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| (Mark One)                                                                                                                 |                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|
|  ý                                                                                                               | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     |
| For the fiscal year ended December 31, 2009                                                                                |
| OR                                                                                                                         |
|  o                                                                                                                    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|           For the transition period from ____________to_________________ |

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| PDI, Inc.                                                                                   |
|---------------------------------------------------------------------------------------------|
| (Exact name of registrant as specified in its charter)                                      |
|                                                                                        |   |   |
| Delaware                                                                                    |   | 22-2919486 |
| (State or other jurisdiction ofincorporation or organization)                               |   | (I.R.S. EmployerIdentification No.) |
|                                                                                        |
| Morris Corporate Center 1, Building A300 Interpace Parkway, Parsippany, NJ  07054 |
| (Address of principal executive offices and zip code)                                       |
|                                                                                        |
| (862) 207-7800                                                                              |
| (Registrant's telephone number, including area code)                                        |
| Securities registered pursuant to Section 12(b) of the Act:                            |
| Title of each classCommon Stock, par value $0.01 per share                                  | Name of each exchange on which registeredThe Nasdaq Stock Market LLC |
|                                                                                        |   |
| Securities registered pursuant to Section 12(g) of the Act: None                       |

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|                                 |                           |                                          |                                        |
|--------------------------------------|--------------------------------|-----------------------------------------------|---------------------------------------------|
| Large accelerated filer  o | Accelerated filer  o | Non-accelerated filer o                       | Smaller reporting company  ý |
|                                 |                           | (Do not check if a smaller reporting company) |                                        |

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| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|----------|-----------------------------------------|

| (a) | The following documents are filed as part of this Form 10-K/A: |
|-----|----------------------------------------------------------------|

| (b) | Exhibits |
|-----|----------|

| Exhibit No.    |   | Description                                                                                                                                             |
|----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                    |
| 3.1            |   | Certificate of Incorporation of PDI, Inc. (1)                                                                                                           |
| 3.2            |   | By-Laws of PDI, Inc. (1)                                                                                                                                |
| 3.3            |   | Certificate of Amendment of Certificate of Incorporation of PDI, Inc. (3)                                                                               |
| 4.1            |   | Specimen Certificate Representing the Common Stock (1)                                                                                                  |
| 10.1*          |   | 1998 Stock Option Plan (1)                                                                                                                              |
| 10.2*          |   | 2000 Omnibus Incentive Compensation Plan (2)                                                                                                            |
| 10.3*          |   | Executive Deferred Compensation Plan (15)                                                                                                               |
| 10.4*          |   | 2004 Stock Award and Incentive Plan (4)                                                                                                                 |
| 10.5*          |   | Form of Restricted Stock Unit Agreement for Employees (13)                                                                                              |
| 10.6*          |   | Form of Stock Appreciation Rights Agreement for Employees (13)                                                                                          |
| 10.7*          |   | Form of Restricted Stock Unit Agreement for Directors (13)                                                                                              |
| 10.8*          |   | Form of Restricted Share Agreement (15)                                                                                                                 |
| 10.9*          |   | Agreement between the Company and John P. Dugan (1)                                                                                                     |
| 10.10*         |   | Employment Separation Agreement between the Company and Nancy Lurker (9)                                                                                |
| 10.11*         |   | Amended and Restated Employment Agreement between the Company and Jeffrey Smith (10)                                                                    |
| 10.12*         |   | Employment Separation Agreement between the Company and David Kerr (15)                                                                                 |
| 10.13*         |   | Employment Separation Agreement between the Company and Rich Micali (14)                                                                                |
| 10.14*         |   | Employment Separation Agreement between the Company and Howard Drazner (14)                                                                             |
| 10.15          |   | Saddle River Executive Centre Lease (5)                                                                                                                 |
| 10.16          |   | Saddle River Executive Centre 2005 Sublease (5)                                                                                                         |
| 10.17          |   | Saddle River Executive Centre 2007 Sublease (8)                                                                                                         |
| 10.18          |   | First Amendment to Saddle River Executive Centre 2005 Sublease (12)                                                                                     |   |
| 10.19          |   | Morris Corporate Center Lease (11)                                                                                                                      |   |
| 10.20.1† |   | Amended and Restated Master Services Agreement, dated September 23, 2009, between the Company and Pfizer Inc., filed herewith.                          |   |
| 10.20.2† |   | Amended and Restated Task Order No. 1 to the Master Services Agreement, effective January 1, 2010, between the Company and Pfizer Inc., filed herewith. |   |
| 10.20.3† |   | Amendment No. 1 to Task Order No. 1, effective February 1, 2010, between the Company and Pfizer Inc., filed herewith.                                   |   |
| 10.20.4† |   | Amendment No. 2 to Task Order No. 1, effective June 28, 2010, between the Company and Pfizer Inc., filed herewith.                                      |   |
| 10.20.5† |   | Amendment No. 3 to Task Order No. 1, effective October 1, 2010, between the Company and Pfizer Inc., filed herewith.                                    |   |
| 21.1           |   | Subsidiaries of the Registrant (13)                                                                                                                     |   |
| 23.1           |   | Consent of Ernst & Young LLP (15)                                                                                                                   |   |

