##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20004
  Form 10-K
   (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number
    000-23092
  NATIONAL DENTEX
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  MASSACHUSETTS

04-2762050(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)526 Boston Post Road,
    Wayland, MA(Address of Principal
    Executive Offices)

01778(Zip Code)   (508) 358-4422
 (Registrants Telephone
    No., including Area Code)
 Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, par value $.01 per share
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



TABLE OF CONTENTS  PART IItem 1.   BusinessItem 1A.  Risk FactorsItem 1B.  Unresolved Staff CommentsItem 2.   PropertiesItem 3.   Legal ProceedingsItem 4.   Submission of Matters to a Vote of Security HoldersPART IIItem 5.   Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.   Selected Financial DataItem 7.   Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.   Quantitative and Qualitative Disclosures about Market RiskItem 8.   Financial Statements and Supplementary DataItem 9.   Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.   Controls and ProceduresItem 9B.   Other InformationPART IIIItem 10.   Directors and Executive Officers of the RegistrantItem 11.   Executive CompensationItem 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13.   Certain Relationships and Related TransactionsItem 14.   Principal Accountant Fees and ServicesPART IVItem 15.   Exhibits and Financial Statement SchedulesREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSIGNATURESEXHIBIT INDEXEX-10.9 Laboratory Incentive Compensation PlanEX-10.10 2006 Key Employee and Corporate Support Group Incentive Compensation PlanEX-10.11 Employees' Stock Purchase PlanEX-10.13 Supplemental Executive Retirement PlanEX-10.14 Supplemental Laboratory Executive Retirement PlanEX-21 Subsidiaries of the CompanyEX-23 Consent of PricewaterhouseCoopers LLPEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO    Table of Contents  
  PART I
 
  Item 1.
    Business  General
    (508) 358-4422. Form 10-K, Form 10-Q, Form 8-K,
  Information
    as to Industry and Operating Segments
    Description
    of Business
      Restorative Products.
  Reconstructive Products.
 1




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##### Table of Contents



Cosmetic Products.
  Laboratory
    and Corporate Operations
        Sales
    and Marketing
  tm
  Competition
   2




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##### Table of Contents



Employees
    Intellectual
    Property
  tm
  Backlog
   
  Item 1A.Risk
    Factors
   3




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##### Table of Contents



Our
    success depends on economic and other external factors that
    affect consumer decisions about whether and when to have dental
    procedures performed.
    We
    operate in highly competitive and fragmented
    markets.
    We
    face increased competitive pressures from larger competitors,
    foreign-sourced products and technology based
    solutions.
    Risks
    associated with our strategic acquisitions could adversely
    affect our business.
   4




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##### Table of Contents




    difficulties integrating the acquired company, retaining the
    acquired laboratories customers, and achieving the
    expected benefits of the acquisition, such as revenue increases,
    cost savings, and increases in geographic or product presence,
    in the desired time frames, if at all;
    loss of key employees from the acquired company;
    implementing and maintaining consistent standards, controls,
    procedures, policies and information systems; and
    diversion of managements attention from other business
    concerns.    If we
    fail to develop new or expand existing customer relationships,
    our ability to grow our business will be impaired.
    Our
    failure to attract and retain qualified personnel would
    adversely affect our business.
    Our
    business results are adversely affected by increases in labor,
    benefits and related costs.
    If we
    cannot continue to respond to technical innovations we may not
    be able to compete effectively.
   5




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##### Table of Contents



Our
    operating results can be adversely affected by changes in the
    cost or availability of raw materials, particularly precious
    metals like gold, platinum and palladium.
    Our
    failure to generate sufficient cash to meet our liquidity needs
    may affect our ability to service our indebtedness and grow our
    business.
      An
    impairment in the carrying value of goodwill or other acquired
    intangibles could negatively affect our operating results and
    net worth.
    Compliance
    with changing regulation of corporate governance, public
    disclosure, and accounting standards may result in additional
    expenses and risks.
   6




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##### Table of Contents



Forward
    Looking Statements
     
  Item 1B.Unresolved
    Staff Comments
   
  Item 2.
    Properties     7




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##### Table of Contents



Item 3.
    Legal
    Proceedings    PSN Illinois, LLC v. Ivoclar Vivadent, Inc.
    et al.
  
 Item 4.
    Submission
    of Matters to a Vote of Security Holders    
 PART II
  
 Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Trading
    Market
    over-the-counter over-the-counter
  PriceQuarter Ending

Low Bid


High Bid03/31/04

$
15.347


$
18.70006/30/04

$
17.667


$
21.08709/30/04

$
17.741


$
20.98612/31/04

$
17.160


$
20.57303/31/05

$
18.648


$
20.66006/30/05

$
15.750


$
20.40009/30/05

$
18.142


$
20.72012/31/05

$
18.980


$
24.284   Holders
   8




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##### Table of Contents



Dividends
  three-for-two
  Recent
    Sales of Unregistered Securities
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
    Issuer
    Purchases of Equity Securities
  Maximum NumberTotal Number of


of Shares thatShares Purchased


May yet BeTotal Number


Average

as Part of Publicly


Purchased Underof Shares


Price Paid

Announced Plans


the Plans orFiscal Period

Purchased


per Share

or Programs


ProgramsJanuary 1, 2005 -
    December 31, 2005





$ 






206,700   Equity
    Compensation Plan Information
     9




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##### Table of Contents



Form 10-K
  Number of Shares ofNational Dentex





Number of Shares ofCorporation





National DentexCommon Stock to





CorporationBe Issued Upon


Weighted Average


Common StockExercise of


Exercise Price of


Remaining AvailableOutstanding Options


Outstanding Options


for Future Issuance1992 LTIP


359,181


$
12.14



None2001 Plan


358,925


$
14.52



399,450ESPP










49,348Total


718,106


$
13.33



448,798  
  Item 6.
    Selected
    Financial Data    2001


2002


2003


2004


2005Consolidated Statements of
    Income:Net sales

$
85,725


$
95,185


$
99,274


$
111,753


$
135,843Cost of goods sold


50,278



56,196



59,534



66,953



78,381Gross profit


35,447



38,989



39,740



44,800



57,462Selling, general &
    administrative expenses


25,631



29,332



30,102



35,755



44,728Operating income


9,816



9,657



9,638



9,045



12,734Other expense


128



211



296



405



646Interest (income) expense


(229
)


