) Includes: operating expenses of one distribution warehouse not managed by
named segments, Corporate and inter-segment eliminations.




NOTE 6 - INVENTORIES

     Inventories consist of the following:

                                                March 31,           December 31,
                                                  2006                 2005
                                                  ----                 ----
                                                        (in thousands)

Finished goods                                  $ 138,372           $ 127,569
Work-in-process                                    42,848              40,887
Raw materials and supplies                         45,222              39,723
                                                   ------              ------

                                                $ 226,442           $ 208,179
                                                =========           =========

NOTE 7 - BENEFIT PLANS

     The components of the net periodic benefit cost for the Company's benefit
plans are as follows:



                                                                                            Other Postretirement
                                                     Pension Benefits                           Benefits
                                             ------------------------------           -----------------------------
                                                    Three Months Ended                     Three Months Ended
                                                        March 31,                               March 31,
                                                 2006                2005               2006                 2005
                                                 ----                ----               ----                 ----
                                                                         (in thousands)
                                                                                               
Service cost                                   $ 1,582             $ 1,495              $  23               $ 102
Interest cost                                    1,443               1,563                196                 540
Expected return on plan assets                    (909)               (941)                 -                   -
Net amortization and deferral                      326                 278               (119)               (339)
                                                  ---                  ---               ----                ----

Net periodic benefit cost                      $ 2,442             $ 2,395              $ 100               $ 303
                                               =======             =======              =====               =====


     Information related to the funding of the Company's benefit plans for 2006
is as follows:

                                                                   Other
                                              Pension          Postretirement
                                              Benefits            Benefits
                                              --------            --------
                                                     (in thousands)
Actual, March 31, 2006                        $ 1,456               $ 173
Projected for the remainder of the year         4,505                 930
                                                -----                 ---
Total for year                                $ 5,961             $ 1,103
                                              =======             =======



NOTE 8 - RESTRUCTURING COSTS

     During the fourth quarter of 2005, the Company recorded restructuring costs
of $2.4 million, primarily related to the decision to shut down the
pharmaceutical manufacturing facility outside of Chicago. In addition, these
costs related to the consolidation of certain U.S. production facilities in
order to better leverage the Company's resources. The primary objective of these
initiatives is to reduce costs and obtain operational efficiencies. The charges
recorded in 2005 were severance costs. In addition, during the quarter ended
March 31, 2006, the Company recorded charges of $4.6 million for additional
severance costs, contract termination costs and other restructuring costs. The
other restructuring costs were primarily costs incurred during the shut down
phase of the pharmaceutical manufacturing facility closure such as utilities,
maintenance and consulting expenses. The plans include the elimination of
approximately 130 administrative and manufacturing positions, all within the
U.S., with 54 of these positions having been eliminated as of March 31, 2006.
These plans are expected to be substantially completed by the end of 2006. The
major components of these charges and the remaining outstanding balances at
March 31, 2006 are as follows:



                                             Amounts                      Amounts        Balance
                                 2005        Applied       2006           Applied        March 31,
                              Provisions      2005       Provisions         2006           2006
                                                        (in thousands)
                                                                        
Severance                        $ 2,400       $ -       $   996       $ (1,212)        $ 2,184
Lease/contract
  terminations                         -         -           184           (184)              -
Other restructuring
  costs                                -         -         3,454         (3,454)              -
                                 -------       ---       -------        -------         -------
                                 $ 2,400       $ -       $ 4,634       $ (4,850)        $ 2,184
                                 =======       ===       =======       ========         =======


     During the third and fourth quarters of 2004, the Company recorded
restructuring and other costs of $5.8 million. These costs were primarily
related to the creation of a European Shared Services Center in Yverdon,
Switzerland, which resulted in the identification of redundant personnel in the
Company's European accounting functions. In addition, these costs related to the
consolidation of certain sales/customer service and distribution facilities in
Europe and Japan. The primary objective of these restructuring initiatives is to
improve operational efficiencies and to reduce costs within the related
businesses. Included in this charge were severance costs of $4.9 million and
lease/contract termination costs of $0.9 million. In addition, during the
quarters ended March 31, 2006 and 2005, respectively, the Company recorded
charges of $0.1 and $0.2 million for additional severance costs incurred during
the period related to these plans. The plans include the elimination of
approximately 105 administrative and manufacturing positions primarily in
Germany. Certain of these positions need to be replaced at the European Shared
Services Center and therefore the net reduction in positions is expected to be
approximately 55. These plans are expected to be complete by the end of 2006. As
of March 31, 2006, approximately 35 of these positions have been eliminated. The
major components of these charges and the remaining outstanding balances at
March 31, 2006 are as follows:



                                  Amounts                    Change      Amounts                  Amounts     Balance
                       2004       Applied        2005     in Estimate    Applied       2006       Applied    March 31,
                    Provisions      2004      Provisions      2005         2005      Provisions     2006        2006
                    ----------      ----      ----------      ----         ----      ----------     ----        ----
                                                                (in thousands)
                                                                                      
Severance             $ 4,877     $ (583)       $ 322      $ (1,168)     $(1,740)       $ 63       $  (79)     $ 1,692
Lease/contract
  terminations            881          -          190             -         (435)          -          (69)         567
                          ---       ----          ---         -----         ----         ---          ---          ---
                      $ 5,758     $ (583)       $ 512      $ (1,168)     $(2,175)       $ 63       $ (148)     $ 2,259
                      =======     ======        =====      ========      =======        ====       ======      =======


NOTE 9 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative Instruments and Hedging Activities

     The Company's activities expose it to a variety of market risks which
primarily include the risks related to the effects of changes in foreign
currency exchange rates, interest rates and commodity prices. These financial
exposures are monitored and managed by the Company as part of its overall
risk-management program. The objective of this risk management program is to
reduce the potentially adverse effects that these market risks may have on the
Company's operating results.




     Certain of the Company's inventory purchases are denominated in foreign
currencies which exposes the Company to market risk associated with exchange
rate movements. The Company's policy generally is to hedge major foreign
currency transaction exposures through foreign exchange forward contracts. These
contracts are entered into with major financial institutions thereby minimizing
the risk of credit loss. In addition, the Company's investments in foreign
subsidiaries are denominated in foreign currencies, which creates exposures to
changes in exchange rates. The Company uses debt denominated in the applicable
foreign currency as a means of hedging a portion of this risk.

     With the Company's significant level of long-term debt, changes in the
interest rate environment can have a major impact on the Company's earnings,
depending upon its interest rate exposure. As a result, the Company manages its
interest rate exposure with the use of interest rate swaps, when appropriate,
based upon market conditions.

     The manufacturing of some of the Company's products requires the use of
commodities which are subject to market fluctuations. In order to limit the
unanticipated earnings changes from such market fluctuations, the Company
selectively enters into commodity price swaps for certain materials used in the
production of its products. Additionally, the Company uses non-derivative
methods, such as the precious metal consignment agreement to effectively hedge
commodity risks.