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|   Exhibit No. |                                                                                                                                                                                 |   Description                                                                                                                                                 |   |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 31.1               |                                                                                                                                                                                 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                                                |   |
| 31.2               |                                                                                                                                                                                 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                                                |   |
| 32.1               |                                                                                                                                                                                 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |   |
| 32.2               |                                                                                                                                                                                 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |   |
|               |                                                                                                                                                                                 |                                                                                                                                                               |
|               |                                                                                                                                                                                 |                                                                                                                                                               |
| *                  | Denotes compensatory plan, compensation arrangement or management contract.                                                                                                          |                                                                                                                                                               |
| †            | Confidential treatment has been requested with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |                                                                                                                                                               |
| (1)                | Filed as an exhibit to our Registration Statement on Form S-1 (File No 333-46321), and incorporated herein by reference.                                                             |                                                                                                                                                               |
| (2)                | Filed as an exhibit to our definitive proxy statement dated May 10, 2000, and incorporated herein by reference.                                                                      |                                                                                                                                                               |
| (3)                | Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.                                                    |                                                                                                                                                               |
| (4)                | Filed as an exhibit to our definitive proxy statement dated April 28, 2004, and incorporated herein by reference.                                                                    |                                                                                                                                                               |
| (5)                | Filed as an exhibit to our Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.                                                                     |                                                                                                                                                               |
| (6)                | Filed as an exhibit to our Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference.                                                                      |                                                                                                                                                               |
| (7)                | Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference.                                                    |                                                                                                                                                               |
| (8)                | Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.                                                    |                                                                                                                                                               |
| (9)                | Filed as an exhibit to our Current Report on Form 8-K filed on November 18, 2008, and incorporated herein by reference.                                                              |                                                                                                                                                               |
| 10)                | Filed as an exhibit to our Current Report on Form 8-K filed on January 7, 2009, and incorporated herein by reference.                                                                |                                                                                                                                                               |
|  (11)         | Filed as an exhibit to our Quarterly Report on Form 10-Q filed on November 5, 2009, and incorporated herein by reference.                                                            |                                                                                                                                                               |
| (12)               | Filed as an exhibit to our Current Report on Form 8-K filed on December 4, 2009, and incorporated herein by reference.                                                               |                                                                                                                                                               |
| (13)               | Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.                                                    |                                                                                                                                                               |
| (14)               | Filed as an exhibit to our Current Report on Form 8-K filed on April 7, 2009, and incorporated herein by reference.                                                                  |                                                                                                                                                               |
| (15)               | Filed as an exhibit to our Annual Report on Form 10-K filed on March 8, 2010, and incorporated herein by reference.                                                                  |                                                                                                                                                               |

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|   | PDI, INC.                             |
|--------|---------------------------------------|
|   | /s/ Jeffrey E. Smith                  |
|   | Jeffrey E. Smith                      |
|   | Chief Financial Officer and Treasurer |
|   |                                  |

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| Exhibit No.    |   | Description                                                                                                                                                                          |
|----------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                 |
| 10.20.1† |   | Amended and Restated Master Services Agreement, dated September 23, 2009, between the Company and Pfizer Inc.                                                                        |   |
| 10.20.2† |   | Amended and Restated Task Order No. 1 to the Master Services Agreement, effective January 1, 2010, between the Company and Pfizer Inc.                                               |   |
| 10.20.3† |   | Amendment No. 1 to Task Order No. 1, effective February 1, 2010, between the Company and Pfizer Inc.                                                                                 |   |
| 10.20.4† |   | Amendment No. 2 to Task Order No. 1, effective June 28, 2010, between the Company and Pfizer Inc.                                                                                    |   |
| 10.20.5† |   | Amendment No. 3 to Task Order No. 1, effective October 1, 2010, between the Company and Pfizer Inc.                                                                                  |   |
| 31.1           |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  |   |
| 31.2           |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  |   |
| 32.1           |   | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                   |   |
| 32.2           |   | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                   |   |
|           |   |                                                                                                                                                                                 |   |
| †        |   | Confidential treatment has been requested with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |   |

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