(80
)


(21
)


42



665Income before provision for income
    taxes


9,917



9,526



9,363



8,598



11,423Provision for income taxes


3,939



3,644



3,606



3,439



4,334Net income

$
5,978


$
5,882


$
5,757


$
5,159


$
7,089Net income per
    share  basic

$
1.15


$
1.13


$
1.12


$
0.99


$
1.33Net income per
    share  diluted

$
1.12


$
1.10


$
1.10


$
0.94


$
1.27Weighted average shares
    outstanding  basic


5,219



5,187



5,131



5,187



5,334Weighted average shares
    outstanding  diluted


5,343



5,330



5,216



5,465



5,601Consolidated Balance Sheet
    Data:Working capital

$
15,060


$
15,499


$
12,252


$
13,750


$
11,126Total assets


62,083



65,817



73,989



81,831



117,119Long-term debt, including current
    portion


















18,701Stockholders equity

$
49,027


$
53,946


$
60,140


$
66,883


$
76,074  10




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##### Table of Contents








|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 7. | Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations



The following discussion should be read in conjunction with
    the Consolidated Financial Statements


and the related notes that appear elsewhere in this
    document.




Certain statements in this Annual Report, particularly
    statements contained in this Item 7,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations constitute
    forward-looking statements within the meaning of
    Section 27A of the Securities Act of 1933, as amended, and
    Section 21E of the Securities Exchange Act of 1934, as
    amended. The words anticipate, believe,
    estimate, expect, plan,
    intend and other similar expressions are intended to
    identify these forward-looking statements, but are not the
    exclusive means of identifying them. Forward-looking statements
    included in this Annual Report or hereafter included in other
    publicly available documents filed with the Securities and
    Exchange Commission (SEC), reports to our
    stockholders and other publicly available statements issued or
    released by us involve known and unknown risks, uncertainties,
    and other factors which could cause our actual results,
    performance (financial or operating) or achievements to differ
    from the future results, performance (financial or operating) or
    achievements expressed or implied by such forward looking
    statements. Such future results are based upon our best
    estimates based upon current conditions and the most recent
    results of operations. Various risks, uncertainties and
    contingencies could cause our actual results, performance or
    achievements to differ materially from those expressed in, or
    implied by, the forward-looking statements contained in this
    Annual Report. These include, but are not limited to, those
    described above under Item 1A, Risk Factors.




Overview












Restorative Products.




Reconstructive Products.




Cosmetic Products.






11



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,
















Liquidity
    and Capital Resources






12



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##### Table of Contents



December 31, 2005Total long-term debt

$
18,701,000Less: Current maturities


2,841,000Long-term debt, less current
    portion

$
15,860,000     Principal DueFiscal 2006

$
2,841,000Fiscal 2007


2,841,000Fiscal 2008


2,841,000Fiscal 2009


2,841,000Fiscal 2010


7,337,000Total

$
18,701,000    13




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##### Table of Contents



Commitments
    and Contingencies
    Payments Due By PeriodLess Than








Greater ThanTotal


1 Year


1 - 3 Years


4 - 5 Years


5 YearsTerm Loan Facility

$
18,701,000


$
2,841,000


$
8,523,000


$
7,337,000



Interest Expense


3,327,000



1,046,000



2,065,000



216,000



Operating Leases:Real Estate


14,108,000



2,517,000


$
5,545,000


$
2,586,000


$
3,460,000Vehicles


1,000,000



653,000



347,000







Equipment


132,000



59,000



70,000



3,000



Laboratory Purchase Obligations


3,391,000



1,338,000



2,053,000







Contingent Laboratory Purchase
    Price


3,122,000



2,155,000



967,000







TOTAL

$
43,781,000


$
10,609,000


$
19,570,000


$
10,142,000


$
3,460,000          14




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##### Table of Contents



Results
    of Operations
    Years Ended
    December 31,2003


2004


2005Net sales


100.0
%


100.0
%


100.0
%Cost of goods sold


60.0



59.9



57.7Gross profit


40.0



40.1



42.3Selling, general and
    administrative expenses


30.3



32.0



32.9Operating income


9.7



8.1



9.4Other expense


0.3



0.4



0.5Interest expense


0.0



0.0



0.5Income before provision for income
    taxes


9.4



7.7



8.4Provision for income taxes


3.6



3.1



3.2Net income


5.8
%


4.6
%


5.2
%   Year
    Ended December 31, 2005 Compared with Year Ended
    December 31, 2004
  Net
    Sales
    Cost of
    Goods Sold
      Selling,
    General and Administrative Expenses
   15