Cash Flow Hedges

     The Company uses interest rate swaps to convert a portion of its variable
rate debt to fixed rate debt. As of March 31, 2006, the Company has two groups
of significant variable rate to fixed rate interest rate swaps. One of the
groups of swaps was entered into in February 2002, has notional amounts totaling
12.6 billion Japanese yen, and effectively converts the underlying variable
interest rates to an average fixed rate of 1.6% for a term of ten years. The
other swap, effective March, 2005, has a notional amount of 65 million Swiss
francs, and effectively converts the underlying variable interest rates to a
fixed rate of 4.2% for a term of seven years.

     The Company selectively enters into commodity price swaps to effectively
fix certain variable raw material costs. While the Company did not have any
swaps in place for the purchase of raw materials at March 31, 2006, the Company
generally hedges up to 80% of its projected annual platinum needs related to
these products.

     The Company enters into forward exchange contracts to hedge the foreign
currency exposure of its anticipated purchases of certain inventory from Japan.
In addition, exchange contracts are used by certain of the Company's
subsidiaries to hedge intercompany inventory purchases which are denominated in
non-local currencies. The forward contracts that are used in these programs
mature in twelve months or less. The Company generally hedges up to 80% of its
anticipated purchases from the supplying locations.

     As of March 31, 2006, $0.4 million of deferred net losses on derivative
instruments recorded in "Accumulated other comprehensive gain (loss)" are
expected to be reclassified to current earnings during the next twelve months.
This reclassification is primarily due to the sale of inventory that includes
previously hedged purchases. The maximum term over which the Company is hedging
exposures to variability of cash flows (for all forecasted transactions,
excluding interest payments on variable-rate debt) is eighteen months. Overall,
the derivatives designated as cash flow hedges are nearly 100% effective.

Fair Value Hedges

     The Company uses interest rate swaps to convert a portion of its fixed rate
debt to variable rate debt. In December 2001, the Company issued 350 million in
Eurobonds at a fixed rate of 5.75% maturing in December 2006 to partially
finance the Degussa Dental acquisition. Coincident with the issuance of the
Eurobonds, the Company entered into two integrated transactions: (a) an interest
rate swap agreement with notional amounts totaling Euro 350 million which
converted the 5.75% fixed rate Euro-denominated financing to a variable rate
(based on the London Interbank Borrowing Rate) Euro-denominated financing; and
(b) a cross-currency basis swap which converted this variable rate
Euro-denominated financing to variable rate U.S. dollar-denominated financing.

     The Euro 350 million interest rate swap agreement was designated as a fair
value hedge of the Euro 350 million in fixed rate debt pursuant to SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". In accordance
with SFAS No. 133, the interest rate swap and underlying Eurobond have been
marked-to-market via the income statement. As of March 31, 2006 and December 31,
2005, the accumulated fair value of the interest rate swap was $3.2 million and
$5.3 million, respectively, and was recorded in Prepaid expenses and other
current assets and Other noncurrent assets. The notional amount of the
underlying Eurobond was increased by a corresponding amount at March 31, 2006
and December 31, 2005.

     From inception through the first quarter of 2003, the cross-currency
element of the integrated transaction was not designated as a hedge and changes
in the fair value of the cross-currency element of the integrated transaction
were marked-to-market in the income statement, offsetting the impact of the
change in exchange rates on the Eurobonds that were also recorded in the income
statement. In the first quarter of 2003, the Company amended the cross-currency
element of the integrated transaction to realize the $ 51.8 million of
accumulated value of the cross-currency swap. The amendment eliminated the final
payment (at a fixed rate of $.90) of $315 million by the Company in exchange for
the final payment of Euro 350 million by the counterparty in return for the
counterparty paying the Company 4.29% on $315 million for the remaining term of
the agreement, or approximately $14.0 million on an annual basis. Other cash
flows associated with the cross-currency element of the integrated transaction,
included the Company's obligation to pay on $315 million LIBOR plus
approximately 1.34% and the counterparty's obligation to pay on Euro 350 million
LIBOR plus approximately 1.47%, remained unchanged by the amendment.

     No gain or loss was recognized upon the amendment of the cross currency
element of the integrated transaction, as the interest rate of 4.29% was
established to ensure that the fair value of the cash flow streams before and
after amendment were equivalent. As a result of the amendment, the Company
became economically exposed to the impact of exchange rates on the final
principal payment on the Euro 350 million Eurobonds and designated the Euro 350
million Eurobonds as a hedge of net investment, on the date of the amendment and
thus the impact of translation changes related to the final principal payment
are recorded in Accumulated other comprehensive income.

     In June 2005, the Company terminated the cross currency element of the
integrated transaction in response to the rapid rise in USD short-term interest
rates, converting the debt back into a Euro variable instrument. At termination
in June, 2005, the accumulated fair value of the cross-currency element of the
integrated transaction was $20.2 million and was received in cash.

Hedges of Net Investments in Foreign Operations

     The Company has numerous investments in foreign subsidiaries. The net
assets of these subsidiaries are exposed to volatility in currency exchange
rates. Currently, the Company uses non-derivative financial instruments,
including foreign currency denominated debt held at the parent company level and
long-term intercompany loans, for which settlement is not planned or anticipated
in the foreseeable future and derivative financial instruments to hedge some of
this exposure. Translation gains and losses related to the net assets of the
foreign subsidiaries are offset by gains and losses in the non-derivative and
derivative financial instruments designated as hedges of net investments.

     In the first quarter of 2005, the Company entered into cross currency
interest rate swaps with a notional principal value of Swiss francs 457.5
million paying 3 month Swiss franc Libor and receiving 3 month U.S. dollar Libor
on $384.4 million. In the first quarter of 2006, the Company entered into
additional cross currency interest rate swaps with a notional principal value of
Swiss francs 55.5 million paying 3 month Swiss franc Libor and receiving 3 month
U.S. dollar Libor on $42.0 million. Additionally, in the fourth quarter of 2005,
the Company entered into cross currency interest rate swaps with a notional
principal value of Euro 358 million paying 3 month Euro Libor and receiving 3
month U.S. dollar Libor on $419.6 million. The Swiss franc and Euro cross
currency interest rate swaps are designated as net investment hedges of the
Swiss and Euro denominated net assets. The interest rate differential is
recognized in earnings as it is accrued, the foreign currency revaluation is
recorded in Accumulated other comprehensive income, net of tax effects.

     The fair value of these swap agreements is the estimated amount the Company
would receive (pay) at the reporting date, taking into account the effective
interest rates and foreign exchange rates. As of March 31, 2006 and December 31,
2005, the estimated net fair values of the swap agreements were $18.3 million
and $32.8 million, respectively.

