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
     Leslie J. Levine

     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        
     SHARES              
     BENEFICIALLY        6    SHARED VOTING POWER      2,809,879
     OWNED BY            
     EACH                7    SOLE DISPOSITIVE POWER   
     REPORTING           
     PERSON              8    SHARED DISPOSITIVE POWER 2,809,879
     WITH                


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,809,879



10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*                                        [ ]



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     8.0%



12   TYPE OF REPORTING PERSON*
     IN



                    *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 Leslie J. Levine.

Item 2(b).     Address of Principal Business Office or, if None,
Residence:

     The address of Mr. Levine's principal business office is c/o
Ackerman, Levine & Cullen LLP, 175 Great Neck Road, Great Neck,
New York  11021.

Item 2(c).     Citizenship:

     Mr. Levine is a United States citizen.

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, Mr. Levine was the beneficial owner
of 2,809,879** shares of Common Stock, which represents 8.0% of
the class.  As of December 31, 1997, Mr. Levine shared the power
to vote, or direct the vote of, and dispose, or direct the
disposition of, 2,809,879 shares of Common Stock in his capacity
as co-trustee of four trusts established by Marvin H. Schein
under Trust Agreements dated September 9, 1994, May 15, 1995,
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 (collectively, the
"Trusts").

__________________________________
**   Does not include 5,082,737 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 Stanley M. Bergman, Marvin
     H. Schein, Pamela Joseph, and Pamela Schein.  Pursuant to

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 , as co-trustee of the Trusts, and the
Trusts shared the right with Mr. Levine to direct the receipt of
dividends from, or the proceeds from the sale of, the 2,809,879
shares of Common Stock.

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.








__________________________________
     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.  The Trust
     disclaims beneficial ownership of such shares.


                               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/ Leslie J. Levine
                                        Leslie J. Levine