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##### Table of Contents




    additional operating and amortization expense associated with
    acquisitions completed in 2005  $4,970,000;
    increases in salaries and benefits at the corporate and lab
    level, in part due to the addition of financial and management
    staff and increases in health
    insurance  $1,170,000;
    increases in consulting expenses and professional fees,
    including audit and compliance costs   $651,000;
    increases in laboratory incentive compensation as a result of
    improved laboratory profit performance  $542,000;
    increases in depreciation and maintenance costs related to
    computer systems and software  $232,000;
    increases in bad debt expense associated with credit risk in our
    receivables portfolio  $206,000;
    increases in training and recruiting
    expenses  $130,000; and
    increases in delivery costs, including additional salaries and
    cost increases related to higher fuel prices  
    $715,000.  Operating
    Income
    Interest
    Expense
    Provision
    for Income Taxes
    Net
    Income
    Year
    Ended December 31, 2004 Compared with Year Ended
    December 31, 2003
  Net
    Sales
   16




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##### Table of Contents



Cost of
    Goods Sold
    Selling,
    General and Administrative Expenses
      tm $ $
  Operating
    Income
    Interest
    Expense
    Provision
    for Income Taxes
    Net
    Income
    Critical
    Accounting Policies
   17




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Summary
    of Significant Accounting Policies
  Revenue
    Recognition
  EITF 00-10
  Goodwill
    and Other Indefinite-Lived Intangible Assets Not Subject to
    Amortization
      Intangible
    Assets Subject to Amortization
    Inventories
  (first-in,
 18




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##### Table of Contents



Property,
    Plant and Equipment
    Buildings

25 yearsFurniture and fixtures

5 - 10 yearsLaboratory equipment

5 - 20 yearsComputer equipment

3 - 5 years         Impairment
    of Long-Lived Assets
    Cash
    Surrender of Life Insurance
    Income
    Taxes
    Stock-Based
    Compensation
   19




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##### Table of Contents



Recent
    Accounting Pronouncements
        No. FAS 109-1,
 
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk     
  Item 8.
    Financial
    Statements and Supplementary Data  Quarterly
    Results
   20




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##### Table of Contents



Three Months EndedMarch 31,


June 30,


Sept. 30,


Dec. 31,


March 31,


June 30,


Sept. 30,


Dec. 31,2004


2004


2004


2004


2005


2005


2005


2005(Dollars in thousands except per
    share data)Net sales

$
27,928


$
28,831


$
27,395


$
27,599


$
31,946


$
36,214


$
33,344


$
34,339Gross profit

$
11,598


$
12,002


$
10,660


$
10,540


$
13,928


$
15,978


$
13,544


$
14,013Gross margin


41.5
%


41.6
%


38.9
%


38.2
%


43.6
%


44.1
%


40.6
%


40.8
%Operating income

$
2,713


$
3,485


$
1,682


$
1,165


$
3,164


$
4,650


$
2,506


$
2,414Operating margin


9.7
%


12.1
%


6.1
%


4.2
%


9.9
%


12.8
%


7.5
%


7.0
%Net income

$
1,581


$
2,022


$
935


$
621


$
1,779


$
2,588


$
1,378


$
1,344Net income per diluted share

$
0.29


$
0.37


$
0.17


$
0.11


$
0.32


$
0.47


$
0.25


$
0.24     Location
    of Financial Statements
   
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   
  Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e),
  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f)
 21




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##### Table of Contents



Internal
    Control  Integrated Framework
    Form 10-K,
  Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 
  Item 9B.
    Other
    Information   
  PART III
 
  Item 10.
    Directors
    and Executive Officers of the Registrant    www.nationaldentex.com
 
  Item 11.
    Executive
    Compensation   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters   
  Item 13.
    Certain
    Relationships and Related Transactions   22




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services   
  PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules    page F-1.
        Form 10-K
    Form 10-K
     23




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##### Table of Contents



NATIONAL
    DENTEX CORPORATION
   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
  PageFinancial Statements:The consolidated financial
    statements of National Dentex Corporation included herein are as
    listed below:Report of Independent Registered
    Public Accounting Firm  PricewaterhouseCoopers
    LLP


F-2Consolidated Balance Sheets as of
    December 31, 2004 and 2005


F-4Consolidated Statements of Income
    for each of the three years in the period ended
    December 31, 2005


F-5Consolidated Statements of
    Stockholders Equity for each of the three years in the
    period ended December 31, 2005


F-6Consolidated Statements of Cash
    Flows for each of the three years in the period ended
    December 31, 2005


F-7Notes to Consolidated Financial
    Statements


F-8  F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Consolidated
    financial statements
    Internal
    control over financial reporting
  Internal Control  Integrated Framework Internal Control  Integrated Framework
   F-2




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F-3




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##### Table of Contents



NATIONAL
    DENTEX CORPORATION
   CONSOLIDATED BALANCE SHEETS
  December 31,


December 31,2004


2005ASSETSCURRENT ASSETS:Cash and cash equivalents

$
2,215,742


$
401,251Accounts receivable:Trade, less allowance of $181,000
    in 2004 and $300,000 in 2005


12,299,033



14,468,140Other


692,910



595,481Inventories


5,838,898



6,700,283Prepaid expenses


2,479,939



3,127,157Deferred tax asset






8,646Property held for sale






508,596Total current assets


23,526,522



25,809,554PROPERTY, PLANT AND EQUIPMENT:Land and buildings


6,672,945



8,531,337Leasehold and building improvements


7,217,877



10,433,008Laboratory equipment


12,265,565



15,331,829Furniture and fixtures


5,056,849



6,170,47631,213,236



40,466,650Less  Accumulated
    depreciation and amortization


16,027,568



16,854,004Net property, plant and equipment


15,185,668



23,612,646OTHER ASSETS, net:Goodwill


30,384,978



48,242,149Trade names


2,940,000



5,644,443Customer relationships


2,598,531



5,718,864Non-competition agreements


2,724,401



2,656,329Other assets


4,470,568



5,435,025Total other assets


43,118,478



67,696,810Total assets

$
81,830,668


$
117,119,010LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving line of credit