     At March 31, 2006 and December 31, 2005, the Company had Euro-denominated,
Swiss franc-denominated, and Japanese yen-denominated debt and cross currency
interest rate swaps (at the parent company level) to hedge the currency exposure
related to a designated portion of the net assets of its European, Swiss, and
Japanese subsidiaries. At March 31, 2006 and December 31, 2005, the accumulated
translation gains on investments in foreign subsidiaries, primarily denominated
in Euros, Swiss francs and Japanese yen, net of these net investment debt
hedges, were $70.3 million and $56.2 million, respectively, which was included
in Accumulated other comprehensive income.

Other

     The aggregate net fair value of the Company's derivative instruments at
March 31, 2006 and December 31, 2005 was $16.4 million and $29.2 million,
respectively.

     In accordance with SFAS 52, "Foreign Currency Translation", the Company
utilizes long-term intercompany loans, for which settlement is not planned or
anticipated in the foreseeable future, to eliminate foreign currency transaction
exposures of certain foreign subsidiaries. Net gains or losses related to these
long-term intercompany loans are included in Accumulated other comprehensive
income.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

     DENTSPLY and its subsidiaries are from time to time parties to lawsuits
arising out of their respective operations. The Company believes it is unlikely
that pending litigation to which DENTSPLY is a party will have a material
adverse effect upon its consolidated financial position or results of
operations.

     In June 1995, the Antitrust Division of the United States Department of
Justice initiated an antitrust investigation regarding the policies and conduct
undertaken by the Company's Trubyte Division with respect to the distribution of
artificial teeth and related products. On January 5, 1999, the Department of
Justice filed a Complaint against the Company in the U.S. District Court in
Wilmington, Delaware alleging that the Company's tooth distribution practices
violate the antitrust laws and seeking an order for the Company to discontinue
its practices. The trial in the government's case was held in April and May 2002
and subsequently, the Judge entered a decision that the Company's tooth
distribution practices do not violate the antitrust laws. The Department of
Justice appealed this decision and the Third Circuit Court of Appeals reversed
the decision of the District Court. The Company's petition to the U.S. Supreme
Court asking it to review the Third Circuit Court decision was denied. The
District Court, upon the direction of the Court of Appeals, has issued an
injunction preventing DENTSPLY from taking action to prevent its tooth dealers
from adding new competitive teeth lines. This decision relates only to the
distribution of artificial teeth sold in the U.S. While the Company believes
its tooth distribution practices do not violate the antitrust laws, the Company
is confident that it can continue to develop this business regardless of the
outcome of this case.

     Subsequent to the filing of the Department of Justice Complaint in 1999,
several private party class actions were filed based on allegations similar to
those in the Department of Justice case, on behalf of laboratories, and denture
patients in seventeen states who purchased Trubyte teeth or products containing
Trubyte teeth. These cases were transferred to the U.S. District Court in
Wilmington, Delaware. The private party suits seek damages in an unspecified
amount. The Court has granted the Company's Motion on the lack of standing of
the laboratory and patient class actions to pursue damage claims. The Plaintiffs
in the laboratory case appealed this decision to the Third Circuit and the Court
upheld the decision of the District Court in dismissing the Plaintiffs' damages
claims, with the exception of allowing the Plaintiffs to pursue a damage claim
based on a theory of resale price maintenance agreements between the Company and
its tooth dealers. The Plaintiffs have filed a petition with the U.S. Supreme
Court asking it to review this decision of the Third Circuit. Also, private
party class actions on behalf of indirect purchasers were filed in California
and Florida state courts. The California and Florida cases have been dismissed
by the Plaintiffs following the decision by the Federal District Court Judge
issued in August 2003.

On March 27, 2002, a Complaint was filed in Alameda County, California (which
was transferred to Los Angeles County) by Bruce Glover, D.D.S. alleging, inter
alia, breach of express and implied warranties, fraud, unfair trade practices
and negligent misrepresentation in the Company's manufacture and sale of
Advance(R) cement. The Complaint seeks damages in an unspecified amount for
costs incurred in repairing dental work in which the Advance(R) product
allegedly failed. The Judge has entered an Order granting class certification,
as an Opt-in class (this means that after Notice of the class action is sent to
possible class members, a party will have to determine if they meet the class
definition and take affirmative action in order to join the class) on the claims
of breach of warranty and fraud. In general, the Class is defined as California
dentists who purchased and used Advance(R) cement and were required, because of
failures of the cement, to repair or reperform dental procedures for which they
were not paid. The Notice of the class action was sent on February 23, 2005 to
the approximately 29,000 dentists licensed to practice in California during the
relevant period and a total of 166 dentists have opted into the class action. As
the result of a recent decision by a California Appellate Court, the plaintiffs
have filed an appeal to convert the claim to an opt-out claim from its current
status as an opt-in claim. The Advance(R) cement product was sold from 1994
through 2000 and total sales in the United States during that period were
approximately $5.2 million. The Company's primary level insurance carrier has
confirmed coverage for the breach of warranty claims in this matter up to their
policy limits.





                           DENTSPLY INTERNATIONAL INC.


Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations

     Certain statements made by the Company, including without limitation,
statements containing the words "plans", "anticipates", "believes", "expects",
or words of similar import constitute forward-looking statements which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking statements
involve risks and uncertainties which may materially affect the Company's
business and prospects, and should be read in conjunction with the risk factors
discussed herein and within the Company's Annual Report on Form 10-K for the
year ended December 31, 2005.

OVERVIEW

     Dentsply International Inc. is the world's largest manufacturer of
professional dental products. The Company is headquartered in the United States,
and operates in more than 120 other countries, principally through its foreign
subsidiaries. While the United States and Europe are the Company's largest
markets, the Company serves all of the major professional dental markets
worldwide.

     The principal benchmarks used by the Company in evaluating its business
are: (1) internal growth in the United States, Europe and all other regions; (2)
operating margins of each segment, (3) the development, introduction and
contribution of innovative new products; (4) growth through acquisition; and (5)
continued focus on controlling costs and enhancing efficiency. The Company
defines "internal growth" as the increase in net sales from period to period,
excluding precious metal content, the impact of changes in currency exchange
rates, and the net sales, for a period of twelve months following the
transaction date, of businesses that have been acquired or divested.

