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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS
FILED PURSUANT TO RULES 13d-1(b) AND (c) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
HENRY SCHEIN, INC.
(Name of issuer)
Common Stock, par value $0.01 per share
(Title of class of securities)
806407102
(CUSIP number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 806407102 13G
1 NAME OF REPORTING PERSON
Trust established by Marvin H. Schein under Trust Agreement
dated May 15, 1995.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 1,908,199
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 1,908,199
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,908,199
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [x]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1(a). Name of Issuer:
The name of the Issuer is Henry Schein, Inc. (the
"Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Company's principal executive office is
135 Duryea Road, Melville, New York 11747.
Item 2(a). Name of Person Filing:
The name of the person filing is the Trust established by
Marvin H. Schein under Trust Agreement dated May 12, 1995 (the
"Trust").
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the Trust's principal business office is c/o
Leslie J. Levine, Ackerman, Levine & Cullen LLP, 175 Great Neck
Road, Great Neck, New York 11021.
Item 2(c). Citizenship:
Not applicable.
Item 2(d). Title of Class of Securities
This Schedule relates to the Common Stock, par value $.01
per share ("Common Stock") of the Company.
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is 806407102.
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not Applicable
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Advisor registered under section 203 of
the Investment Advisors Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with 13d-1(b)(1)(ii)(H)
Item 4. Ownership
As of December 31, 1997, the Trust was the beneficial owner
of 1,908,199** shares of Common Stock, which represents 5.4% of
the class. As of December 31, 1997, the Trust had the shared
power to vote, or direct the vote of, and dispose, or direct the
disposition of, 1,908,199 shares of Common Stock.
______________________________
** Does not include (i) 713,659 shares of Common Stock owned by
Marvin H. Schein, (ii) 901,680 shares of Common Stock owned
by three trusts established by Marvin H. Schein under Trust
Agreements dated September 9, 1994, April 5, 1996 and
April 9, 1997 and two charitable trusts established by
Marvin H. Schein under Trust Agreements dated September 12,
1994 and December 26, 1995, of which Marvin H. Schein and
Leslie J. Levine, are co-trustees, and (iii) 4,369,078
shares of Common Stock (other than the shares included in
Item 4) held by certain other stockholders of the Company
that are subject to the Amended and Restated HSI Agreement
("HSI Agreement"), dated as of February 16, 1994, between
certain of the Company's stockholders and the Company, which
generally provides that (a) the Voting Trust under agreement
dated September 30, 1994 among certain stockholders of the
Company and Stanley M. Bergman, as voting trustee (the
"Voting Trust"), Pamela Schein, the Trust established by
Pamela Joseph under Trust Agreement dated February 14, 1994,
Marvin H. Schein, Stanley M. Bergman, Martin Sperber, James
P. Breslawski, and Steven Paladino, (b) the spouse (or
former spouse), children, grandchildren or direct lineal
descendants of, or parents of, any of the persons in (a),
(c) any estate of the persons in (b), (d) any executor,
guardian, committee, or other fiduciary acting in such
capacity (and the estates and trusts for which they so act)
solely on behalf or for the benefit of any person referred
to in (a) or (b), and (e) any entity owned exclusively by
any person referred to in (a) and/or the individuals or
entities referred to in (b), (c) or (d), must vote all
shares of the Company's voting securities over which they
have voting control for the Company's nominees to the Board
of Directors, which nominees are selected in part by each of
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Marvin H. Schein and Leslie J. Levine, as co-trustees of the
Trust, share the right with the Trust to direct the receipt of
dividends from, or the proceeds from the sale of, the 1,908,199
shares owned by the Trust.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of the Group
Not applicable.
Item 10. Certification
Not applicable.
______________________________
Stanley M. Bergman, Marvin H. Schein, Pamela Joseph, and
Pamela Schein. Pursuant to the HSI Agreement, Stanley M.
Bergman, Marvin H. Schein, Pamela Joseph, and Pamela Schein
will each select a certain number of nominees for the
Company's Board of Directors in accordance with the HSI
Agreement until the earlier of the termination of the Voting
Trust or January 1, 1999, subject to extension under certain
conditions to January 1, 2004, unless certain changes occur
in Marvin Schein's ownership of Common Stock or other
changes occur in the Company's management. Currently, Mr.
Schein, Ms. Joseph, and Ms. Schein are entitled to select
one nominee each to the Board of Directors and Mr. Bergman
is entitled to select the remaining nominees to the Board of
Directors.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 14, 1998
/s/ Marvin H. Schein
Marvin H. Schein, as co-trustee of the Trust
established by Marvin H. Schein under Trust
Agreement dated May 15, 1995
/s/Leslie J. Levine
Leslie J. Levine, as co-trustee of the Trust
established by Marvin H. Schein under Trust
Agreement dated May 15, 1995