$
2,000,000



Current portion of long-term debt





$
2,840,621Accounts payable


2,318,632



3,449,227Accrued liabilities:Payroll and employee benefits


3,781,976



5,505,811Current portion of deferred
    acquisition costs


745,261



1,338,224Other accrued expenses


798,785



1,549,703Deferred tax liability, current


131,878



Total current liabilities


9,776,532



14,683,586LONG-TERM LIABILITIES:Long-term obligations, less current
    portion






15,860,133Deferred Compensation


2,461,726



2,956,417Deferred acquisition costs


112,384



2,052,630Deferred tax liability, non-current


2,596,641



5,492,163Total long-term liabilities


5,170,751



26,361,343COMMITMENTS AND CONTINGENCIES
    (Note 8)STOCKHOLDERS EQUITY:Preferred stock, $.01 par valueAuthorized  500,000 sharesNone issued and outstanding






Common stock, $.01 par valueAuthorized  8,000,000 sharesIssued and
    Outstanding  5,263,798 shares at
    December 31, 2004 and 5,411,463 shares at
    December 31, 2005


52,638



54,114Paid-in capital


13,502,786



15,603,188Retained earnings


53,327,961



60,416,779Total stockholders equity


66,883,385



76,074,081Total liabilities and
    stockholders equity

$
81,830,668


$
117,119,010    F-4




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##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years EndedDecember 31,


December 31,


December 31,2003


2004


2005Net sales

$
99,273,550


$
111,752,547


$
135,842,674Cost of goods sold


59,533,766



66,952,585



78,380,380Gross profit


39,739,784



44,799,962



57,462,294Selling, general and
    administrative expenses


30,101,751



35,755,242



44,728,227Operating income


9,638,033



9,044,720



12,734,067Other expense


295,606



404,343



646,436Interest income (expense)


20,558



(42,324
)


(665,108
)Income before provision for income
    taxes


9,362,985



8,598,053



11,422,523Provision for income taxes


3,605,940



3,439,221



4,333,705Net income

$
5,757,045


$
5,158,832


$
7,088,818Net income per
    share  basic

$
1.12


$
0.99


$
1.33Net income per
    share  diluted

$
1.10


$
0.94


$
1.27Weighted average shares
    outstanding  basic


5,130,659



5,186,589



5,333,597Weighted average shares
    outstanding  diluted


5,216,022



5,465,106



5,601,441    F-5




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##### Table of Contents



NATIONAL
    DENTEX CORPORATION
   CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  Common StockNumber of


$.01 Par


Paid-in


Retained


TreasuryShares


Value


Capital


Earnings


Stock


TotalBALANCE, December 31, 2002


5,497,814


$
36,652


$
16,643,963


$
42,430,900


$
(5,165,544
)

$
53,945,971Issuance of 14,190 shares of
    common stock under the stock option plans


14,190



95



128,483











128,578Issuance of 24,529 shares of
    common stock under the employee stock purchase program


24,529



164



260,496











260,660Net income














5,757,045







5,757,045Issuance of 3,892 shares of
    treasury stock as directors fees










1,401







46,606



48,007BALANCE, December 31, 2003


5,536,533



36,911



17,034,343



48,187,945



(5,118,938
)


60,140,261Issuance of 84,553 shares of
    common stock under the stock option plans


84,553



575



1,064,262











1,064,837Issuance of 27,236 shares of
    common stock under the employee stock purchase program


27,236



181



285,171











285,352Tax benefit associated with
    exercise of stock options










139,143











139,143Three-for-two
    stock split, including fractional shares paid out


(125
)


18,815







(18,816
)






(1
)Net income














5,158,832







5,158,832Issuance of 5,008 shares of
    treasury stock as directors fees










34,992







59,969



94,961Treatment of 384,399 shares of
    treasury stock as unissued shares


(384,399
)


(3,844
)


(5,055,125
)






5,058,969



BALANCE, December 31, 2004


5,263,798



52,638



13,502,786



53,327,961







66,883,385Issuance of 122,341 shares of
    common stock under the stock option plans


122,341



1,223



1,508,274











1,509,497Issuance of 21,526 shares of
    common stock under the employee stock purchase program


21,526



215



332,832











333,047Tax benefit associated with
    exercise of stock options










187,362











187,362Net income














7,088,818







7,088,818Issuance of 3,798 shares of
    common stock as directors fees


3,798



38



71,934











71,972BALANCE, December 31, 2005


5,411,463


$
54,114


$
15,603,188


$
60,416,779


$



$
76,074,081    F-6




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years EndedDecember 31,


December 31,


December 31,2003


2004


2005Cash flows from operating
    activities:Net income

$
5,757,045


$
5,158,832


$
7,088,818Adjustments to reconcile net income
    to net cash provided by operating activities, net of effects of
    acquisitions:Depreciation and amortization


2,383,260



3,131,697



3,939,664Loss on disposal of property, plant
    and equipment


32,724



14,645



105,398(Benefit) provision for deferred
    income taxes


(118,867
)


739,111



(487,414
)Impairment of long-lived assets






140,000



10,000Tax benefit associated with
    exercise of stock options






139,143



187,362Issuance of common stock as
    directors fees


48,007



94,961



71,972Provision (benefit) for bad debts


152,097



(40,817
)


163,134Losses on write-down of inventories










36,399Changes in operating assets and
    liabilities, net of effects of acquisitions:Increase in accounts receivable


(332,991
)


(508,070
)


(462,076
)(Increase) decrease in inventories


(103,962
)