     Management believes that an average overall internal growth rate of 4-6% is
a long-term sustainable rate for the Company. This annualized growth rate
expectation typically includes approximately 1-2% of price increases. The
Company typically implements most of its price changes in the third or fourth
quarters of the year. These price changes and other marketing and promotional
programs, which are offered to customers from time to time, in the ordinary
course of business, may impact customer purchasing activity. During the quarter
ended March 31, 2006, the Company's overall internal growth was approximately
6.4% compared to 2.0% for the full year 2005. Internal growth rates in the
United States (42.7% of sales) and Europe (38.1% of sales), the largest dental
markets in the world, were 1.2% and 13.2%, respectively during the first three
months of 2006 compared to 5.2% and negative 2.7%, respectively for the full
year 2005. As discussed further within the Results of Continuing Operations, the
lower sales in Europe during 2005 were primarily due to issues related to a new
dental reimbursement program which became effective January 1, 2005 in Germany,
the Company's most significant market in this region. The internal growth rate
in all other regions during the quarter ended March 31, 2006, which represents
approximately 19.2% of sales, was 4.9%, compared to 4.0 % for the full year
2005. Among the other regions, the Asian region, excluding Japan, has
historically been one of our highest growth markets and management believes it
represents a long-term growth opportunity for the industry and the Company. Also
within the other regions is the Japanese market, which represents the third
largest dental market in the world behind the United States and Germany.
Although Japan's dental market growth has been weak in the past few years, as it
closely parallels its economic growth, the Company also views this market as an
important long-term growth opportunity, both in terms of a recovery in the
Japanese economy and the opportunity to increase market share. There can be no
assurance that the Company's assumptions concerning the growth rates in its
markets or the dental market generally will be correct and if such rates are
less than expected, the Company's projected growth rates and results of
operations may be adversely effected.

     Product innovation is a key component of the Company's overall growth
strategy. Historically, the Company has introduced in excess of twenty new
products each year. During 2005, over 30 new products were introduced around the
world and the Company expects over 25 new products to be introduced in 2006. Of
specific note, during 2006, the Company has introduced Cercon Eye(R), which is a
stand-alone optical scanner that is used in conjunction with Cercon Art(R),
which was introduced during 2005. The Cercon Eye(R) unit scans dies and models
for crowns, bridges and abutments with a scan time of less than twenty seconds
per unit and a precision of approximately ten microns or less. During 2006, the
Company also introduced two new ultrasonic scaling systems: Cavitron Plus(R) and
Cavitron Jet(R), which contains an air polishing unit. Both of these systems
bring tremendous improvement over previous designs such as increased power,
cordless foot pedal controls, diagnostic display panel and improved ergonomics.
The Company will also





be launching two new orthodontic products during the second quarter of 2006:
In-Ovation-L(R) and Crys Cera(R). In-Ovation-L(R) is the first interactive,
twin, self-ligating lingual bracket system. This system provides the aesthetics
of a traditional lingual system with the ability to provide passive/no-friction
treatment early in the process and active/increased friction in the later
stages, thus providing for accelerated treatment. Crys Cera(R) is a ceramic
buccal tube that is composed of a unique ceramic that mimicks the
characteristics of enamel, thus preventing erosion and wear on the tooth
opposing the tooth to which the device has been bonded.

     New advances in technology are anticipated to have a significant influence
on future products in dentistry. As a result, the Company has pursued several
research and development initiatives to support this development. Specifically,
the Company continues to work on product activities with the Georgia Institute
of Technology's Research Institute to pursue potential new advances in
dentistry. In addition, the Company licenses and purchases technologies
developed by other third parties. Specifically, in 2004, the Company purchased
the rights to a unique compound called SATIF from Sanofi-Aventis. The Company is
currently working to develop products based on this technology and believes that
this compound will provide such benefits to future products as greater
protection against acid attack, the ability to desensitize exposed dentin and
the ability to retard, or to inhibit the formation of staining on the enamel.
Also, during 2005, the Company entered into a long-term collaborative agreement
with IDMoS Dental Systems Limited, a wholly owned subsidiary of IDMoS, plc for
the commercialization of IDMoS' tooth caries detection and monitoring
technology. Under the agreement, DENTSPLY will have exclusive worldwide rights
to market products based on the technology and IDMoS will be responsible for
further development of the technology. The Company believes that IDMoS
technology will bring unique capabilities to preventive dentistry in the area of
caries detection and monitoring. The Company also believes that this technology
may have clinical benefits significantly beyond other devices and technologies
in the market today, including radiology. Although the Company believe these
activities will lead to new innovative dental products, they involve new
technologies and there can be no assurance that commercialized products will be
developed.

     Although the professional dental market in which the Company operates has
experienced consolidation, it is still a fragmented industry. The Company
continues to focus on opportunities to expand the Company's product offerings
through acquisitions. Management believes that there will continue to be
adequate opportunities to participate as a consolidator in the industry for the
foreseeable future. As further discussed in Note 4 to the Unaudited Consolidated
Condensed Financial Statements, during 2006 the Company purchased Prident
International, Inc. in order to provide the Company's U.S. laboratory customers
with a broader offering of services in order to provide them with an alternative
to current offshore services.

     The Company also remains focused on reducing costs and achieving
operational efficiencies. Management expects to continue to consolidate
operations or functions and reduce the cost of those operations and functions
while improving service levels. In addition, the Company remains focused on
enhancing efficiency through expanded use of technology and process improvement
initiatives. The Company believes that the benefits from these opportunities
will improve the cost structure and offset areas of rising costs such as energy,
benefits, regulatory oversight and compliance and financial reporting.

     As previously announced in early 2006, the Company made the decision to
close its Chicago based pharmaceutical manufacturing facility and to pursue the
outsourcing of the production of the injectable dental anesthetic products and
the non-injectable Oraqix(R) products that were to be produced at the plant. The
Company expects that the decision to shut down the anesthetics manufacturing
facility will immediately improve short and mid-term cash flows and eliminate
the uncertainty concerning FDA approval of the facility. While the Company had
supply disruptions in 2005 and anticipates some supply disruptions in 2006 in
relation to the supply of the injectable dental anesthetic products, the Company
currently has contract manufacturing relationships for the supply of the
injectable dental anesthetic products for most of the markets served by the
Company. As there are a limited number of suppliers for the injectable dental
anesthetic products sold by the Company, there can be no assurance that the
Company will be able to obtain an adequate supply of its injectable dental
anesthetic products in the future. The Company currently has supply agreements
in place for the supply of the non-injectable Oraqix(R) products and has not
experienced supply disruptions to date, nor does it anticipate supply
disruptions of the Oraqix(R) products in the future.

     The Company is pursuing the sale of the facility and the machinery and
equipment associated with the facility and has classified these assets as held
for sale with the expectation that the assets will be sold within one year.
These assets are included in "Prepaid expenses and other current assets" on the
Unaudited Consolidated Condensed Balance Sheet as of March 31, 2006.
Additionally, as a result of the decision to shut down the pharmaceutical
manufacturing facility, during the quarter ended March 31, 2006, the Company
recorded pre-tax charges of $4.6 million for severance costs, contract
termination costs and other restructuring costs associated with the closure of
the facility (See also Note 8 to the Unaudited Consolidated Condensed Financial
Statements). These charges are in addition to the pre-tax restructuring charges
of $2.3 million that were recorded in the fourth quarter of 2005 related to
employee severance cost for which the Company was contractually obligated. The
Company expects pre-tax restructuring charges in the range of $3 million to $5
million for the remainder of 2006, most of which will be incurred in the second
quarter with the remaining costs being incurred in the third and fourth quarters
or until the assets are sold. These costs are primarily related to additional
contract termination costs, severance costs and utility costs during the shut
down period.


