August 30, 2024

Stanley Bergman
Chairman and Chief Executive Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747

       Re: Henry Schein, Inc.
           Definitive Proxy Statement on Schedule 14A
           Filed April 10, 2024
           File No. 000-27078
Dear Stanley Bergman:

      We have limited our review of your most recent definitive proxy statement
to those issues
we have addressed in our comment(s).

       Please respond to this letter by providing the requested information
and/or confirming that
you will revise your future proxy disclosures in accordance with the topics
discussed below. If
you do not believe a comment applies to your facts and circumstances, please
tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 50

1.     Refer to the column heading    Net Income/(Loss)    in your pay versus
performance table.
       It appears that you have included net income less net income
attributable to
       noncontrolling interests as reported in your audited financial
statements in lieu of net
       income as required by Item 402(v)(2)(v) of Regulation S-K. Please
include net income
       (loss), as reported in your audited GAAP financial statements, in column
(h) for all years
       covered by the table. Refer to Regulation S-K Compliance and Disclosure
Interpretation
       128D.08. Please note that you may voluntarily provide supplemental
measures of net
       income or financial performance, so long as any additional disclosure is
   clearly
       identified as supplemental, not misleading, and not presented with
greater prominence
       than the required disclosure.    See Pay Versus Performance, Release No.
34-95607
       (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3.
2.     We note that you have included Adjusted EPS, a non-GAAP measure, as your
Company-
 August 30, 2024
Page 2

       Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While
Company-
       Selected Measure disclosure is not subject to Regulation G or Item 10(e)
of Regulation S-
       K, you must disclose how the measure is calculated from your audited
financial
       statements. We see in footnote 4 to the pay versus performance table
your reference to
       disclosure in the Compensation Discussion and Analysis for each year   s
proxy statement;
       however, we are only able to locate a discussion of non-GAAP diluted EPS
with a list of
       adjustments thereto on page 26, and it is unclear whether this is meant
to satisfy the
       requirements of Item 402(v) of Regulation S-K. In addition, it appears
that you may have
       calculated your Company-Selected Measure differently for each year
reported in the pay
       versus performance table. Specifically, we note your disclosure in
footnote 4. The amount
       disclosed in the Company-Selected Measure column of the pay versus
performance table
       for each covered fiscal year must be calculated using the
Company-Selected Measure for
       the most recently completed fiscal year, and adjustments made to
recurring items may not
       satisfy this requirement. Please ensure that your tabular and related
data reflect this
       requirement. Please tell us and revise future disclosure to explain how
your Company-
       Selected Measure is calculated from your audited financial statements.
If this information
       appears in a different part of the definitive proxy statement, you may
satisfy the
       requirement by a cross-reference to a specific page in the proxy
statement where the
       Company-Selected Measure is specifically described; however,
incorporation by
       reference to a separate filing will not satisfy this disclosure
requirement.
3.     Refer to the reconciliation tables on page 51 to your pay versus
performance table. It is
       unclear what amounts are reflected in the column titled    Total- Equity
       Addition/(Subtraction) to SCT Total.    For example, the amounts
disclosed in such
       column in the reconciliation tables do not appear to reflect the
deduction of amounts
       reported in your Summary Compensation Table pursuant to Item
402(c)(2)(v) and Item
       402(c)(2)(vi) of Regulation S-K as set forth in the column titled
Less Equity Deduction
       from SCT Total    of your reconciliation tables. Please ensure that your
table headings
       reflect the amounts used to calculate compensation actually paid. Refer
to Item 402(v)(3)
       of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Laura Nicholson at 202-551-3584 or Amanda Ravitz at
202-551-3412 with
any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Disclosure Review
Program