315,824



(146,854
)Decrease (increase) in prepaid
    expenses


478,938



(777,307
)


(602,853
)(Increase) decrease in other assets


(108,980
)


(1,214,934
)


34,596(Decrease) increase in accounts
    payable and accrued liabilities


(414,018
)


636,229



2,819,403Net cash provided by operating
    activities


7,773,253



7,829,314



12,757,549Cash flows from investing
    activities:Payment for acquisitions, net of
    cash acquired


(7,306,153
)


(3,679,492
)


(23,456,720
)Payment of deferred purchase price


(1,491,619
)


(3,249,189
)


(1,575,780
)Premiums paid for life insurance
    policies


(589,784
)


(607,652
)


(504,425
)Additions to property, plant and
    equipment, net


(2,747,899
)


(3,262,898
)


(7,578,413
)Net cash used in investing
    activities


(12,135,455
)


(10,799,231
)


(33,115,338
)Cash flows from financing
    activities:Borrowings of revolving line of
    credit






2,000,000



Repayments of revolving line of
    credit










(2,000,000
)Borrowings of long-term debt










19,884,346Repayments of long-term debt










(1,183,592
)Net proceeds from issuance of
    common stock


389,238



1,350,188



1,842,544Net cash provided by financing
    activities


389,238



3,350,188



18,543,298Net (decrease) increase in cash and
    cash equivalents


(3,972,964
)


380,271



(1,814,491
)Cash and cash equivalents at
    beginning of period


5,808,435



1,835,471



2,215,742Cash and cash equivalents at end of
    period

$
1,835,471


$
2,215,742


$
401,251Supplemental disclosures of cash
    flow information:Interest paid (net of capitalized
    interest of $109,000 in 2005)

$
11,184


$
51,012


$
689,118Income taxes paid

$
2,718,140


$
3,734,480


$
4,289,112Supplemental schedule of non-cash
    investing and financing activities:The Company purchased the
    operations of certain dental laboratories in 2003 2004 and 2005.In connection with these
    acquisitions, liabilities were assumed as follows:Fair value of assets acquired
    including acquired cash

$
10,477,000


$
5,773,000


$
32,083,000Cash purchase price


(8,255,000
)


(4,319,000
)


(24,582,000
)Deferred purchase price at date of
    acquisition


(375,000
)


(544,000
)


(2,444,000
)Liabilities assumed

$
1,847,000


$
910,000


$
5,057,000    F-7




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31,
    2005
  (1)
    Organization    (2)
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Revenue
    Recognition
    Goodwill
    and Other Indefinite-Lived Intangible Assets Not Subject to
    Amortization
      Intangible
    Assets Subject to Amortization
  Business Combinations Recognition of Customer Relationship
    Intangible
 F-8




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assets Acquired in a Business Combination
  Advertising
    and Promotional Costs
    Cash
    and Cash Equivalents
    Accounts
    Receivable and Allowance for Doubtful Accounts
      2004


2005Trade

$
12,480,214


$
14,767,921Allowance for doubtful accounts


(181,181
)


(299,781
)Employee


106,843



76,739Other


586,067



518,742Total Receivables

$
12,991,943


$
15,063,621     Balance at


Charged to





Acquired in


Balance atBeginning


Costs and





Purchase Business


End ofof Period


Expenses


Write-offs


Combinations


PeriodAllowance for Doubtful Accounts:December 31, 2003

$
306,966


$
157,811


$
152,097


$



$
312,680December 31, 2004


312,680



(40,817
)


90,682







181,181December 31, 2005


181,181



163,134



138,534



94,000



299,781  F-9




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Inventories
    December 31, 2004


December 31, 2005Raw Materials

$
4,804,115


$
5,482,280Work in Process


861,984



995,111Finished Goods


172,799



222,892$
5,838,898


$
6,700,283   (first-in,
  Property,
    Plant and Equipment
    Buildings


25 yearsFurniture and fixtures


5 - 10 yearsLaboratory equipment


5 - 20 yearsComputer equipment


3 - 5 years         Impairment
    of Long-Lived Assets
    Cash
    Surrender of Life Insurance
   F-10




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Income
    Taxes
    Stock
    Split
  three-for-two
  Earnings
    Per Share
    Years Ended
    December 31,2003


2004


2005Weighted average number of shares
    used in basic earnings per share calculation


5,130,659



5,186,589



5,333,597Incremental shares under option
    plans


85,363



278,517



267,844Weighed average number of shares
    used in diluted earnings per share calculation


5,216,022



5,465,106



5,601,441Shares under option plans excluded
    in computation of diluted earnings per share due to antidilutive
    effects


379,147



NONE



NONE   Stock-Based
    Compensation
   F-11




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended
    December 31,2003


2004


2005Net income, as reported:

$
5,757,045


$
5,158,832


$
7,088,818Stock-based employee compensation
    expense included in reported net income










Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


196,840



156,554



80,149Pro forma net income

$
5,560,205


$
5,002,278


$
7,008,669Earnings per share:As reported, basic

$
1.12


$
.99


$
1.33Pro forma, basic


1.08



.96



1.31As reported, diluted


1.10



.94



1.27Pro forma, diluted


1.07



.92



1.25     Risk-Free

Weighted Average


Expected

ExpectedYear Ended

Interest Rate

Expected Life


Volatility

DividendsDecember 31, 2005

1.61%


1.0 Years


26.77%


NoneDecember 31, 2004

1.04%


1.0 Years


27.17%


NoneDecember 31, 2003

1.04% to 2.07%


1.8 Years


28.03% to 28.28%


None   Treasury
    Stock Purchases, Elimination &
    Reclassification
      Use of
    Estimates
   F-12