RESULTS OF OPERATIONS, QUARTER ENDED MARCH 31, 2006 COMPARED TO QUARTER ENDED
MARCH 31, 2005

Net Sales

     The discussions below summarize the Company's sales growth, excluding
precious metals, from internal growth and net acquisition growth and highlights
the impact of foreign currency translation. These disclosures of net sales
growth provide the reader with sales results on a comparable basis between
periods.

     As the presentation of net sales excluding precious metal content could be
considered a measure not calculated in accordance with generally accepted
accounting principles (a non-GAAP measure), the Company provides the following
reconciliation of net sales to net sales excluding precious metal content. Our
definitions and calculations of net sales excluding precious metal content and
other operating measures derived using net sales excluding precious metal
content may not necessarily be the same as those used by other companies.

                                                        Three Months Ended
                                                             March 31,
                                                      2006              2005
                                                      ----              ----
                                                          (in millions)
Net Sales                                           $ 431.0           $ 407.0
Precious Metal Content of Sales                       (47.2)            (37.7)
                                                      -----             -----
Net Sales Excluding Precious Metal Content          $ 383.8           $ 369.3
                                                    =======           =======

     Management  believes that the presentation of net sales excluding  precious
metal content  provides  useful  information to investors  because a significant
portion  of  DENTSPLY's  net  sales is  comprised  of sales of  precious  metals
generated  through sales of the Company's  precious metal alloy products,  which
are used by third parties to construct  crown and bridge  materials.  Due to the
fluctuations  of precious metal prices and because the precious metal content of
the  Company's  sales is largely a  pass-through  to  customers  and has minimal
effect on earnings,  DENTSPLY reports sales both with and without precious metal
content to show the Company's  performance  independent  of precious metal price
volatility and to enhance  comparability  of performance  between  periods.  The
Company  uses its cost of precious  metal  purchased as a proxy for the precious
metal content of sales, as the precious metal content of sales is not separately
tracked and invoiced to customers. The Company believes that it is reasonable to
use the cost of precious  metal content  purchased in this manner since precious
metal  alloy sale prices are  adjusted  when the prices of  underlying  precious
metals change.

     Net sales for the quarter ended March 31, 2006 increased $24.0 million,  or
5.9%,  from the same  period in 2005 to $431.0  million.  Net  sales,  excluding
precious metal content,  increased  $14.5 million,  or 3.9%, to $383.8  million.
Sales growth excluding  precious metal content was comprised of 6.4% of internal
growth and negative  3.5% of foreign  currency  translation  and 1.0% related to
acquisitions.  The 6.4%  internal  growth  was  comprised  of 1.2% in the United
States, 13.2% in Europe and 4.9% for all other regions combined.

     The internal sales growth,  excluding precious metal content, in the United
States was a result of moderate growth in specialty dental (endodontic,  implant
and orthodontic  products) and the dental laboratory  product  categories offset
somewhat by lower sales in the dental consumable product category.  The sales in
the dental consumables product category were negatively impacted by nonrecurring
inventory  purchases  during the first quarter of 2005. In Europe,  the internal
sales growth,  excluding precious metal content,  was driven by the strong sales
growth in the dental specialty and dental laboratory categories. The increase in
the  laboratory  category  was  primarily  related to the  reimbursement  issues
experienced  during 2005 as a result of  reimbursement  changes  for  prosthetic
procedures  in the German  dental  market  which became  effective in 2005.  The
internal  growth of 4.9% in all other  regions  was largely the result of strong
growth in the Asia,  Latin  America,  Middle  East and Japan  regions  primarily
driven by sales growth in the dental specialty  category,  offset by lower sales
in the Canadian and Australian regions. The lower sales in the Australian region
were due to the impact of shortages of injectable  pharmaceutical  products as a
result of the decision to shut down the pharmaceutical manufacturing facility as
previously discussed.




Gross Profit

     Gross profit was $220.1 million for the first three months of 2006 compared
to $208.9 million in 2005, an increase of $11.2 million, or 5.4%. Gross profit,
measured against sales including precious metal content, represented 51.1% of
net sales in 2006 compared to 51.3% in 2005. The gross profit for the first
quarter of 2006, measured against sales excluding precious metal content,
represented 57.4% of net sales compared to 56.6% in 2005. This increase in the
gross profit percentage from 2005 to 2006 was due to shifts in the product and
geographic mix and the Company's decision to close its Chicago-based
pharmaceutical manufacturing facility. The product and geographic mix was
primarily caused by the increase in the laboratory product sales in Europe as
discussed above.

Operating Expenses

     Selling, general and administrative ("SG&A") expense increased $6.9
million, or 5.0%, to $145.4 million during the three months ended March 31, 2006
from $138.5 million during the same period in 2005. SG&A expenses, measured
against sales including precious metal content, decreased to 33.7% in 2006
compared to 34.0% in 2005. The decrease in the SG&A expenses, as measured
against sales including precious metal content, decreased primarily as a result
of the increase in the precious metals component of sales. SG&A expenses, as
measured against sales excluding precious metal content, increased to 37.9% in
2006 compared to 37.5% in 2005. The higher expense level in 2006 was primarily
attributable to the expensing of stock-based compensation as a result of the
adoption of SFAS No. 123R on January 1, 2006. The increase from stock-based
compensation was partially offset by lower costs as a result of the decision to
shut down the pharmacteutical manufacturing facility outside of Chicago and
favorable impact from a stronger U.S. dollar. The favorable translation impacts
were caused by weaker average foreign currency exchange rates for the first
quarter of 2006 versus the first quarter of 2005 when translating the expenses
from the local currencies in which the Company's subsidiaries conduct
operations, into U.S. dollars.

     During the quarter ended March 31, 2006, the Company recorded restructuring
and other costs of $4.7 million. These costs were primarily for additional costs
incurred during the period related to the decision to shut down the
pharmaceutical manufacturing facility in Chicago, Illinois. The Company
anticipates the remaining costs to complete the shut down of the pharmaceutical
manufacturing facility will be approximately $3 million to $5 million which will
be expensed primarily during 2006, as the related costs are incurred. These
plans are expected to be fully complete by the end of 2006. The Company also
incurred additional costs related to the consolidation of certain U.S.
production facilities initiated in the fourth quarter of 2005 in order to better
leverage the Company's resources. This plan is expected to be fully completed by
the end of 2006 with anticipated remaining costs to complete of approximately
$0.8 million (See also Note 8 to the Unaudited Consolidated Condensed Financial
Statements). The closure of the pharmaceutical manufacturing facility, the
consolidation of the U.S. production facilities and other operational
improvements are expected to improve operating margin rates by 0.5% to 1.0% in
2006.