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
    Disclosures
    About the Fair Value of Financial Instruments
    Comprehensive
    Income
    Disclosures
    about Segments of an Enterprise
      Recent
    Accounting Pronouncements
  Inventory Costs  An Amendment of ARB
    No. 43, Chapter 4 Inventory
    Pricing,
 F-13




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Share-Based Payment
    No. FAS 109-1,
  (3)
    Acquisitions      Business
    Combinations.
 F-14




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Acquisition

Form of Acquisition

Location

Period AcquiredHamlett Dental Laboratory

Certain Assets

Holt, MI

April 2004Dental Arts Laboratory of Dallas

Certain Assets

Dallas, TX

May 2004G&S Dental Laboratory

Certain Assets

North Royalton, OH

July 2004Loyd Dental Laboratory

Certain Assets

Indianapolis, IN

July 2004Artisan Dental Studio

Certain Assets

Lakewood, CO

July 2004D.H. Baker Dental Laboratory

All Outstanding Capital Stock

Traverse City, MI

August 2004Crown and Glory Aesthetic Dental
    Laboratory

Certain Assets

Reisterstown, MD

November 2004     Acquisition

Form of Acquisition

Location

Period AcquiredWornson-Polzin Dental Laboratory

All Outstanding Capital Stock

Mankato, MN

February, 2005Green Dental Laboratories

All Outstanding Capital Stock

Heber Springs, AR

March, 2005Midtown-Brunswick Dental Laboratory

Certain Assets

Brunswick, ME

May, 2005      F-15




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended December 31,
    2004


Year Ended December 31,
    2005D.H. Baker








GreenDental





Total


Dental





TotalLaboratory


All Other*


Acquired


Laboratories


All Other*


AcquiredTotal Purchase Price

$
3,983,000


$
880,000


$
4,863,000


$
23,443,000


$
3,583,000


$
27,026,000Less Fair Market Values Assigned toTangible Assets and Liabilities:Cash


632,000







632,000



1,118,000



8,000



1,126,000Accounts receivable


480,000



49,000



529,000



1,418,000



606,000



2,024,000Inventories


113,000



45,000



158,000



595,000



156,000



751,000Property, plant and equipment


303,000



172,000



475,000



3,592,000



243,000



3,835,000Other assets


8,000







8,000



36,000



264,000



300,000Accounts payable


(100,000
)






(100,000
)


(496,000
)


(28,000
)


(524,000
)Accrued and other liabilities


(785,000
)


(25,000
)


(810,000
)


(3,850,000
)


(587,000
)


(4,437,000
)Assumed long-term debt














(96,000
)






(96,000
)Less Fair Market Values Assigned
    to Intangible Assets:Customer relationships


800,000







800,000



2,900,000



699,000



3,599,000Trade names


500,000







500,000



2,400,000



435,000



2,835,000Non-compete agreements


200,000



572,000



772,000



618,000



275,000



893,000Goodwill

$
1,832,000


$
67,000


$
1,899,000


$
15,208,000


$
1,512,000


$
16,720,000     *
    
    Certain acquisitions were individually insignificant and are
    presented in the aggregate.   F-16




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Years EndedDecember 31,


December 31,2004


2005(Unaudited)Net sales

$
135,442,000


$
139,032,000Net income


7,411,000



7,409,000Net income per share:Basic

$
1.43


$
1.39Diluted

$
1.36


$
1.32   (4)
    Goodwill
    and Other Intangible Assets  pooling-of-interest
    Years EndedDecember 31, 2004


December 31, 2005Balance as of January 1

$
27,477,000


$
30,385,000Goodwill acquired during the year


1,899,000



16,720,000Adjustments related to contingent
    consideration


814,000



1,132,000Adjustments related to the
    finalization of preliminary purchase estimates


195,000



5,000Balance as of December 31

$
30,385,000


$
48,242,000     No. 02-17 (EITF 02-17)
 F-17




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Trade
    Names
      Years EndedDecember 31, 2004


December 31, 2005Beginning of year

$
2,580,000


$
2,940,000Trade names acquired during the
    year


500,000



2,835,000Adjustments related to the
    finalization of preliminary purchase estimates






(121,000
)Trade Names


3,080,000



5,654,000Less: Charged to Impairment Expense


(140,000
)


(10,000
)Trade Names  End
    of year

$
2,940,000


$
5,644,000   Customer
    Relationships
  EITF 02-17,
  Years EndedDecember 31, 2004


December 31, 2005Beginning of year

$
2,143,000


$
2,943,000Customer relationships acquired
    during the year


800,000



3,599,000Adjustments related to the
    finalization of preliminary purchase estimates






121,000Customer Relationships, Gross


2,943,000



6,663,000Less: Accumulated amortization


(345,000
)


(944,000
)Customer Relationships,
    Net  End of year

$
2,598,000


$
5,719,000  F-18




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006

$
679,0002007


660,0002008


660,0002009


660,0002010


660,000Thereafter


2,400,000$
5,719,000   Non-competition
    Agreements
    Years EndedDecember 31,


December 31,2004


2005Beginning of year

$
8,349,000


$
9,121,000Non-competition agreements
    acquired during the year


772,000



893,000Non-competition agreements, gross


9,121,000



10,014,000Less: Accumulated amortization


(6,397,000
)


(7,342,000
)Less: Adjustments related to the
    finalization of preliminary purchase estimates






(16,000
)Non-competition agreements, net

$
2,724,000


$
2,656,000       2006

$
823,0002007


429,0002008


260,0002009


238,0002010


229,000Thereafter


677,000$
2,656,000  F-19




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (5)
    Income
    Taxes    Years EndedDecember 31,


December 31,


December 31,2003


2004


2005Federal Current

$
3,058,568


$
2,204,266


$
3,797,588Deferred


(101,037
)


633,091



(253,942
)2,957,531



2,837,357



3,543,646State Current


666,239



495,844



838,069Deferred


(17,830
)


106,020



(48,010
)648,409



601,864



790,059$
3,605,940


$
3,439,221


$
4,333,705     2004


2005Deferred Tax Assets:Non-compete agreements

$
897,672


$
1,025,603Other liabilities


933,216



1,159,763Vacation benefits


86,818



461,628Inventory basis differences


45,178



182,118Receivables basis differences


38,560



16,216Other reserves






Total deferred tax assets


2,001,444



2,845,328Deferred Tax
    Liabilities:Depreciation differences


(1,131,242
)


(1,923,275
)Intangible amortization differences


(3,296,287
)


(5,754,253
)Other reserves


(302,434
)


(651,317
)Total deferred tax liabilities


(4,729,963
)


(8,328,845
)Net deferred tax asset/liability

$
(2,728,519
)

$
(5,483,517
)    F-20




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Years EndedDecember 31,


December 31,


December 31,2003


2004


2005Statutory federal income tax rate


34.0
%


34.0
%


35.0
%State income tax, net of federal
    income tax benefit


4.6



4.6



4.6Other


(0.1
)


1.4



(1.7
)Effective income tax rate


38.5
%


40.0
%


37.9
%   (6)
    Lines of
    Credit and Term Loan Facility      December 31,2005Total long-term debt

$
18,701,000Less: Current maturities


2,841,000Long-term debt, less current
    portion

$
15,860,000  F-21




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Principal DueFiscal 2006


2,841,000Fiscal 2007


2,841,000Fiscal 2008


2,841,000Fiscal 2009


2,841,000Fiscal 2010


7,337,000Total

$
18,701,000   (7)
    Benefit
    Plans         F-22




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (8)
    Commitments
    and Contingencies  Operating
    Leases
    Year

Amount2006

$
3,229,0002007


2,544,0002008


1,874,0002009


1,544,0002010


1,338,000Thereafter


4,711,000$
15,240,000   Legal
    Proceedings
    PSN Illinois, LLC v. Ivoclar
    Vivadent, Inc. et al.
  catch-up
  Employment
    Contracts and
    Change-in-Control
    Arrangements
  change-in-control
 F-23




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  change-in-control
  (9)
    Stock
    Options, Warrants and Employee Stock Purchase Plan  Stock
    Option Plans
      2003


2004


2005Weighted Average





Weighted Average





Weighted AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


533,592


$
11.78



511,953


$
11.87



449,069


$
11.95Granted






















Exercised


(14,190
)


9.06



(59,353
)


11.27



(80,917
)


11.21Canceled


(7,449
)


10.77



(3,531
)


11.44



(8,971
)


10.97Outstanding at end of year


511,953


$
11.87



449,069


$
11.95



359,181


$
12.14Exercisable at end of year


451,001


$
11.59



445,020


$
11.91



359,181


$
12.14Weighted average fair value of
    options granted

$
















   Options Outstanding


Options ExercisableNumber


Weighted Average


Weighted Average


Number


Weighted AverageOutstanding at


Remaining


Exercise Price


Exercisable


Exercise PriceExercise Price Range

12/31/05


Contractual Life


Per Share


at 12/31/05


Per Share$8.17 to $10.00 per share


66,850



4.3


$
8.67



66,850


$
8.67$10.17 to $13.42 per share


90,839



2.1



11.27



90,839



11.27$13.50 to $16.59 per share


201,492



4.1



13.69



201,492



13.69359,181



3.6


$
12.14



359,181


$
12.14    F-24




---



##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2003


2004


2005Weighted Average





Weighted Average





Weighted AverageShares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of year


333,150


$
15.01



447,450


$
14.59



407,350


$
14.55Granted


116,850



13.37















Exercised










(25,200
)


15.02



(41,425
)


15.04Canceled


(2,550
)


13.96



(14,900
)


14.64



(7,000
)


13.56Outstanding at end of year


447,450


$
14.59



407,350


$
14.55



358,925


$
14.52Exercisable at end of year


166,134


$
14.55



289,233


$
14.53



328,741


$
14.62Weighted average fair value of
    options granted

$
2.27






$







$
   Options Outstanding


Options ExercisableNumber


Weighted Average


Weighted Average


Number


Weighted AverageOutstanding at


Remaining


Exercise Price


Exercisable


Exercise PriceExercise Price Range

12/31/05


Contractual Life


Per Share


at 12/31/05


Per Share$13.01 to $13.37 per share


179,800



6.1


$
13.37



149,616


$
13.36$13.93 to $16.45 per share


179,125



5.8



15.67



179,125



15.67358,925



6.0


$
14.52



328,741


$
14.62     (10)
    Segment
    Information  Disclosures
    about Segments of an Enterprise and Related
    Information.
   F-25




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##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Three Months Ended


Year EndedDecember 31,


December 31,2005


2005(Unaudited)Revenue:NDX Laboratories

$
30,158,611


$
121,370,004Green Dental Laboratory


4,200,192



14,513,115Subtotal


34,358,803



135,883,119Inter-segment
    Revenues:Green Dental Laboratory


20,255



40,445Net Sales

$
34,338,548


$
135,842,674Laboratory Operating
    Income:NDX Laboratories

$
3,925,999


$
19,342,502Green Dental Laboratory


1,079,960



3,815,904$
5,005,959


$
23,158,406Total Assets:NDX Laboratories

$
81,747,877


$
81,747,877Green Dental Laboratory


26,889,263



26,889,263Corporate


8,481,870



8,481,870$
117,119,010


$
117,119,010Capital Expenditures:NDX Laboratories

$
2,544,041


$
6,533,065Green Dental Laboratory


33,311



86,529Corporate


259,256



958,819$
2,836,608


$
7,578,413Depreciation &
    Amortization on Property, Plant & Equipment:NDX Laboratories