Other Income and Expenses

     Net interest and other income was $1.2 million during the three months
ended March 31, 2006 compared to $0.2 million during the same period in 2005.
The 2006 period included $0.7 million of net interest income, $0.8 million of
currency transaction gains and $0.3 million of other nonoperating costs. The
2005 period included $4.0 million of net interest expense, $4.8 million of
currency transaction gains and $0.6 million of other nonoperating costs. The
decrease in currency transaction gains from 2005 to 2006 was primarily the
result of a transaction involving the transfer of intangible assets between
legal entities with different functional currencies that occurred during the
first quarter of 2005. Exchange transaction gains or losses occur from movement
of foreign currency rates between the date of the transaction and the date of
final financial settlement. The change from net interest expense in 2005 to net
interest income in 2006 was primarily due to a decrease in interest expense as a
result of the Company's lower average debt levels and the effectiveness of the
cross currency interest rate swaps designated as net investment hedges. The
cross currency interest rate swaps were put into place in three parts: one part
late in the first quarter of 2005, one part during the fourth quarter of 2005
and one part during the first quarter of 2006.

Income Taxes/Earnings

     The Company's effective tax rate for the period ended March 31, 2006
decreased to 29.8% from 30.3% for the same period in 2005. The effective rates
for the 2006 and 2005 periods are reflective of one time tax benefits of $0.1
million and $0.3 million, respectively, primarily from the reversal of
previously accrued taxes related to the settlement of prior years' domestic and
foreign tax audits.

     Net income increased $1.0 million, or 1.9%, to $50.0 million in 2006 from
$49.0 million in 2005. Fully diluted earnings per share were $0.62 in 2006, an
increase of 3.3% from $0.60 in 2005. Net income in the first quarter of 2006
included the after tax impact from both the expensing of stock options of $3.2
million, or $0.04 per diluted share, and from restructuring costs of $3.1
million, or $0.04 per diluted share.

Operating Segment Results

     In January 2006, the Company reorganized its operating group structure into
three operating groups from the four groups under the prior management
structure. These three operating groups are managed by three Senior Vice
Presidents and represent our operating segments. Each of these operating groups
covers a wide range of product categories and geographic regions. The product
categories and geographic regions often overlap across the groups. Further
information regarding the details of each group is presented in Note 5 of the
Unaudited Consolidated Condensed Financial Statements. The Senior Vice
Presidents of each group are evaluated for performance and incentive
compensation purposes on net third party sales, excluding precious metal
content, and segment operating income.

U.S., Europe, CIS, Middle East, Africa Consumable Business/Canada

     Net sales for this group were $139.2 million during the quarter ended March
31, 2006, a 1.4% decrease compared to $141.2 million in 2005. Internal growth
was a positive 2.1% and currency translation deducted 3.5% from sales in 2006.
While strong internal growth was shown in the European, CIS, Middle East, and
African businesses, they were partially offset by soft sales growth in the U.S.
and decreases in the Canadian business.

     Operating profit increased $2.9 million during the three months ended March
31, 2006 to $29.8 million compared to $26.9 million in 2005. The increase was
primarily related to the elimination of the prior year's non-capitalized costs
associated with the pharmaceutical plant in Chicago. In addition, operating
profits were decreased slightly from currency translation.

Australia/Latin America/Endodontics/Non-dental

     Net sales for this group increased $1.9 million during the quarter ended
March 31, 2006, or 2.3%, to $89.1 million from $87.2 million in 2005. Internal
growth was 3.4% with currency translation deducting 1.1%. Strong growth was
shown in the non-dental businesses along with continued growth in the endodontic
and Latin American businesses, offset slightly by weakness in the Australian
business due to the impact of shortages of injectable pharmaceutical products as
a result of the decision to shut down the pharmaceutical manufacturing facility
as previously discussed.

     Operating profit was $38.6 million during the first quarter of 2006, a $0.5
million decrease from $39.1 million in 2005. The decrease was primarily related
to the Australian and Latin American businesses, offset by the strength of the
endodontic business and continued growth of the non-dental businesses. In
addition, operating profit was negatively impacted from currency translation.

Dental Laboratory Business/Implants/Orthodontics/Japan/Asia

     Net sales for this group were $156.2 million during the three months ended
March 31, 2006, a 10.1% increase compared to $141.9 million in 2005. Internal
growth was 12.5%, currency translation deducted 5.0% from sales in 2006, and
2.6% was added through acquisitions. Significant growth occurred in the implant,
orthodontic, laboratory, and Asian businesses with slightly improved growth in
the Japanese business.

     Operating profit increased $7.8 million during the three months ended March
31, 2006 to $28.1 million from $20.3 million in 2005. The increase in operating
profits was driven primarily by the sales growth in the implant, orthodontics,
laboratory, and Asian businesses. In addition, operating profit was negatively
impacted from currency translation.


CRITICAL ACCOUNTING POLICIES

     As discussed in the in the Stock Compensation section of Note 1 to the
Unaudited Consolidated Condensed Financial Statements, the Company adopted SFAS
No. 123R on January 1, 2006. The adoption of this pronouncement had a material
impact on the Companies financial statements.

     There have been no other material changes to the Company's disclosure in
its 2005 Annual Report on Form 10-K filed March 14, 2006.




LIQUIDITY AND CAPITAL RESOURCES

Three Months Ended March 31, 2006

     Cash flow from operating activities during the three months ended March 31,
2006 was $11.4 million compared to $25.0 million during the same period of 2005.
The decrease resulted from a $23 million negative impact from the payment of
taxes associated with the 2005 repatriation of earnings and decreased tax
benefits related to stock option exercises. The decrease in tax benefits from
stock option exercises was the result of the adoption of SFAS No. 123R on
January 1, 2006 which requires that current period excess tax benefits from the
exercise of stock options be classified as cash inflows from financing
activities as opposed to operating cash flows, as was the case in prior periods.
Aside from these decreases, cash flows benefited from higher earnings and lower
payments of accrued liabilities in the first quarter of 2006 than in the first
quarter of 2005.

     Investing activities during the first quarter of 2006 include capital
expenditures of $9.1 million. The Company expects that capital expenditures will
range from $55 million to $60 million for the full year of 2006.
Acquisition-related activity for the period ended March 31, 2006 was $3.3
million which was primarily related to the acquisition of Prident International,
Inc. (see Note 4 to the Unaudited Consolidated Condensed Financial Statements).

     In December 2004, the Board of Directors approved a stock repurchase
program under which the Company may repurchase shares of Company stock on the
open market in an amount to maintain up to 3,000,000 shares of treasury stock.
In September 2005, the Board of Directors increased the authorization to
repurchase shares under the stock repurchase program in an amount to maintain up
to 5,500,000 share of treasury stock. Under this program, the Company purchased
approximately 147,000 shares during the first quarter of 2006 at an average
price of $55.27. As of March 31, 2006, the Company held 2,215,000 shares of
treasury stock. The Company also received proceeds of $13.5 million as a result
of the exercise of 389,000 stock options during the quarter ended March 31,
2006.

     The Company's long-term borrowings decreased by a net of $24.4 million
during the three months ended March 31, 2006. This net change included net
repayments of $34.5 million during the quarter and an increase of $10.1 million
due to exchange rate fluctuations on debt denominated in foreign currencies and
changes in the value of interest rate swaps. During the three months ended March
31, 2006, the Company's ratio of long-term debt to total capitalization
decreased to 33.4% compared to 35.4% at December 31, 2005.

     Under its multi-currency revolving credit agreement, the Company is able to
borrow up to $500 million through May 2010. This facility is unsecured and
contains certain affirmative and negative covenants relating to its operations
and financial condition. The most restrictive of these covenants pertain to
asset dispositions and prescribed ratios of indebtedness to total capital and
operating income plus depreciation and amortization to interest expense. At
March 31, 2006, the Company was in compliance with these covenants. The Company
also has available an aggregate $250 million under two commercial paper
facilities; a $250 million U.S. facility and a $250 million U.S. dollar
equivalent European facility ("Euro CP facility"). Under the Euro CP facility,
borrowings can be denominated in Swiss francs, Japanese yen, Euros, British
pounds sterling and U.S. dollars. The multi-currency revolving credit facility
serves as a back-up to these commercial paper facilities. The total available
credit under the commercial paper facilities and the multi-currency facility in
the aggregate is $500 million with $106.7 million outstanding under the
multi-currency facility and $15.1 million outstanding under the commercial paper
facilities at March 31, 2006.

     The Company also has access to $50.9 million in uncommitted short-term
financing under lines of credit from various financial institutions. The lines
of credit have no major restrictions and are provided under demand notes between
the Company and the lending institutions. At March 31, 2006, $8.2 million is
outstanding under these short-term lines of credit.

     At March 31, 2006, the Company had total unused lines of credit related to
the revolving credit agreement and the uncommitted short-term lines of credit of
$420.9 million.

     At March 31, 2006, the Company held $73.2 million of precious metals on
consignment from several financial institutions. These consignment agreements
allow the Company to acquire the precious metal at market rates at a point in
time which is approximately the same time and for the same price as alloys are
sold to the Company's customers. In the event that the financial institutions
would discontinue offering these consignment arrangements, and if the Company
could not obtain other comparable arrangements, the Company may be required to
obtain third party financing to fund an ownership position in the required
precious metal inventory levels.

     The Company's cash decreased $21.8 million during the three months ended
March 31, 2006 to $412.7 million. In the first quarter of 2006, the Company
repaid $34.5 million of maturing long-term borrowings and repurchased $8.1
million of treasury stock. The Company continued to maintain significant cash
balances during the first quarter of 2006 rather than pre-pay debt, as a result
of pre-payment penalties that would be incurred in retiring both the debt and
the related interest rate swap agreements. Additionally, the Company has not
repaid this debt due to the low cost of the debt, net of earnings on the cash.
The Company has $532.9 million of long-term borrowings coming due for payment
during the next twelve months. The Company intends to repay these debt
obligations with cash and/or funds available to the Company under the revolving
credit facility. Any portion of the debt that is repaid through the use of the
revolving credit facility will be contractually due in May 2010, upon the
expiration of the facility, thus effectively converting the maturity of the debt
beyond March of 2007. The Company currently intends to effectively refinance
$63.6 million of the long-term borrowings coming due in 2006 through use of the
revolving credit facility.

     There have been no material changes to the Company's scheduled contractual
cash obligations disclosed in its 2005 Annual Report on Form 10-K filed March
14, 2006. The Company expects on an ongoing basis, to be able to finance cash
requirements, including capital expenditures, stock repurchases, debt service,
operating leases and potential future acquisitions, from the funds generated
from operations and amounts available under its existing credit facilities.


NEW ACCOUNTING PRONOUNCEMENTS

     In May 2005,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standard No. 154 ("SFAS No. 154"), "Accounting
Changes and Error Corrections." SFAS No. 154 requires retroactive application of
a voluntary change in accounting  principle to prior period financial statements
unless it is  impracticable.  SFAS No. 154 also requires that a change in method
of depreciation,  amortization or depletion for long-lived, non-financial assets
be accounted for as a change in accounting estimate that is affected by a change
in accounting  principle.  SFAS No. 154 replaces APB Opinion No. 20, "Accounting
Changes"  and SFAS No. 3,  "Reporting  Accounting  Changes in Interim  Financial
Statements  ". SFAS No.  154 is  effective  for  fiscal  years  beginning  after
December 15, 2005.  The adoption of this standard has not had a material  impact
on the Company's financial statements, nor does the Company expect this standard
to have a material impact on the Company's financial statements.

     In February  2006,  the FASB issued SFAS No. 155, "Accounting  for Certain
Hybrid Financial Instruments", which eliminates the exemption from applying SFAS
No. 133 to interests in securitized financial assets so that similar instruments
are accounted for similarly regardless of the form of the instruments.  SFAS No.
155 also  allows the  election  of fair value  measurement  at  acquisition,  at
issuance,  or when a previously  recognized financial instrument is subject to a
remeasurement  event.  Adoption  is  effective  for  all  financial  instruments
acquired  or issued  after the  beginning  of the first  fiscal year that begins
after  September 15, 2006.  Early  adoption is  permitted.  The Company does not
expect  the  application  of this  standard  to have a  material  impact  on the
Company's financial statements.

     In March  2006,  the FASB  issued  an  exposure  draft  that  seeks to make
improvements to Statement of Financial  Accounting Standards No. 132R ("SFAS No.
132R"),   "Employers'   Accounting  for  Defined   Benefit   Pension  and  Other
Postretirement Plans". The proposed amendment would not alter the basic approach
to measuring  plan assets,  benefit  obligations,  or net periodic  benefit cost
(expense).  Major changes to SFAS No. 132R proposed in the amendment  include 1)
the  recognition  of an asset or liability  for the  overfunded  or  underfunded
status of a defined  benefit plan,  2) the  recognition  of actuarial  gains and
losses and prior service  costs and credits in other  comprehensive  income,  3)
measurement of plan assets and benefit  obligations as of the employer's balance
sheet date, rather than at interim  measurement dates as currently allowed,  and
4) disclosure of additional  information  concerning  actuarial gains and losses
and prior service costs and credits  recognized in other  comprehensive  income.
The amendment's  requirement for public  companies to recognize on their balance
sheet the asset or  liability  associated  with the  overfunded  or  underfunded
status of a defined  benefits  pension  plan would take effect for years  ending
after  December  15,  2006.  Companies  would be required to  synchronize  their
measurement  dates to the end of their fiscal years beginning after December 31,
2006.