$
462,767


$
1,625,370Green Dental Laboratory


45,971



205,183Corporate


214,372



541,878$
723,110


$
2,372,431  F-26




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##### Table of Contents



NATIONAL
    DENTEX CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Year EndedDecember 31,


December 31,2005


2005Laboratory Operating Income

$
5,005,959


$
23,158,406Less:Corporate Selling, General and
    Administrative Expenses


2,496,362



9,503,542Amortization
    Expense  Intangible Assets


379,275



1,567,233Add:Other Expense


284,002



646,436Consolidated Operating Income

$
2,414,324


$
12,734,067   (11)
    Subsequent
    Events     F-27




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##### Table of Contents



SIGNATURES
      By:
    /s/  DAVID
    L. BROWN  David L. Brown, President & CEO
      Signature

Title

Date/s/  DAVID
    V. HARKINSDavid
    V. Harkins

Chairman of the Board and Director

March 16, 2006/s/  JACK
    R. CROSBYJACK
    R. CROSBY

Director

March 16, 2006/s/  THOMAS
    E. CALLAHANThomas
    E. Callahan

Director

March 16, 2006/s/  NORMAN
    F. STRATENorman
    F. Strate

Director

March 16, 2006/s/  DAVID
    L. BROWNDavid
    L. Brown

President, CEO, and Director
    (Principal Executive Officer)

March 16, 2006/s/  RICHARD
    F. BECKER, JR.Richard
    F. Becker, Jr.

Executive Vice President,
    Treasurer and Chief Financial Officer
    (Principal Financial Officer)

March 16, 2006  F-28




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description of Exhibit3
.1(6)

Restated Articles of Organization
    of the Company, filed with the Massachusetts Secretary of State
    on October 14, 1993.3
.2(6)

Articles of Amendment, filed with
    the Massachusetts Secretary of the Commonwealth on
    September 26, 1995.3
.3(6)

By-Laws of the Company, as amended
    on December 31, 1982 and May 26, 1992.10
.1(1)*

Amended & Restated 2001
    Stock Plan, as amended on April 10, 2001.10
.2(3)*

Change of Control Severance
    Agreement between the Company and David L. Brown, dated
    January 23, 2001.10
.3(3)*

Form of Change of Control
    Severance Agreements between the Company and each of Arthur
    Champagne, Richard G. Mariacher and Donald E. Merz dated
    January 23, 2001, and Lynn D. Dine dated May 1, 2004.10
.4(4)*

Employment Agreement between the
    Company and Donald E. Merz, dated November 1, 1983.10
.5(2)*

1992 Long-Term Incentive Plan, as
    amended.10
.6(2)*

Employment Agreement between the
    Company and Richard F. Becker, Jr., dated April 1,
    1995.10
.7(2)*

Change of Control Severance
    Agreement between the Company and Richard F. Becker, Jr.,
    dated April 1, 1995.10
.8(2)*

Employment Agreement between the
    Company and David L. Brown, dated April 1, 1995.10
.9*

National Dentex Corporation
    Laboratory Incentive Compensation Plan, dated May 17,  2001.10
.10*

National Dentex Corporation 2006
    Key Employee and Corporate Support Group Incentive Compensation
    Plan.10
.11*

National Dentex Corporation
    Employees Stock Purchase Plan, as amended effective
    April 4, 2000.10
.12(5)

Amended and Restated Loan
    Agreement by and between Bank of America, N.A., and National
    Dentex Corporation and Green Dental Laboratories, Inc. dated
    August 9, 2005.10
.13*

National Dentex Supplemental
    Executive Retirement Plan10
.14*

National Dentex Supplemental
    Laboratory Executive Retirement Plan.21


Subsidiaries of the Company.23


Consent of PricewaterhouseCoopers
    LLP.31
.1

Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act (Chief Executive
    Officer).31
.2

Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act (Chief Financial
    Officer).32
.1

Certification pursuant to 18 U.S.C
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act (Chief Executive Officer).32
.2

Certification pursuant to 18 U.S.C
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act (Chief Financial Officer).Unless otherwise noted, all
    exhibits are filed herewith* These exhibits relate to a
    management contract or to a compensatory plan or arrangement.     (1)
    
    Incorporated by reference from the Registration Statement on
    Form S-8
    (File
    No. 333-66446)
    as filed with the Commission on August 1, 2001.(2)
    
    Incorporated by reference from the
    Form 10-K
    for the fiscal year ended December 31, 2003 (File
    No. 000-23092)
    as filed with the Commission on March 12, 2004.(3)
    
    Incorporated by reference from the
    Form 10-K
    for the fiscal year ended December 31, 2000 (File
    No. 000-23092)
    as filed with the Commission on March 13, 2001.(4)
    
    Incorporated by reference from the
    Form 10-K
    for the fiscal year ended December 31, 1999 (File
    No. 000-23092)
    as filed with the Commission on March 3, 2000.(5)
    
    Incorporated by reference from the Current Report on
    Form 8-K
    (File No.
    000-23092)
    as filed with the Commission on August 15, 2005.(6)
    
    Incorporated by reference from the Annual Report on
    Form 10-K
    (File
    No. 000-23092)
    as filed with the Commission on May 24, 2005.