Item 3 - Quantitative and Qualitative Disclosures About Market Risk

     There have been no significant material changes to the market risks as
disclosed in the Company's Annual Report on Form 10-K filed for the year ending
December 31, 2005.


Item 4 - Controls and Procedures

     The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the Company's disclosure controls and procedures as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures as of the end of the period covered by this report were effective to
provide reasonable assurance that the information required to be disclosed by
the Company in reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms.

     There have been no changes in the Company's internal control over financial
reporting that occurred during the quarter ended March 31, 2006 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. The Company is currently centralizing its
transaction accounting processing in Europe into our European Shared Services
Center and expects all European locations to be complete by the end of 2006.





                                     PART II
                                OTHER INFORMATION

Item 1 - Legal Proceedings

     DENTSPLY and its subsidiaries are from time to time parties to lawsuits
arising out of their respective operations. The Company believes it is unlikely
that pending litigation to which DENTSPLY is a party will have a material
adverse effect upon its consolidated financial position or results of
operations.

     In June 1995, the Antitrust Division of the United States Department of
Justice initiated an antitrust investigation regarding the policies and conduct
undertaken by the Company's Trubyte Division with respect to the distribution of
artificial teeth and related products. On January 5, 1999, the Department of
Justice filed a Complaint against the Company in the U.S. District Court in
Wilmington, Delaware alleging that the Company's tooth distribution practices
violate the antitrust laws and seeking an order for the Company to discontinue
its practices. The trial in the government's case was held in April and May 2002
and subsequently, the Judge entered a decision that the Company's tooth
distribution practices do not violate the antitrust laws. The Department of
Justice appealed this decision and the Third Circuit Court of Appeals reversed
the decision of the District Court. The Company's petition to the U.S. Supreme
Court asking it to review the Third Circuit Court decision was denied. The
District Court, upon the direction of the Court of Appeals, has issued an
injunction preventing DENTSPLY from taking action to prevent its tooth dealers
from adding new competitive teeth lines. This decision relates only to the
distribution of artificial teeth sold in the U.S. While the Company believes
its tooth distribution practices do not violate the antitrust laws, the Company
is confident that it can continue to develop this business regardless of the
outcome of this case.

     Subsequent to the filing of the Department of Justice Complaint in 1999,
several private party class actions were filed based on allegations similar to
those in the Department of Justice case, on behalf of laboratories, and denture
patients in seventeen states who purchased Trubyte teeth or products containing
Trubyte teeth. These cases were transferred to the U.S. District Court in
Wilmington, Delaware. The private party suits seek damages in an unspecified
amount. The Court has granted the Company's Motion on the lack of standing of
the laboratory and patient class actions to pursue damage claims. The Plaintiffs
in the laboratory case appealed this decision to the Third Circuit and the Court
upheld the decision of the District Court in dismissing the Plaintiffs' damages
claims, with the exception of allowing the Plaintiffs to pursue a damage claim
based on a theory of resale price maintenance agreements between the Company and
its tooth dealers. The Plaintiffs have filed a petition with the U.S. Supreme
Court asking it to review this decision of the Third Circuit. Also, private
party class actions on behalf of indirect purchasers were filed in California
and Florida state courts. The California and Florida cases have been dismissed
by the Plaintiffs following the decision by the Federal District Court Judge
issued in August 2003.

On March 27, 2002, a Complaint was filed in Alameda County, California (which
was transferred to Los Angeles County) by Bruce Glover, D.D.S. alleging, inter
alia, breach of express and implied warranties, fraud, unfair trade practices
and negligent misrepresentation in the Company's manufacture and sale of
Advance(R) cement. The Complaint seeks damages in an unspecified amount for
costs incurred in repairing dental work in which the Advance(R) product
allegedly failed. The Judge has entered an Order granting class certification,
as an Opt-in class (this means that after Notice of the class action is sent to
possible class members, a party will have to determine if they meet the class
definition and take affirmative action in order to join the class) on the claims
of breach of warranty and fraud. In general, the Class is defined as California
dentists who purchased and used Advance(R) cement and were required, because of
failures of the cement, to repair or reperform dental procedures for which they
were not paid. The Notice of the class action was sent on February 23, 2005 to
the approximately 29,000 dentists licensed to practice in California during the
relevant period and a total of 166 dentists have opted into the class action. As
the result of a recent decision by a California Appellate Court, the plaintiffs
have filed an appeal to convert the claim to an opt-out claim from its current
status as an opt-in claim. The Advance(R) cement product was sold from 1994
through 2000 and total sales in the United States during that period were
approximately $5.2 million. The Company's primary level insurance carrier has
confirmed coverage for the breach of warranty claims in this matter up to their
policy limits.

Item 1A - Risk Factors

     There have been no significant material changes to the risks factors as
disclosed in the Company's Annual Report on Form 10-K filed for the year ending
December 31, 2005.





Item 2 - Unregistered Sales of Securities and Use of Proceeds

     In December 2004, the Board of Directors approved a stock repurchase
program under which the Company may repurchase shares of Company stock on the
open market in an amount to maintain up to 3,000,000 shares of treasury stock.
In September 2005, the Board of Directors increased the authorization to
repurchase shares under the stock repurchase program in an amount to maintain up
to 5,500,000 share of treasury stock. During the quarter ended March 31, 2006,
the Company had the following activity with respect to this repurchase program:

                                                                  Number Of
                                                                 Shares That
                                                               May be Purchased
                      Total Number  Total Cost  Average Price  Under The Share
                       of Shares     of Shares    Paid Per         Repurchase
Period                 Purchased     Purchased     Share           Program
------                 ---------     ---------     -----           -------
                                (in thousands, except per share amounts)
January 1-31, 2006           -     $     -        $   -            3,091.9
February 1-28, 2006      121.7       6,685.6        54.94          3,073.2
March 1-31, 2006          25.0       1,423.0        56.92          3,285.4
                          ----       -------
                         146.7     $ 8,108.6      $ 55.27
                         =====     =========

Item 6 - Exhibits

       31     Section 302 Certification Statements.
       32     Section 906 Certification Statement.


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.


                              DENTSPLY INTERNATIONAL INC.


May 8, 2006              /s/ Gerald K. Kunkle, Jr.
Date                         Gerald K. Kunkle, Jr.
                             Chairman and
                             Chief Executive Officer



May 8, 2006             /s/ William R. Jellison
Date                        William R. Jellison
                            Senior Vice President and
                            Chief Financial Officer